Unaudited interim results to 31 July 2026

Milton Capital PLC

05 October 2026

 

5 October 2026

Milton Capital Plc

Unaudited interim results for the period ended 31 July 2026

Milton Capital Plc (“Milton” or the “Company”) is pleased to announce its interim results for the six months ended 31 July 2026.

Highlights:

• The Company recorded an operating loss of £71,809 (2025: £165,631) and had cash balances of £378,458 (2025: £262,711) at the end of the period.
• The Company recently announced that it has entered into an Exclusivity Agreement and Non-Binding Heads of Terms to acquire the issued share capital of Apostrophy AG. Further information regarding the proposed acquisition is set out in the Company's announcement of 4 September 2026, "Proposed Acquisition and Suspension of Listing".

Enquiries 

Milton Capital Plc	[e-mail]
Director
Richard Mays
AlbR Capital Limited
Corporate Broker
Lucy Williams/ Duncan Vasey	Tel: [phone]

CHAIRMAN'S STATEMENT

Since the last Annual Accounts the Board has raised some additional working capital to strengthen the balance sheet, further constrained expenditure,  and continued its search for a suitable Initial Transaction.  We have announced the signature of an Exclusivity Agreement and Non-Binding Heads of Terms with Apostrophy AG, a private Swiss technology enterprise with an exciting agenda in the Telecommunications sector.   We are actively engaged in trying to pursue this opportunity and hope to make further announcements in due course.

Richard Mays

Chairman

Responsibility Statement

The following statement is given by each of the Directors.

We confirm that to the best of our knowledge:

• the condensed set of financial statements has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as contained in UK adopted IFRS and gives a true and fair view of the assets, liabilities, financial position and loss of the Company;
• the Interim Report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
• the Interim Report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.

The Interim Report was approved by the Board of Directors, and the above responsibility statement was signed on its behalf by:

Richard Mays

Director

3 October 2026

Condensed income statement

For the six months ended 31 July 2026

		Six months ended		Six months ended		Year ended
		31 July		31 July		31 January
		2026		2025		2026
		(unaudited)		(unaudited)		(audited)
		£		£		£
CONTINUING OPERATIONS
Administrative expenses		(71,005)		(164,228)		(255,980)
Share-based payment charge		(804)		(1,403)		(2,271)
OPERATING LOSS		(71,809)		(165,631)		(258,251)
Income tax		-		-		-
LOSS AND TOTAL COMPREHENSIVE LOSS FOR THE PERIOD		(71,809)		(165,631)		(258,251)
Loss per share
- Basic and diluted loss		(0.04)p		(0.17)p		(0.23)p

Condensed statement of financial position

As at 31 July 2026

		31 July		31 July		31 January
		2026		2025		2026
		(unaudited)		(unaudited)		(audited)
		£		£		£
CURRENT ASSETS
Trade and other receivables		51,066		28,159		21,791
Cash and cash equivalents		378,458		262,711		271,530
		429,524		290,870		293,321
TOTAL ASSETS		429,524		290,870		293,321
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital		1,119,000		1,000,000		1,029,900
Share premium account		212,083		-		99,055
Share-based payment reserve		29,675		28,003		28,871
Retained earnings		(999,658)		(835,229)		(927,849)
TOTAL EQUITY		361,100		192,774		229,977
CURRENT LIABILITIES
Trade and other payables		68,424		98,096		63,344
TOTAL LIABILITIES		68,424		98,096		63,344
TOTAL EQUITY AND LIABILITIES		429,524		290,870		293,321

Condensed statement of changes in equity

For the six months ended 31 July 2026

						Share-based
		Share		Share		payment		Retained
		capital		premium		reserve		earnings		Total
		£		£		£		£		£
Unaudited
At 1 February 2026		1,029,900		99,055		28,871		(927,849)		229,977
Total comprehensive income for the period		-		-		-		(71,809)		(71,809)
Issue of shares		89,100		133,628		-		-		222,728
Costs in respect of shares issued		-		(20,600)		-		-		(20,600)
Equity-settled share-based payments		-		-		804		-		804
At 31 July 2026		1,119,000		212,083		29,675		(999,658)		361,100
Unaudited
At 1 February 2025		1,000,000		-		28,548		(671,546)		357,002
Total comprehensive income for the period		-		-				(165,631)		(165,631)
Share options lapsed in period		-		-		(1,948)		1,948		-
Equity-settled share-based payments		-		-		1,403		-		1,403
At 31 July 2025		1,000,000		-		28,003		(835,229)		192,774
Audited
At 1 February 2025		1,000,000		-		28,548		(671,546)		357,002
Total comprehensive income for the year		-		-		-		(258,251)		(258,251)
Issue of shares		29,900		119,600		-		-		149,500
Costs in respect of shares issued		-		(20,545)		-		-		(20,545)
Share options lapsed in period		-		-		(1,948)		1,948		-
Equity-settled share-based payments		-		-		2,271		-		2,271
At 31 January 2026		1,029,900		99,055		28,871		(927,849)		229,977

