S-Ventures PLC - Final Audited Results

Announcement provided by

S-Ventures Plc · SVEN

01/07/2026 07:00

RNS Number : 4827K

S-Ventures PLC

30 June 2026

S Ventures PLC

Audited Financial Results for the year to 31 December 2025

S Ventures PLC is pleased to announce its audited results for the year ended December 2025.

During the year, we completed the disposal of our subsidiary investments to Tooru PLC. We retain a material stake of Tooru PLC with S-Ventures remaining the largest shareholder.

Revenues are obviously now lower as we have transitioned to being an investment company (or "enterprise company" under the Aquis Rules).

During the turbulent recent years, we took on debt which we are now totally clear of, and we can look towards making investments and realising returns going forwards.

We remain actively looking for new investments and potentially a reverse takeover transaction.

For further information, please contact:

S-Ventures plc

Scott Livingston, Chairman & CEO

amelia@s-venturesplc.com

Financial Review

Introduction

During the year ended 31 December 2025, the Company completed the disposal of its operating subsidiaries and the settlement of its liabilities to Riverfort Global Opportunities plc, now called Tooru plc( "Tooru"), an AIM quoted company.

Going Concern

The group sustained net losses of £323k (2024: £1,900k loss) after finance costs, depreciation and impairments. The directors do not propose to declare a dividend. The result excluding amounts attributable to non-controlling interests represents a 0.13p profit per share (2024: -1.69p loss) in issue at the end of the financial period.

S-Ventures plc is currently the largest shareholder in Tooru. We have also obtained a shareholder letter of support that will be sufficient to remain operational for the next 12 months. Furthermore, the majority of the debts of S-Ventures plc have now been settled.

The Directors have therefore concluded that it is reasonable to adopt a going concern basis in preparing these financial statements. This is based on a reasonable expectation that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing of these accounts.

Cash flow and cash position

The completion of the above transaction in May 2025 enabled the full repayment of the £1m loan from Kratos Investments taken out in November 2023 and the capitalisation of the two loans from RGO and Sherwood. In addition, RGO (now renamed Tooru) was contracted to provide sufficient funds to clear the Company's remaining trade creditors. Since the year end the Company has raised gross proceeds of £324,000 from an equity fundraise of its ordinary shares.

Financial and non-financial KPIs

The Directors monitor the Company's performance through a range of financial and non-financial key performance indicators. The principal financial KPIs when appropriate include investment income, profitability, net asset value and cash flow, which are used to assess the Company's financial performance and position. Non-financial KPIs include the quality and diversification of the investment portfolio, compliance with applicable regulatory requirements and the effectiveness of risk management procedures. The Directors review these measures regularly to ensure that the Company remains aligned with its strategic objectives and continues to protect and enhance shareholder value.

CURRENT TRADING

Following the completion of the disposal of the Company's operating subsidiaries to Tooru, the Company gained 27.8% of the issued share capital of Tooru ("the Consideration Shares"). As a result, under the AQSE Growth Market Rules and Regulations, it has been re-classified as an enterprise company.

The Board is now evaluating different investment opportunities in line with its strategy to maximise Shareholder return.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

FUTURE DEVELOPMENTS

Details of the Group's future developments are contained in the Strategic report set out above.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in Note 36 to the financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Note	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Continuing operations
Revenue	4	-	13,920
Cost of sales		-	(5,917)
Gross profit		-	8,003
Other operating income	5	-	10
Gain / (loss) on disposal		-	27
Operating expenses	14	(221)	(7,301)
Share of Associate		(493)	-
Earnings before interest, taxation, depreciation and amortisation		(714)	739
Depreciation, amortisation and impairment		(44)	(1,401)
Finance costs - net	7	-	(1,280)
Loss before taxation	8	(758)	(1,942)
Income tax	10	-	(258)
Loss for the period - continuing operations		(758)	(2,200)
Loss after tax from discontinued operations	29	(19)	(40)
Loss for the period		(777)	(2,240)
Loss attributable to:
Owners of the parent		(283)	(2,235)
Non-controlling interests		(494)	(5)
Loss for the period		(777)	(2,240)
Other comprehensive income		454	-
Total comprehensive loss for the period		(323)	(2,240)
Total comprehensive loss attributable to:
Owners of the parent - continuing		190	(2,195)
Owners of the parent - discontinuing		(19)	(40)
Non-controlling interests		(494)	(5)
		(323)	(2,240)

Basic and diluted earnings per share - pence	12	0.13	(1.69)

STATEMENT OF FINANCIAL POSITION - GROUP LEVEL

GROUP	Note	As at 31 December 2025 £'000	As at 31 December 2024 £'000
ASSETS
NON-CURRENT ASSETS
Goodwill	15	-	3,643
Intangible assets	16	-	6,570
Property, plant and equipment	17	-	2,387
Right of use asset	28	-	943
Investments	18	3,007	31
Total non-current assets		3,007	13,574
CURRENT ASSETS
Inventories	19	-	1,098
Trade and other receivables	20	538	2,808
Cash and cash equivalents	21	-	252
Total current assets		538	4,158
Assets from discontinued operations	29	-	20
TOTAL ASSETS		3,545	17,752

EQUITY
SHAREHOLDERS EQUITY
Called up share capital	22	132	132
Share premium	22	14,708	14,708
Share based payment reserve	23	-	8
Consideration for investment	23	-	112
Retained deficit		(11,565)	(13,060)
Total equity		3,275	1,900
Non-controlling interests		(493)	(77)
TOTAL EQUITY		2,782	1,823

LIABILITIES NON-CURRENT LIABILITIES
Financial liabilities:
Interest bearing loans and borrowings	25	-	2,694
Lease liability	28	-	823
Provision		-	564
Total non-current liabilities		-	4,081
CURRENT LIABILITIES
Trade and other payables	24	763	5,016
Interest bearing loans and borrowings	25	-	6,479
Lease liability	28	-	159
Total current liabilities		763	11,654
Liabilities from discontinued operations	29	-	194
TOTAL LIABILITIES		763	15,929
TOTAL EQUITY AND LIABILITIES		3,545	17,752

STATEMENT OF FINANCIAL POSITION - COMPANY LEVEL

COMPANY	Note	As at 31 December 2025 £'000	As at 31 December 2024 £'000
ASSSETS
NON-CURRENT ASSETS
Property, plant and equipment	17	-	11
Investments	18	3,500	3,456
		3,500	3,467
CURRENT ASSETS
Trade and other receivables	20	538	6,231
Cash and cash equivalents	21	-	5
		4,038	6,236

TOTAL ASSETS		4,038	9,703

EQUITY
SHAREHOLDERS EQUITY
Called up share capital	22	132	132
Share premium	22	14,708	14,708
Share based payment reserve	23	-	8
Consideration for investment	23	-	112
Retained deficit		(11,565)	(12,065)
TOTAL EQUITY		3,275	2,895

LIABILITIES
NON-CURRENT LIABILITIES
Borrowings	25	-	-
Provisions		-	354
		-	354
CURRENT LIABILITIES
Borrowings	25	-	4,391
Trade and other payables	24	763	2,063
		763	6,454
TOTAL LIABILITIES		763	6,808

TOTAL EQUITY AND LIABILITIES		4,038	9,703

The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent Company profit and loss account. The Parent Company profit for the period was £380,000 (2024: loss of £1,282,000).

