WeCap Plc - Audited Final Results For The Year Ended 30 April 2026
PR Newswire
LONDON, United Kingdom, October 28
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY WECAP PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
WeCap plc
AQSE: WCAP
("WeCap" or the "Company")
AUDITED FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2026
CHAIRMAN'S STATEMENT
I am pleased to present the year end results for the Company for the year ended 30 April 2026.
The year under review has been a significant period in the development of the Company, principally as a result of the successful listing of WeCap's principal investment, WeShop Holdings Limited ("WeShop"), on the Nasdaq Capital Market in November 2025. This event represented an important milestone for WeShop and provides a quoted market for WeCap's principal investment.
WeShop
WeCap's main investment continues to be its holding in WeShop, a social-commerce business which seeks to combine e-commerce, social interaction and community ownership through its ShareBack programme.
On 14 November 2025, WeShop's Class A ordinary shares commenced trading on the Nasdaq Capital Market under the ticker WSHP. Following the listing, WeCap's total investment in WeShop represented approximately 11.8% of WeShop's Class A shares, comprising 806,022 shares held directly and a further 489,583 shares held indirectly through WeCap's 23.5% interest in Community Social Investments Limited ("CSIL").
The Nasdaq listing was an important achievement for WeShop and provides increased visibility and liquidity for the underlying investment. It also marked a transition for WeCap from supporting the development and listing process towards considering how best to realise the value of its investment for the benefit of WeCap shareholders.
The Company remains subject to a lock-up in respect of the WeShop shares held prior to the listing. Under the terms disclosed by the Company, WeCap is unable to dispose of its WeShop shares until 15 November 2026. Following expiry of the lock-up, the Board intends to consider the most appropriate method of realising value from the investment, which may include an in-specie distribution of WeShop shares to WeCap shareholders, a sale of the shares and distribution of the resulting cash proceeds, or another appropriate structure. Any such transaction will be subject to appropriate legal, tax and other professional advice.
The Board is also continuing to consider the position of the WeShop shares held by CSIL. WeCap has been engaging with the other shareholders of CSIL and relevant parties regarding the potential distribution of those shares to CSIL shareholders, subject to the necessary legal and tax considerations.
On 28 April 2026, WeCap announced that WeShop had published its financial results for the year ended 31 December 2025. At that date, WeCap's total direct and indirect investment represented approximately 11.8% of WeShop's Class A shares.
Since the year end, WeCap announced on 29 September 2026 that WeShop will launch its social-commerce app in the U.S. on 16 November 2026. The launch represents a significant next step in the development of WeShop and its expansion into the U.S. market.
"Consumers have spent decades being asked to give brands their attention, loyalty and purchasing power, often in exchange for rewards that are fragmented, restrictive or easy to forget," said Maria Weaver, CEO of WeShop. "We believe shoppers should benefit and have ownership in the very platforms where they spend their money, turning consumption into financial participation. WeShop puts the consumer at the center of the shopping experience while giving them something more lasting in return: the opportunity to shop, earn and build equity in WeShop."
Financing and Discounted Capital Bond
The Company's principal financial liability remains the Discounted Capital Bond ("DCB") issued to Hawk Investment Holdings Limited.
During the year, the Board continued to focus on finding an appropriate solution to the DCB in the context of the lock-up applying to the Company's WeShop investment. In November 2025, the Company also completed a placing and subscription which raised £100,000 before expenses, providing additional working capital to the Company.
On 27 February 2026, the Company announced that it had agreed with Hawk Investment to extend the maturity of the DCB by a further 12 months. The repayment date was consequently extended from 24 May 2026 to 24 May 2027. Under the revised terms, the redemption amount was increased from £6.965 million to £7.965 million. The agreement also included the issue of 20 million warrants to Hawk Investment, exercisable at £0.015 per WeCap ordinary share, with restrictions on the disposal of the underlying shares until the expiry of the WeShop lock-up period.
The extension of the DCB provides the Company with additional time to address its principal liability while the WeShop lock-up remains in place. The Board continues to focus on managing the Company's financial resources prudently and on identifying an appropriate route to address the DCB liability in conjunction with the potential realisation of value from the Company's WeShop investment.
Financial Review
The financial statements for the year ended 30 April 2026 set out the Company's financial performance and financial position in detail.
The Company's financial results for the year ended 30 April 2026 show a loss of £5,317,030 (2025: loss of £781,069). Revenues of £nil (2025: £nil), administrative costs of £302,770 (2025: £267,973), finance income of £nil (2025: £7,568), finance costs of £524,395 (2025: £491,664) and unrealised loss on investments of £4,489,865 (2025: £29,000) relating primarily to the investment in WeShop Holdings Ltd listed on the Nasdaq Capital Market in November 2025.
As at 30 April 2026, the Company had cash reserves of £10,132 (2025: £58,111).
During the period, the Company successfully raised gross proceeds before expenses of £100,000.
As an investment company, WeCap's financial performance is principally influenced by the valuation of its investment portfolio, finance costs associated with the DCB and the Company's administrative expenses. The Board continues to maintain a disciplined approach to expenditure while focusing its resources on protecting and maximising the value of the Company's principal investments. The Board considers that the Company's available financial resources should continue to be directed towards meeting its obligations and maximising the potential value of its investment portfolio.
Dividends
The Directors do not recommend a payment of a dividend in respect of the year ended 30 April 2026 (2025: £ Nil).
Extracts from the auditor report:
"Material uncertainty related to going concern
We draw attention to note 1 in the financial statements, which indicates that as at 30 April 2026, the company's interest-bearing loans and borrowings of GBP6,930,519 are to be fully repaid. Note 1 indicates that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter".
"Basis of qualified opinion
Investment at fair value through profit or loss
We have not yet obtained sufficient and appropriate audit evidence to satisfy ourselves as to (i) valuation of investments of GBP13,150,537 as at 30 April 2025 and (ii) loss on revaluation of investment at fair value through profit or loss approximately GBP4,489,365 for the year ended 30 April 2026 is properly recorded in that year.
Consequently, we were unable to determine whether any adjustments to these amounts were necessary".
Outlook
The successful Nasdaq listing of WeShop represented an important stage in the development of WeCap. The Board's principal objective remains to maximise the value of the Company's investment in WeShop and, when permitted by the applicable lock-up arrangements, to determine the most appropriate mechanism through which that value can ultimately be realised for WeCap shareholders.
In the period ahead, the Board will remain focused on three principal areas: continuing to support the development and value of the Company's investment in WeShop; managing the Company's financial obligations, including the DCB; and preparing for the expiry of the WeShop lock-up in November 2026.
The Board recognises that the Company's future value is closely linked to the performance and market valuation of WeShop and to the Company's ability to realise value from that investment. Accordingly, the Board will continue to monitor developments closely and will communicate with shareholders as material developments occur.
Finally, I would like to thank our shareholders, advisers and other stakeholders for their continued support during what has been an important year for WeCap. I would also like to recognise the work undertaken by the WeShop team in achieving its Nasdaq listing and in continuing to develop the business. We hope that the launch of the WeShop product in November 2026 will give the WeShop shares the value we need to ensure we can repay or refinance the DCB in the future. Should this not be the case we highlight the risk that WeCap may not be able to meet its liabilities due under the DCB in May of next year.
Tom Richardson
Chairman
27 October 2026
The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.
REGULATORY ANNOUNCEMENT ENDS
Enquiries:
Company:
info@WeCapplc.com
AlbR Capital Limited
Corporate Advisor:
+44 (0)20 7469 0930
Tennyson Securities Limited
Corporate Broker:
Peter Krens: +44 (0) 20 7186 9033 (Direct)
STATEMENT OF COMPREHENSIVE INCOME
FOR YEAR ENDED 30 APRIL 2026
|
|
| 30 April 2026 |
| 30 April 2025 |