STATEMENT OF CHANGES IN EQUITY - GROUP LEVEL

	Share Capital	Share premium	Share based payment reserve	Contingent equity settled consideration for investment	Retained deficit	Total	Non-controlling interest	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance as at 31 December 2023	132	14,708	8	112	(10,825)	4,135	(72)	4,063
Loss for the period	-	-	-	-	(2,235)	(2,235)	(5)	(2,240)
Comprehensive loss	-	-	-	-	-	-	-	-
Total comprehensive loss for the period	-	-	-	-	(2,235)	(2,235)	(5)	(2,240)
Share warrants exercised	-	-	-	-	-	-	-	-
Shares issued for consideration for acquisition	-	-	-	-	-	-	-	-
Total transactions with owners	-	-	-	-	-	-	-	-
Balance as at 31 December 2024	132	14,708	8	112	(13,060)	1,900	(77)	1,823
Profit / Loss for the period	-	-	-	-	171	171	(494)	(323)
Comprehensive profit	-	-	-	-	454	454	78	532
Total comprehensive loss for the period	-	-	-	-	625	625	(416)	209
Disposal of Subs	-	-	-	-	750	750	-	750
Share warrants lapsed	-	-	(8)	-	8	-	-	-
Shares issued for consideration for acquisition lapsed	-	-	-	(112)	112	-	-	-
Total transactions with owners	-	-	-	-	-	-	-	-
Balance as at 31 December 2025	132	14,708	-	-	(11,565)	3,275	(493)	2,782

STATEMENT OF CHANGES IN EQUITY - COMPANY LEVEL

COMPANY	Share capital	Share premium	Share based payment reserve	Contingent equity settled consideration for investment	Retained deficit	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Balance as at 31 December 2023	132	14,708	8	112	(10,783)	4,177
Loss for the period	-	-	-	-	(1,282)	(1,282)
Comprehensive loss	-	-	-	-	-	-
Total comprehensive loss for the period	-	-	-	-	(1,282)	(1,282)
Share warrants exercised	-	-	-	-	-	-
Shares issued for consideration for acq'n	-	-	-	-	-	-
Total transactions with owners	-	-	-	-	-	-
Balance as at 31 December 2024	132	14,708	8	112	(12,065)	2,895
Profit for the period	-	-	-	-	380	380
Comprehensive profit	-	-	-	-	-	-
Total comprehensive loss for the period	-	-	-	-	380	380
Share warrants lapsed	-	-	(8)	-	8	-
Shares issued for consideration for acq'n lapsed	-	-	-	(112)	112	-
Total transactions with owners	-	-	-	-	-	-
Balance as at 31 December 2025	132	14,708	-	-	(11,565)	3,275

STATEMENT OF CHANGE OF CASHFLOW - GROUP LEVEL

GROUP	Note	Year ended 31 December 2025 £'000	15 months ended 31 December 2024 £'000
Cash flows from operating activities
Loss before income tax		(323)	(2,240)
Adjustments for:
Amortisation, depreciation and impairment charges		35	1,401
Gain / (loss) on disposal		454	(27)
Impairment of associate	14	493	-
Finance costs		-	1,286
Finance income		-	(7)
Interest paid		-	(577)
Operating cash flow before working capital movement		659	(164)
Changes in working capital:
Decrease in inventory	19	1,098	758
Decrease in trade and other receivables	20	2,270	114
(Decrease) / increase in trade and other payables	24	(4,253)	(370)
(Decrease) / increase in provisions		(564)
Net cash from operating activities		(790)	338

Cash flows from investing activities
Disposal of subsidiary undertakings		10,687	-
(Purchase) / disposal of tangible fixed assets	17	6	(1,007)
Net cash from investing activities		10,693	(1,007)

Cash flows from financing activities
Payment of lease liabilities	28	(982)	(230)
Proceeds from borrowings		-	771
(Expenditure) on borrowings	25	(8,240)	-
Movement in director loan account	31	(933)	75
Net cash from financing activities		(10,155)	616

(Decrease) / increase in cash and cash equivalents		(252)	(53)
Cash and cash equivalents at beginning of the year	21	252	305

Cash and cash equivalents at end of the year		-	252

STATEMENT OF CHANGE OF CASHFLOW - COMPANY LEVEL

COMPANY	Note	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Cash flows from operating activities
Loss before income tax	11	380	(1,254)
Adjustments for:
Depreciation and impairment charges		35	5
Finance costs		558	374
Finance income		-	(2)
Interest paid		(558)	-
Operating cash flow before working capital movement		415	(877)
Changes in working capital:
(Increase) / Decrease in trade and other receivables	20	5,693	(349)
(Decrease) / increase in trade and other payables	24	(1,300)	(692)
(Decrease) / increase in provisions		(354)	-
Net cash from operating activities		4,454	(1,918)

Cash flows from investing activities
Disposal of subsidiary undertakings	18	3,426	-
Disposal of tangible fixed asset	17	6
Net investment in associate	18	(3,500)	-
Net cash from investing activities		(68)	-

Cash flows from financing activities
Movement in director loan account	31	(933)	75
Proceeds from borrowings		-	1,826
(Expenditure) from borrowings		(3,458)	-
Net cash from financing activities	25	(4,391)	1,901

(Decrease) / increase in cash and cash equivalents		(5)	(17)
Cash and cash equivalents at beginning of the year	21	5	22

Cash and cash equivalents at end of the year		-	5

NOTES TO THE FINANCIAL STATEMENTS

1 GENERAL INFORMATION

S-Ventures PLC is a public company, registered in England and Wales. The company's registered number and registered office address can be found on the General Information page. The Company's shares are traded on AQSE (ticker SVEN) and the US OTCQB Venture market.

The principal activity for the company is to invest in and take majority ownership in consumer wellness, tech security and AI businesses, to build a portfolio of brands, share resources to accelerate growth and efficiencies and add value by the provision of capital and management expertise.

The consolidated financial information was approved for issue by the Board of Directors on 30 June 2026.

2 ACCOUNTING POLICIES

2.1 Basis of preparation

These Group and Company financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

These Group and Company financial statements have been prepared on the historical cost basis, except for certain financial assets and liabilities which are carried at fair value or amortised cost as appropriate.

These Group and Company financial statements are presented in £ unless otherwise stated (rounded to the nearest £'000), which is the Company's functional currency and the Group and Company's presentational currency.

2.2 New standards, amendments and interpretations

There has been no impact on The Group as a result of adopting any of the new and amended standards and interpretations issued by the International Accounting Standards Board that are relevant to its operations and effective for accounting periods commencing on or after 1 January 2024.

2.3 New standards and interpretations not yet adopted

At the date of approval of these financial statements, the effect of the new and amended Standards and Interpretations which are in issue but not yet mandatorily effective are not material.

2.4 Going concern

As disclosed in the Chairman's Statement and CEO's Report, we have completed the sale of the main operating businesses of S-Ventures plc to Tooru PLC (formerly Riverfort Global Opportunities PLC). S-Ventures plc is currently the largest shareholder in Tooru. We have also obtained a shareholder letter of support that will be sufficient to remain operational for the next 12 months. Furthermore, the majority of the debts of S-Ventures plc have now been settled.

2.5 Basis of consolidation

Where the company has control over an investee, it is classified as a subsidiary. The company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements present the results of the company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree identifiable assets and liabilities are initially recognised at their fair values at the acquisition date.

The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

2.6 Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred. At the acquisition date, the identifiable assets (both tangible and intangible) acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 and IAS 19 respectively.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquiree's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. In the case of asset acquisition, it is the excess of the sum of the consideration transferred over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed.

When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

2.7 Disposals and Discontinued Operations

A discontinued operation is a component of the Group that has either been disposed of or is classified as held for sale and represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale.

Non-current assets and disposal groups are classified as held for sale when their carrying amount is expected to be recovered principally through sale rather than through continuing use, and the sale is considered highly probable. Immediately prior to classification as held for sale, the assets and liabilities are measured in accordance with the Group's accounting policies. Following classification, such assets and disposal groups are measured at the lower of carrying amount and fair value less costs to sell. Any impairment losses arising on initial classification as held for sale or subsequent remeasurement are recognised in the consolidated income statement.

Results of discontinued operations are presented separately in the consolidated income statement, net of tax, together with any gain or loss recognised on disposal. Comparative periods are restated to present discontinued operations separately where required.

Gains or losses arising on disposal are determined as the difference between the net disposal proceeds and the carrying value of the net assets disposed of, including attributable goodwill and directly attributable transaction costs, and are recognised in profit or loss on completion of the disposal.

2.8 Associates

Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting.

Under the equity method of accounting, the investments are initially recognised at cost, including any directly attributable transaction costs, and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses of the investee in profit or loss. The Group's share of movements in other comprehensive income of the investee are recognised in other comprehensive income. Dividends received or receivable from associates are recognised as a reduction in the carrying amount of the investment.

Where the Group's share of losses in an equity accounted investment equals or exceeds its interest in the entity, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

2.9 Impairment of Investment in Associates

At each reporting date, the Group assesses whether there is any objective evidence that an investment in an associate may be impaired. Indicators of impairment include significant financial difficulty of the associate, adverse changes in the technological, market, economic or legal environment in which the associate operates, or a significant or prolonged decline in the fair value of the investment below its carrying amount.

Where such indicators exist, the Group performs an impairment review by comparing the carrying amount of the investment in the associate, including any attributable goodwill arising on acquisition, with its recoverable amount. The recoverable amount is determined as the higher of value in use and fair value less costs of disposal.

Value in use is determined by estimating the present value of the Group's share of the associate's expected future cash flows, including cash flows expected to arise from the associate's operations and from ultimate disposal of the investment, discounted using a pre-tax discount rate reflecting current market assessments of the time value of money and risks specific to the asset.

An impairment loss is recognised in profit or loss for the amount by which the carrying amount exceeds the recoverable amount. Impairment losses recognised in respect of investments in associates are reversed only to the extent that the recoverable amount subsequently increases and the increase can be objectively related to an event occurring after the impairment loss was recognised.

2.10 Significant Judgement and Estimation Uncertainty - Investment in Associate

The Group holds an investment in an associate that is accounted for using the equity method in accordance with IAS 28. At each reporting date, management assesses whether there is any objective evidence that the investment may be impaired. In performing this assessment, management considered the decline in the associate's quoted market share price relative to the carrying value of the Group's investment as a potential indicator of impairment.

Management exercised significant judgement in determining that the quoted market value alone did not represent the recoverable amount of the investment and that a detailed impairment assessment was required. Consistent with IAS 28 and IAS 36, the recoverable amount of the investment was determined by reference to value in use, being the present value of the Group's share of the associate's estimated future cash flows, including terminal value assumptions where appropriate.

The value in use model incorporates significant estimates and assumptions, including forecast revenue growth, operating margins, capital expenditure requirements, long-term growth rates and the discount rate applied. The discount rate was based on a weighted average cost of capital ("WACC") derived from observable market inputs and adjusted for risks specific to the associate and the sector in which it operates.

The impairment assessment concluded that the recoverable amount, as determined using the value in use methodology, exceeded the carrying amount of the investment and therefore no impairment charge was recognised at the reporting date, notwithstanding that the carrying value exceeded the investment's quoted market capitalisation.

2.11 Revenue recognition

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Performance obligations and timing of revenue recognition:

Goods

Revenue from the sale of goods is recognised at a point in time when control of the goods has transferred to the customer. This is generally when the goods are delivered to the customer. There is limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has occurred, the Group no longer has physical possession, usually it will have a present right to payment. Consideration is received in accordance with agreed terms of sale.

Determining the contract price:

The Group revenue is derived from:

a) sale of goods with fixed price lists and therefore the amount of revenue to be earned from each transaction is determined by reference to those fixed prices; or

b) individual identifiable contracts, where the price is defined

Allocating amounts to performance obligations:

For most sales, there is a fixed unit price for each product sold. Therefore, there is no judgement involved in allocating the price to each unit ordered.

Services

Revenue is recognised on technical services over time as services are rendered and performance obligations are satisfied.

2.12 Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under current liabilities on the Statement of Financial Position.

2.13 Goodwill

Goodwill represents the excess of the cost of a business combination over the Group interest in the fair value of identifiable assets and liabilities acquired. Cost comprises the fair value of assets given, liabilities assumed, and equity instruments issued, plus the amount of any non-controlling in the acquiree. Contingent consideration is included in cost at its acquisition date fair value.

Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses.

2.14 Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently

measured at cost less accumulated amortisation and accumulated impairment losses.