|
|
| £ |
| £ |
|
|
|
|
|
|
CONTINUING OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
(Loss)/gain on revaluation of investments at fair value through profit or loss |
|
| (4,489,865) |
| (29,000) |
Administrative expenses |
|
| (302,770) |
| (267,973) |
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS |
|
| (4,792,635) |
| (296,973) |
|
|
|
|
|
|
Finance costs |
|
| (524,395) |
| (491,664) |
Finance income |
|
| - |
| 7,568 |
|
|
|
|
|
|
LOSS BEFORE TAXATION |
|
| (5,317,030) |
| (781,069) |
|
|
|
|
|
|
|
|
|
|
|
|
Taxation |
|
| - |
| - |
|
|
|
|
|
|
LOSS FOR THE YEAR |
|
| (5,317,030) |
| (781,069) |
|
|
|
|
|
|
Other comprehensive income |
|
| - |
| - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
|
| (5,317,030) |
| (781,069) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share attributable to owners |
|
|
(0.012) |
|
(0.002) |
|
|
|
|
|
|
STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2026
| 30 April 2026 |
| 30 April 2025 |
| £ |
| £ |
NON-CURRENT ASSETS |
|
|
|
Property, plant and equipment | - |
| - |
Investments at fair value through profit or loss | - |
| 13,150,537 |
| - |
| 13,150,537 |
CURRENT ASSETS |
|
|
|
Trade and other receivables | 18,543 |
| 21,403 |
Investments at fair value through profit or loss | 8,673,505 |
| 12,833 |
Cash and cash equivalents | 10,132 |
| 58,111 |
| 8,702,180 |
| 92,347 |
TOTAL ASSETS | 8,702,180 |
| 13,242,884 |
|
|
|
|
CURRENT LIABILITIES |
|
|
|
Trade and other payables | 53,965 |
| 62,361 |
Interest bearing loans and borrowings | 6,930,519 |
| 6,406,125 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES | 6,984,484 |
| 6,468,486 |
NET ASSETS | 1,717,696 |
| 6,774,398 |
|
|
|
|
EQUITY |
|
|
|
Share capital | 1,612,538 |
| 1,589,342 |
Share premium | 11,711,896 |
| 11,591,211 |
Other reserves | 614,011 |
| 497,564 |
Retained earnings | (12,220,749) |
| (6,903,719) |
TOTAL EQUITY | 1,717,696 |
| 6,774,398 |
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2026
| Sharecapital | Share premium | Otherreserves | Retained earnings | Total equity |
| £ | £ | £ | £ | £ |
|
|
|
|
|
|
Balance at 1 May 2024 | 1,538,754 | 11,480,839 | 608,782 | (6,233,868) | 7,394,507 |
Loss for the period | - | - | - | (781,069) | (781,069) |
|
|
|
|
|
|
Total comprehensive income | - | - | - | (781,069) | (781,069) |
Share options/warrants lapsed | - | - | (111,218) | 111,218 | - |
Issue of share capital (net of issue costs) | 50,588 | 110,372 | - | - | 160,960 |
|
|
|
|
|
|
Balance at 30 April 2025 | 1,589,342 | 11,591,211 | 497,564 | (6,903,719) | 6,774,398 |
Loss for the period | - | - | - | (5,317,030) | (5,317,030) |
|
|
|
|
|
|
Total comprehensive income | - | - | - | (5,317,030) | (5,317,030) |
Share warrants grant | - | - | 116,447 | - | 116,447 |
Issue of share capital (net of issue costs) | 23,196 | 120,685 | - | - | 143,881 |
|
|
|
|
|
|
Balance at 30 April 2026 | 1,612,538 | 11,711,896 | 614,011 | (12,220,749) | 1,717,696 |
STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 APRIL 2026
|
| Year ended 30 April 2026 |
| Year ended 30 April 2025 |
|
| £ |
| £ |
Cash flows from operating activities |
|
|
|
|
Loss for the year |
| (5,317,030) |
| (781,069) |
Adjustments for: |
|
|
|
|
Depreciation |
| - |
| 344 |
Finance costs |
| 524,394 |
| 491,664 |
Share based payment |
| 116,447 |
| - |
Finance income |
| - |
| (7,568) |
Consultancy fee |
| 50,000 |
| - |
Loss on revaluation of investments |
| 4,489,865 |
| 29,000 |
Decrease/(Increase) in other receivables |
| 2,859 |
| 66,533 |
Increase/(Decrease) in trade and other payables |
| (8,395) |
| 19,952 |
Net cash outflow from operating activities |
| (141,860) |
| (181,144) |
|
|
|
|
|
Investing activities |
|
|
|
|
Redemption of convertible loan notes |
| - |
| 29,260 |
Net cash outflow from investing activities |
| - |
| 29,260 |
|
|
|
|
|
Financing activities |
|
|
|
|
Proceeds from issue of ordinary shares (net of issue costs) |
| 93,881 |
| 160,960 |
Net cash inflow from financing activities |
| 93,881 |
| 160,960 |
|
|
|
|
|
Net increase in cash and cash equivalents |
| (47,979) |
| 9,076 |
Cash and cash equivalents at beginning of year |
| 58,111 |
| 49,035 |
|
|
|
|
|
Cash and cash equivalents at end of year |
| 10,132 |
| 58,111 |