Identified intangible assets arising on acquisition in business combinations comprise; brand intellectual property and customer relationships.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over

their useful lives on the following bases:

- Development costs	10 years
- Brand intellectual property	10 years
- Customer relationships	10 years
- Contracts	10 years

2.15 Property, plant and equipment

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

- Lease hold additions over remaining lease term

- Plant and machinery 25% and 10% on cost

- Fixture and fittings 20% and 15% on cost

- Computer equipment 33% and 25% on cost

2.16 Financial instruments

IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets and liabilities.

a) Classification

The Group classifies its financial assets in the following measurement categories:

· those to be measured at amortised cost.

The classification depends on the Group's business model for managing the financial assets and the contractual terms of the cash flows.

b) Recognition

Purchases and sales of financial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

c) Measurement

At initial recognition, the Group measures a financial asset at its fair value.

Debt instruments

Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses). Impairment losses are presented as a separate line item in the statement of comprehensive income.

d) Impairment

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Group's most significant clients are public or regulated industry entities which generally have high credit ratings or are of a high credit quality due to the nature of the client.

Expected credit losses are assessed on an individual customer basis, based on the historical payment profiles of the customers, the current and historic relationship with the customer, and the industry in which the customer operates. There have been no impairments of trade receivables in the periods.

2.17 Compound instruments and borrowings

The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual agreement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar debt instruments. This amount is recorded as a liability on an amortised cost basis until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity and is not subsequently remeasured.

For convertible debt where the parent has the option to convert the loan principal into shares at its discretion, the principal is included within equity. The only element that the company has an obligation to settle in cash is the interest element, which is included in liabilities.

2.18 Inventories

Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

2.19 Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

2.20 Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

2.21 Employee benefit costs

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the income statement in the period to which they relate.

2.22 Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are only recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised and there is reasonable certainty over the timing of the taxable profits. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.

2.23 Leases

Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

- Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

- Variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date;

- Amounts expected to be payable by the Group under residual value guarantees;

- The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and

- Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. In all instances the leases were discounted using the incremental borrowing rate.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period. Right-of-use assets are measured at cost which comprises the following:

- The amount of the initial measurement of the lease liability;

- Any lease payments made at or before the commencement date less any lease incentives received;

- Any initial direct costs; and

- Restoration costs.

Right-of-use assets are depreciated over the shorter of the asset's useful life and the lease term on a straight line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

Payments associated with short-term leases (term less than 12 months) and all leases of low-value assets (generally less than £5k) are recognised on a straight-line basis as an expense in profit or loss.

2.24 Investments (company accounting policy)

Investments in subsidiaries are measured at cost less impairment. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss. A reversal of an impairment loss is recognised immediately in profit or loss to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years.

2.25 Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, the Directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgments and sources of estimation uncertainty that have the most significant effect on the amounts recognised in the financial statements are as follows:

Identified intangible assets

Identified intangible assets arising on acquisition comprise; brand intellectual property, customer relationships and customer contracts.

Their value is estimated based on revenue and EBIT forecasts over 10 years. Judgements are required regarding the discount rate and Weighted Average Cost of Capital (WACC). Rates have been bench marked against similar companies in the industry.

Carrying value of goodwill

Impairment reviews for non-current assets are carried out at each balance sheet date in accordance with IAS 36 Impairment of assets. An annual impairment review is undertaken for Goodwill for each operating subsidiary, which are considered to be a separately identifiable cash generating units. The impairment reviews are sensitive to various assumptions, including the expected sales forecasts, cost assumptions, capital requirements, and discount rate.

Right of use assets

Judgement is required regarding the incremental borrowing rate to apply to leasehold assets to discount the cash flows to present value.

Contingent consideration

Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. The determination of fair value is based on key assumptions including estimation of the level of sales compared to the performance target. Judgement is also applied in relation to the discount rate used for deferred consideration.

Share based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant of share options and warrants. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life, volatility and dividend yield and making assumptions about them. The assumptions used for estimating fair value for share-based payment transactions are disclosed in Note 32.

Impairment of investments and recoverability of loans to subsidiary undertakings

Investments in subsidiary undertakings and the recoverability of receivables from group undertakings. The impairment reviews are sensitive to various assumptions, including the expected sales forecasts, cost assumption and discount rate.

3. SEGMENT REPORTING

For the purpose of IFRS 8, the Chief Operating Decision Maker takes the form of the board of directors. The Directors are of the opinion that the business of the Company's continuing operations form a single operating and reporting segment and therefore no segmental analysis has been presented for the year ended 31 December 2025.

The segmental information for the period ended 31 December 2024 is shown as below:

Included in Administration is the Parent company, which includes activities of raising finance and seeking new investment opportunities, all based in the UK, whilst S-Ventures Acquisitions Limited is a holding company which was incorporated during the period and holds borrowings used to finance the acquisition of Juvela Limited. and also included in Administration.

The other three segments relate to the subsidiary undertakings activities, which include:

- Plant based nutrition (undertaken by Pulsin Limited, Ohso Chocolate Limited * and We Love Purely Limited)

- Bakery (undertaken by Juvela Limited and Lizza Gmbh *, subsidiaries acquired in the current period and prior year respectively)

- Technical services (undertaken by Market Rocket Limited, a subsidiary acquired in the prior year)

* entities now regarded as discontinued operations - refer to note 30

	Plant Based Nutrition	Bakery	Tech. Services	Admin	Segment Totals	Consol. Adj.	Disc Ops *	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Revenue	3,661	7,670	2,589	-	13,920	-	-	13,920
Gross profit	1,002	5,699	1,302	-	8,003	-	-	8,003
EBITDA	(333)	1,965	(6)	(907)	719	(20)	(40)	739
Operating profit / (loss) after tax	(856)	424	(72)	(1,718)	(2,222)	(20)	(40)	(2,202)
Segment total assets (net of investments in subsidiaries)	1,951	8,434	495	72	10,952	6,890	20	17,822
Segment liabilities	1,775	2,523	677	10,956	15,931	-	194	15,737

4. REVENUE

Year ended 31 December 2025
£'000

Year ended 31 December 2024

£'000

Sale of product

13,920

5. OTHER OPERATING INCOME

Year ended 31 December 2025
£'000

Year ended 31 December 2024

£'000

Miscellaneous income

6. EMPLOYEES AND DIRECTORS

Staff costs, including directors' remuneration is set out below:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Wages and salaries	170	3,220
Social security costs	-	252
Other pension costs	2	139
	172	3,611

The average monthly number of employees, including the Directors, during the year was as follows:

Year ended 31 December 2025
£'000

Year ended 31 December 2024

£'000

Average number of employees

Year ended 31 December 2025
£'000

Year ended 31 December 2024

£'000

Directors' remuneration (Please refer to the Remuneration Committee Report for more details)

172

268

7. NET FINANCE COSTS

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Finance income:
Deposit account interest	-	7
Interest on directors loan account	-	-
	-	7
Finance costs:
Bank loan interest	-	1,006
IFRS 16 lease charges	-	188
Other financing costs	-	93
	-	1,287

Net finance costs	-	1,280

8. LOSS BEFORE INCOME TAX

The loss before income tax of £323,000 (2024: £1,942,000) is stated after charging / (crediting):

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Cost of inventories recognised as expense	-	5,917
Depreciation of tangible fixed assets	6	414
Depreciation of right of use assets	-	119
Amortisation of intangible assets	-	869
Foreign exchange differences	-	-

9. AUDITORS' REMUNERATION

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Fees payable to the Group's auditor in relation to the audit of the consolidated financial statements	15	45
Fees payable to the Group's auditors for other advisory services	18	-
	33	45

10. TAXATION

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Current year tax credit / (charge)
Corporation income tax	-	-
Deferred tax movement	-	258
	-	258

The charge for the year can be reconciled to the profit /(loss) before tax as follows:

Loss before tax	(758)	(2,152)
Loss before tax calculated at the UK standard rate of tax of 25% (2024: 25%)	(190)	(538)
Tax effects of:
Expenses not deductible for tax	-	19
Research and development enhanced deductions	-	-
Consolidation adjustments not deductible for tax:
Goodwill impairment	-	-
Deferred tax asset not provided for	190	519
	-	-
Deferred tax assets written back from prior year (note 30)	-	-
Total tax charge / (credit) for the year	-	258

11. LOSS OF PARENT COMPANY

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's profit for the financial period was £380,000 (2024 - loss of £1,282,000).

12. EARNINGS PER SHARE

Basic Loss Per Share (LPS) is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the year presented.

Year ended 31 December 2025	Earnings £'000	Weighted average number of shares	Per-share amount pence
Basic earnings per share
Loss attributable to ordinary shareholders	171	132,215,587	0.13
Warrants for shares		-
Weighted average diluted number of shares		132,215,587

Year ended 31 December 2024	Earnings £'000	Weighted average number of shares	Per-share amount pence
Basic earnings per share
Loss attributable to ordinary shareholders	(2,235)	132,215,587	(1.69)
Warrants for shares		737,800
Weighted average diluted number of shares		132,953,387

13. SUBSIDIARIES

The Company does not hold shares in any subsidiaries at the balance sheet date.

14. INVESTMENT IN AN ASSOCIATE

The Company has a 27.8% interest in Tooru Plc, which is a wellness and consumer brands business, quoted on AIM.

	As at 31 December 2025 £'000	As at 31 December 2024 £'000
Current assets	4,188	-
Non-current assets	5,632	-
Current liabilities	(5,640)	-
Non-current liabilities	(4,032)	-
Equity	148	-
Company's share in equity - 27.8% (2004: nil)	411	-
Goodwill	2,966	-
Group's carrying amount of investment	3,007	-

	As at 31 December 2025 £'000	As at 31 December 2024 £'000
Revenue	7,054	-
Cost of sales	(2,601)	-
Administrative expenses	(4,116)	-
Finance costs	(2,179)	-
Profit before tax	(1,842)	-
Income tax expense	68	-
Profit for the year (continuing operations)	-	-
Other comprehensive loss that may be reclassified to profit in subsequent periods, net of tax	-	-
Other comprehensive loss that will not be reclassified to profit in subsequent periods, net of tax	-	-
Total comprehensive income for the year (continuing operations)	(1,773)	-
Company's share of profit for the year	(493)

The associate requires the Company's consent to distribute its profits. The Company does not foresee giving such consent at the reporting date.

The associate had no contingent liabilities or capital commitments as at 31 December 2025 and 2024.

15. GOODWILL

Group	£'000
COST
At 31 December 2023	3,463
Additions	180
Impairments	-
At 31 December 2024	3,643
Additions	-
Disposals	(3,643)
At 31 December 2025	-

NET BOOK VALUE
At 31 December 2024	3,643
At 31 December 2025	-

16. INTANGIBLE ASSETS

Group	Brand intellectual property £'000	Customer Relationships £'000	Contracts £'000	Total £'000
Cost
At 1 January 2024	3,800	6,564	1,708		12,072
Additions	-	-	-		-
Disposals	-	-	-		-
Transfer to Goodwill	180	-	-		180
At 31 December 2024	3,980	6,564	1,708		12,252
Additions	-	-	-		-
Transfer to goodwill	(3,980)	(6,564)	(1,708)	(12,252)
Disposals	-	-	-		-
At 31 December 2025	-	-	-		-

Amortisation
At 1 January 2024	1,617	2,052	784		4,453
Amortisation	310	388	171		869
Disposals	-	-	-		-
At 31 December 2024	1,927	2,440	955		5,322
Amortisation	-	-	-		-
Disposals	(1,927)	(2,440)	(955)		(5,322)
At 31 December 2025	-	-	-		-

Net book value
At 31 December 2024	2,053	4,124	753		6,930
At 31 December 2025	-	-	-		-

17. PROPERTY, PLANT AND EQUIPMENT

Group	Leasehold improve-ments £'000	Plant & machinery £'000	Fixture and fittings £'000	Computer equipment £'000	Total £'000
Cost
At 1 January 2024	111	3,320	38	546	4,015
Additions	266	325	7	38	636
Disposals	(14)	(206)	-	-	(220)
At 31 December 2024	363	3,439	45	584	4,431
Additions	-	-	-	-	-
Transferred to discontinued operations	(363)	(3,439)	(45)	(557)	(4,404)
Disposals	-	-	-	(6)	(6)
At 31 December 2025	-	-	-	21	21

Depreciation
At 1 January 2024	86	1,279	13	433	1,811
Charge for the period	28	303	16	67	414
Elimination on disposal	(2)	(178)	(1)	-	(181)
At 31 December 2024	112	1,404	28	500	2,044
Charge for the period	-	-	-	5	5
Elimination on disposal	(112)	(1,404)	(28)	(484)	(2,028)
At 31 December 2025	-	-	-	21	21

Net book value
At 31 December 2024	251	2,035	17	84	2,387
At 31 December 2025	-	-	-	-	-

Company	Computer equipment £'000	Total £'000
Cost
At 1 January 2024	27	27
Additions	-	-
At 31 December 2024	27	27
Additions	-	-
Disposals	(6)	(6)
At 31 December 2025	21	21

Depreciation
At 1 January 2024	10	10
Charge for the year	6	6
At 31 December 2024	16	16
Charge for the period	5	5
At 31 December 2025	21	21

Net book value
At 31 December 2024	11	11
At 31 December 2025	-	-

18. INVESTMENTS

Group	Associate £'000	Unlisted Investments £'000	Total £'000
Cost
At 1 January 2024	-	30	30
Additions	-	1	1
At 31 December 2024	-	31	31
Additions	3,500	-	3,500
Disposals	-	(1)	(1)
Impairments	(493)	(30)	(523)
At 31 December 2025	3,007	-	3,007

Net book value
At 31 December 2024	-	31	31
At 31 December 2025	3,007	-	3,007

Company	Shares in group undertakings £'000	Associate £'000	Unlisted Investments £'000	Total £'000
Cost
At 1 January 2024	3,426	-	30	3,456
Additions	-	-	-	-
Impairments	-	-	-	-
At 31 December 2024	3,426	-	30	3,456
Additions	-	3,500	-	3,500
Disposals	(3,426)	-	-	(3,426)
Impairments	-	-	(30)	(30)
At 31 December 2025	-	3,500	-	3,500

Net book value
At 31 December 2024	3,426	-	30	3,456
At 31 December 2025	-	3,500	-	3,500

During the period the Company acquired 27.8% in an associate:

Associate	Cost £'000	Acquisition date	Principal activity	Country of incorporation
Tooru Limited (formerly Riverfort Global Opportunities Limited)	3,500	29 May 2025	Wellness and Consumer Brands	England

19. INVENTORY

	31 Dec 2025 £'000	31 Dec 2024 £'000
Raw materials	-	442
Stocks	-	572
Packaging	-	84
	-	1,098

20. TRADE AND OTHER RECEIVABLES

	Group		Company
	31 Dec 2025 £'000	31 Dec 2024 £'000	31 Dec 2025 £'000	31 Dec 2024 £'000
Trade receivables	535	2,161	535	27
Amounts owed by group undertakings	-	-	-	6,199
Other receivables	-	269	-	-
Directors' current accounts	-	35	-	-
VAT	-	45	-	-
Prepayments and accrued income	3	298	3	5
	538	2,808	538	6,231

21. CASH AND CASH EQUIVALENTS

	Group		Company
	31 Dec 2025 £'000	31 Dec 2024 £'000	31 Dec 2025 £'000	31 Dec 2024 £'000
Bank accounts	-	252	-	5
	-	252	-	5

22. CALLED UP SHARE CAPITAL

	31 Dec 2025	31 Dec 2024
Ordinary Shares
Issued and fully allotted with a nominal value of 0.01p (2024: 0.01p)
Number of shares	132,215,587	132,215,587
Nominal value (£'000)	132	132
Share premium (£'000)	14,708	14,708

	No.	Nominal Value £'000	Share Premium £'000
Balance at 1 January 2024	132,215,587	132	14,708
Shares issued in connection of acquisitions	-	-	-
Shares issued on the exercise of warrants	-	-	-
Total issued during the year	-	-	-
Balance at 31 December 2024	132,215,587	132	14,708
Shares issued on the exercise of warrants	-	-	-
Total issued during the year	-	-	-
Balance at 31 December 2025	132,215,587	132	14,708

There were no shares issued during the year ended 31 December 2025.

Warrants

The warrants in existence for the issue of new Ordinary Shares of £0.001 each can be summarised as:

	Issued for investment services Exercise Price £0.02 each	Issued for investment services Exercise Price £0.04 each	Issued with shares as part of fund raise	Latest date for exercise	Exercise price
	Number	Number	Number		£
Balance at 1 January 2024	-	737,800	-
Lapsed during the period	-	-	-
Balance at 31 Dec 2024	-	737,800	-
Lapsed during the period	-	737,800	-
Balance at 31 Dec 2025	-	-	-

No warrants were exercised during the year hence realised a total of £nil (2024: £nil) cash to the Company.

23. RESERVES

The movement in reserves is set out in the Statement of changes in equity.

24. TRADE AND OTHER PAYABLES

	Group		Company
	31 Dec 2025 £'000	31 Dec 2024 £'000	31 Dec 2025 £'000	31 Dec 2024 £'000
Deferred consideration for acquisition	-	72	-	42
Trade payables	732	1,910	732	903
Amounts owing to group undertakings	-	-	-	673
Social security and other taxes	10	1,135	10	-
Other payables	3	1,040	3	140
Accruals and deferred income	15	796	15	296
Directors' loan	3	63	3	9
	763	5,016	763	2,063

25. BORROWINGS

	Group		Company
	31 Dec 2025 £'000	31 Dec 2024 £'000	31 Dec 2025 £'000	31 Dec 2024 £'000
Current:
Bank loans	-	2,088	-	-
Other loans	-	4,391	-	4,391
	-	6,479	-	4,391
Non-current:
Bank loans	-	2,523	-	-
Other loans	-	171	-	-
	-	2,694	-	-
	-	9,173	-	4,391

26. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Capital Risk Management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Company is to minimise costs and liquidity risk.

The capital structure of the Company consists of equity attributable to equity holders, comprising issued share capital, foreign exchange reserves and retained earnings as disclosed in the Consolidated Statement of Changes of Equity.

The Company is exposed to a number of risks through its normal operations, the most significant of which are credit and liquidity risks. The management of these risks is vested to the Board of Directors.

Credit Risk

Credit risk arises on financial instruments such as trade receivables, short-term bank deposits.

At the balance sheet date there were no significant concentrations of credit risk.

Liquidity risk

Working capital is carefully managed to minimise liquidity risk. Management continually monitor the Group's actual and forecast cash flows and cash positions. Where issues arise, we work with the Supplier to ensure continued supply in some cases rescheduling the payment terms.

27. FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Group 2025	Financial assets at amortised cost	Financial liabilities at amortised cost	Total
Financial assets / liabilities	£'000	£'000	£'000
Trade and other receivables ¹	535	-	535
Cash and cash equivalents	-	-	-
Trade and other payables ²	-	(748)	(748)
Lease liabilities (current and non-current)	-	-	-
	535	(748)	(213)

¹ Trade and other receivables excludes prepayments.

² Trade and other payables excludes accruals

Group 2024	Financial assets at amortised cost	Financial liabilities at amortised cost	Total
Financial assets / liabilities	£'000	£'000	£'000
Trade and other receivables ¹	2,510	-	2,510
Cash and cash equivalents	252	-	252
Trade and other payables ²	-	(4,220)	(4,220)
Lease liabilities (current and non-current)	-	(1,789)	(1,789)
	2,762	(6,009)	(3,247)

¹ Trade and other receivables excludes prepayments.

² Trade and other payables excludes accruals

Company 2025	Financial assets at amortised cost	Financial liabilities at amortised cost	Total
Financial assets / liabilities	£'000	£'000	£'000
Trade and other receivables ¹	535	-	535
Cash and cash equivalents	-	-	-
Trade and other payables ²	-	(748)	(748)
	535	(748)	(213)

¹ Trade and other receivables excludes prepayments.

² Trade and other payables excludes accruals.

Company 2024	Financial assets at amortised cost	Financial liabilities at amortised cost	Total
Financial assets / liabilities	£'000	£'000	£'000
Trade and other receivables ¹	6,297	-	6,297
Cash and cash equivalents	5	-	5
Trade and other payables ²	-	(1,770)	(1,770)
	6,302	(1,770)	4,532

¹ Trade and other receivables excludes prepayments.

² Trade and other payables excludes accruals.

28. LEASES

The Group had the following lease assets and liabilities:

	31 Dec 2025 £'000	31 Dec 2024 £'000
Right-of-use assets
Property plant and equipment	-	943
	-	943
Lease liabilities
Current	-	159
Non-current	-	823
	-	982

	31 Dec 2025 £'000	31 Dec 2024 £'000
Maturity on the lease liabilities are as follows:
Current	-	159
Due between 1-5 years	-	291
Due beyond 5 years	-	532
	-	982

Right of use assets

A reconciliation of the carrying amount of the right-of-use asset is as follows:

	31 Dec 2025 £'000	31 Dec 2024 £'000
Opening balance	943	1,233
Additions	-	887
Disposals through termination of leases	(943)	(1,058)
Depreciation	-	(119)
	-	943

Lease liabilities

A reconciliation of the carrying amount of the lease liabilities is as follows:

	31 Dec 2025 £'000	31 Dec 2024 £'000
Opening balance	982	1,676
Additions	-	887
Disposal through termination of leases	(982)	(1,017)
Payment made	-	(340)
Reclassification to other payables	-	(412)
Finance charge	-	188
	-	982

29. DISCONTINUED OPERATIONS

During the period, the Board completed the disposal of its subsidiaries to Riverfort Global Opportunities Plc (renamed Tooru Plc). As a result, the following subsidiaries have been classified as discontinued operations:

- Juvela Limited;

- S-Ventures Acquisitions Limited;

- Pulsin Limited;

- We Love Purely Limited; and

- Market Rocket Limited.

In accordance with IFRS 5, the results of these discontinued operations are presented as follows:

	Year ended 31 December 2025 £'000	Year ended 31 December 2024 £'000
Discontinuing operations
Revenue	5,163	-
Cost of sales	(2,117)	-
Gross profit / (loss)	3,046	-
Gain / (loss) on disposal / administration	-	-
Operating expenses	(2,417)	(40)
Earnings before interest, taxation, depreciation and amortisation	629	(40)
Depreciation, amortisation and impairment	(532)	-
Finance costs - net	(123)	-
Exceptional costs	(3)	-
Loss before taxation	(29)	(40)
Income tax	10	-
Loss for the period	(19)	(40)

Assets and Liabilities of Discontinued Operations	As at 31 May 2025 £000	As at 31 December 2024 £000
NON-CURRENT ASSETS
Property, plant and equipment	6,545	-
	6,545	-
CURRENT ASSETS
Trade and other receivables	3,115	13
Inventory	1,044	3
Cash and cash equivalents	161	4
	4,320	20

TOTAL ASSETS	10,865	20

NON-CURRENT LIABILITIES
Borrowings	(4,346)	-
	(4,346)	-
CURRENT LIABILITIES
Borrowings	(764)	77
Trade and other payables	(4,861)	117
	(5,625)	194
TOTAL LIABILITIES	(9,971)	194

NET ASSETS OF DISCONTINUED OPERATIONS	894	(174)

30. DEFERRED TAX

No deferred tax asset has been recognised in respect of unutilised tax losses carried forward due to uncertainty regarding the timing and quantum of future taxable profits.

The total group deferred tax asset written off is £nil (2024: £nil).

The total parent company deferred tax asset written off is £nil (2024: £nil).

31. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to the directors subsisted during the year ended 31 December 2025 and the period ended 31 December 2024:

	31 Dec 2025 £'000	31 Dec 2024 £'000
S P Livingston:
Balance owed (from) / to the company at the start of the period	(856)	(841)
Amounts advanced	1,076	292
Amounts repaid	(223)	(307)
Loans from the director to the company	-	-
Balance owed (from) / to the company at the end of the period	(3)	(856)

	31 Dec 2025 £'000	31 Dec 2024 £'000
S Argent:
Balance owed (from) / to the company at the start of the period	(80)	(20)
Amounts advanced	-	-
Amounts repaid	80	-
Loans from the director to the company	-	(60)
Balance owed (from) / to the company at the end of the period	-	(80)

Loans to directors are subject to interest at the HMRC beneficial loan rate of 2.25% and are repayable on demand. At the balance sheet date, the company owed the directors £2,968 (2024: £936,001). Loans from the director to the company are interest free and repayable on demand.

32. RELATED PARTY DISCLOSURES

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation.

Loans from the directors during the period are disclosed within the Advances, credits and guarantee note 30.

Included within Other Payables is an amount of £2,510 (2024: £8,510) due from PVL Sass, a company with a common director.

33. SHARE BASED PAYMENT TRANSACTIONS

Movements in the number of share based payment options and warrants and their weighted average exercise prices are as follows:

	Number of share based payment warrants *	Weighted average exercise price of warrants
Balance bought forward	737,800	£0.0205
Lapsed during the period	-	-
Exercised during the period	-	-
Balance at 31 Dec 2024	737,800	£0.0205
Lapsed during the period	(737,800)	-
Exercised during the period	-	-
Balance at 31 Dec 2025	-	-

During prior year, there were no warrants or share options exercised or issued but all warrants and share options lapsed with the disposal of the subsidiaries.

34. CAPITAL COMMITMENTS

There were no capital commitments at 31 December 2025 and 31 December 2024

35. CONTINGENT LIABILITIES

There were no contingent liabilities at 31 December 2025 and 31 December 2024.

36. EVENTS SUBSEQUENT TO PERIOD END

On 26 April 2026, the Company raised gross proceeds of £324,000 from a placing and WRAP retail offering of its ordinary shares.

The proceeds were used to invest in Hybrid Drones Limited.

There are no other post balance sheet events requiring disclosure.

37. ULTIMATE CONTROLLING PARTY

In the opinion of the directors there is no ultimate controlling party.

Independent auditor's report to the members of S-Ventures plc

Opinion on the financial statements

In our opinion:

• the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31^st December 2025 and of the Group's loss for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

• the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of S-Ventures plc (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31^st December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, The Consolidated Statement of Cashflows, The Company Statement of Cashflows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities under those standards are further described in the

Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Group and the Parent Company's ability to continue to adopt the going concern basis of accounting included

· Obtained the going concern assessment prepared by Management, including the cash flow forecasts for the going concern period and assessed the appropriateness of the process undertaken by management in preparing the assessment.

· Reviewed the cash flow model adopted by Management to support the going concern basis of preparation, the controls around the model and sensitivities considered within the model.

· Assessed the mathematical accuracy and integrity of the model.

· Assessed the letter of support provided by the Director and assessed their ability to provide the support to the Group and Company;

· Reviewed and challenged the disclosure within the financial statements for transparency.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview

Key audit matters

	2025	2024


Disposal of subsidiaries	P
Going Concern	P	P
Revenue recognition*		P

Management override of controls**		P

Carrying value of goodwill and intangible assets*		P

Carrying value of investments in subsidiaries*		P

*The Group and company disposed of its trading subsidiaries during the year, therefore these risks are no longer a key audit matter for the year-ended 31 December 2025.

**Our risk assessment concluded that Management override of controls does not give raise to a Key Audit Matter given the limited transactions in the year, following the disposal of its trading subsidiaries.

Materiality

Group financial statements as a whole

£54K (2024: £207k) based on 1.5% (2024: 1.5%) of Gross Assets (2024: Turnover).

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework and the Group's system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the Group financial statements including with respect to the consolidation process.

We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risks to the group financial statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.

Components in scope

From our risk assessment and planning procedures, we determined which of the Group's components were likely to include risks of material misstatement relevant to the Group's financial statements. We then determined the type of procedures to be performed at these components, and the extent to which component auditors were required to be involved.

For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate evidence. As part of performing our Group audit, we have determined the components in scope as follows:

Component	Component Name	Entity	Group Audit Scope
1	Parent Company	S-Ventures Plc (Parent Company)	Procedures on the entire financial information of the component.
2	Subsidiary Company prior to disposal	Juvela Limited	Procedures on the entire financial information of the component.
3	Other subsidiaries prior to disposal	Pulsin Limited S-Ventures Acquisitions Ltd Market Rocket Ltd We Love Purely Ltd	Procedures on one or more classes of transactions, account balances or disclosures

In determining components, we have considered how components are organised within the Group, and the commonality of control environments, legal and regulatory framework, and level of aggregation associated with individual entities. Whilst there is relative commonality of controls across the Group, differences in jurisdictional risk, and the legal and regulatory frameworks under which the entities operate, prevent the further amalgamation of components.

The Group engagement team has performed all procedures directly, and has not involved component auditors in the Group audit.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

How the scope of our audit addressed the key audit matter

Disposal accounting

(References: Accounting policy - Note 2.6;

Note 2.7 - Discontinued Operations)

There is a risk that disposals of subsidiaries are not accurately accounted for, including incorrect derecognition of assets and liabilities, inappropriate calculation of gain or loss on disposal, and incomplete or inaccurate recording of consideration received. This could lead to material misstatement in the financial statements.

Given significant judgement involved in the disposal accounting, we consider this to be a key audit matter.

We have performed the following procedures in respect of the disposal accounting:

· Reviewed the accounting treatment applied to disposals, ensuring compliance with applicable standards, including derecognition requirements and profit or loss recognition;

· Tested the completeness and accuracy of consideration received, including cash

proceeds and any non-cash elements;

· Assessed the calculation of the gain or loss on disposal, including verifying the carrying value of net assets disposed of;

· Reviewed supporting documentation (e.g. sale agreements) to confirm key terms and appropriate accounting treatment;

· Tested the removal of subsidiary balances from the consolidation; and

· Assessed the adequacy and accuracy of disclosures related to disposals within the financial statements.

Key Observations:

We found the key judgements made by management in the disposal accounting to be reasonable.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

	Group financial statements		Parent company financial statements
	2025 £	2024 £	2025 £	2024 £
Materiality	54,000	207,000	49,000	146,000
Basis for determining materiality	1.5% of Gross Assets	1.5% of Turnover	1.5% of Gross Assets (Cap at 90% of Group MAT)
Rationale for the benchmark applied	We consider total assets to be the most significant determinant of the Group's financial performance for users of the financial statements, as the Group disposed of its trading subsidiaries during the year and now focus on acquiring investments.
Performance materiality	36,000	155,250	32,000	109,500
Basis for determining performance materiality	65% of Group Materiality	75% of Group Materiality	65% of Parent Materiality	75% of Parent Materiality
Rationale for the percentage applied for performance materiality	The percentages applied reflected our assessment of aggregation risk, the nature of the Group's operations, and our expectation of the level of misstatement based on our risk assessment. We've lowered it in response to our risk assessment for a Group with significant disposals of its trading subsidiaries in the year.

Component performance materiality

For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from the Parent Company whose materiality and performance materiality are set out above, based on a percentage of 60% Group performance materiality dependent on a number of factors including the size of the component and our assessment of the risk of material misstatement of that component. Component performance materiality was determined as £32,000.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £3,050 (2024: £10,350). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the information included in the document entitled 'Group Strategic Report, Report of the Directors and Consolidated Financial Statements for the Year Ended 31 December 2025' other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic report and Directors' report

In our opinion, based on the work undertaken in the course of the audit:

· the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

· the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors' report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

· the Parent Company financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of Directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

· Our understanding of the Group and the industry in which it operates;

· Discussion with management and those charged with governance, and;

· Obtaining an understanding of the Group's policies and procedures regarding compliance with laws and regulations,

We considered the significant laws and regulations to be the UK Companies Act 2006, UK-adopted International Accounting Standards, tax legislation, FCA Listing Rules and the Bribery Act 2010.

The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be tax legislation.

Our procedures in respect of the above included:

· Review of minutes of Board meetings for any instances of non-compliance with laws and regulations;

· Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;

· Review of financial statement disclosures and agreeing to supporting documentation;

· Involvement of tax specialists in the audit, and;

· Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

· Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

· Obtaining an understanding of the Group's policies and procedures relating to:

o Detecting and responding to the risks of fraud; and

o Internal controls established to mitigate risks related to fraud.

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls through inappropriate journal entries and bias in key estimates in judgements.

Our procedures in respect of the above included:

· Reviewing minutes of meetings of those charged with governance for any known or suspected instances of fraud;

· Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and

· Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

Based on our risk assessment, we considered the areas most susceptible to fraud to be Management override of controls.

We addressed the risk of management override of controls by,

· Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; and

· Significant estimates made by management for bias, which include those in Management's assessment of the carrying value of the project assets.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report

Use of our report

This report is made solely to the Parent Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Steven Johnson (Senior Statutory Auditor)

For and on behalf of RPGCC LLP, Statutory Auditor

London, United Kingdom

30 June 2026

RPG Crouch Chapman LLP is a limited liability partnership registered in England and Wales (with registered number OC375705).

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