Condensed statement of cash flows

For the six months ended 31 July 2026

		Six months ended		Six months ended		Year ended
		31 July		31 July		31 January
		2026		2025		2026
		(unaudited)		(unaudited)		(audited)
		£		£		£
Operating activities
Operating loss		(71,809)		(165,631)		(258,251)
(Increase)/decrease in trade and other receivables		(29,275)		99		6,467
Increase in trade and other payables		5,080		36,216		1,464
Equity-settled share-based payment charge		804		1,403		2,271
Net cash outflow from operating activities		(95,200)		(127,913)		(248,049)
Cash flows from financing activities
Issue of share capital		222,728		-		149,500
Costs in respect of share issue		(20,600)		-		(20,545)
Net cash inflow from financing activities		202,128		-		128,955
Net increase/(decrease) in cash and cash equivalents		106,928		(127,913)		(119,094)
Cash and cash equivalents at start of period		271,530		390,624		390,624
Cash and cash equivalents at end of period		378,458		262,711		271,530

NOTES TO THE UNAUDITED INTERIM ACCOUNTS

FOR THE PERIOD ENDED 31 JULY 2026

1.      General information

Milton Capital Plc (‘Company’) is a company incorporated in the United Kingdom, which is listed on the Equity Shares (Shell Companies) of the Main Market on the London Stock Exchange.  The address of its registered office is The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF.

The Company’s principal activity is that of a Special Purpose Acquisition Company. The Company was formed with the intention to identify and acquire a suitable business opportunity or opportunities and undertake an acquisition or merger or a series of acquisitions or mergers.

2. Basis of preparation

The condensed interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom’s Financial Conduct Authority and with International Accounting Standard (“IAS”) 34 “Interim Financial Reporting”. It should be read in conjunction with the annual financial statements for the year ended 31 January 2026 for full details of the accounting policies adopted.

The interim financial statements are presented in pounds sterling, rounded to the nearest pound.

The condensed interim financial information for the six months ended 31 July 2026 and 2025 have not been audited or reviewed and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The comparative financial information for the year ended 31 January 2026 has been derived from the audited financial statements for that period.  A copy of the statutory financial statements for the year ended 31 January 2026 has been delivered to the Registrar of Companies.  The report of the independent auditors on those financial statements was unqualified and did not contain a statement under Sections 498 (2) or (3) of the Companies Act 2006.

The interim financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 as they apply to the financial statements of the Company for the six months ended 31 July 2026 and as applied in accordance with the provisions of the Companies Act 2006 and under the historical cost convention or fair value where appropriate.  They have also been prepared on a basis consistent with the accounting policies expected to be applied for the year ending 31 January 2027 and which are also consistent with those set out in the statutory accounts of the Company for the year ended 31 January 2026.

3. Going concern basis of preparation

At 31 July 2026 the Company held cash and cash equivalents of £378,458 and had net current assets of £361,100. The Company is a special purpose acquisition company which is not yet revenue-generating and is therefore reliant on its existing cash resources, and on its ability to raise further funds, to meet its liabilities as they fall due.

During the period the Directors continued to take steps to conserve cash, including constraining expenditure and, with effect from March 2026, ceasing to draw directors’ salaries.

As set out in note 9, since the period end the Company has entered into an Exclusivity Agreement and Non-Binding Heads of Terms in respect of the proposed acquisition of Apostrophy AG, and trading in the Company’s ordinary shares was suspended on 4 September 2026 pending the reverse takeover process. Completion of the proposed acquisition, should it proceed, is expected to require the Company to raise additional funding to meet transaction costs and the working capital requirements of the enlarged group.

The Directors have prepared cash flow forecasts for a period of at least twelve months from the date of approval of these interim financial statements. Having reviewed those forecasts, and taking account of the Company’s current cash resources and the cost-conservation measures in place, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing these interim financial statements.

4. Principal risks at 31 July 2026 and key changes since the 2026 annual report

The Directors have reviewed the principal risks facing the Company and concluded for the remaining six months of the financial year that there are no significant changes to those disclosed in the 2026 annual financial statements. A full description of the Company’s principal risks can be found on page 10 of the 2026 annual financial statements.

5.     Loss per share

The basic loss per share is calculated by dividing the loss attributable to the ordinary shareholders of the Company by the weighted average number of Ordinary shares in issue during the period, excluding Ordinary shares purchased by the Company and held as treasury shares.

		Six months ended		Six months ended		Year ended
		31 July		31 July		31 January
		2026		2025		2026
		(unaudited)		(unaudited)		(audited)
Loss for the financial period		(71,809)		(165,631)		(258,251)
Weighted average number of shares		184,640,884		100,000,000		113,680,274
Basic and diluted loss per share		(0.04)p		(0.17)p		(0.23)p

The loss and weighted average number of shares used for calculating the diluted loss per share are identical to those for the basic loss per share. The outstanding share options would have the effect of reducing the loss per share and would therefore not be dilutive under IAS 33 ‘Earnings per Share’.

6 Share capital

		31 July 2026				31 July 2025
		Number		£		Number		£
		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Allotted, called up and fully paid
Ordinary shares of 0.1p each		219,000,000		219,000		100,000,000		100,000
Deferred shares of 0.9p each		100,000,000		900,000		100,000,000		900,000
				1,119,000				1,000,000
		31 January 2026
		Number		£
Allotted, called up and fully paid		(audited)		(audited)
Ordinary shares of 0.1p each		129,900,000		129,900
Deferred shares of 0.9p each		100,000,000		900,000
				1,029,900

7 Dividends

The Directors do not propose to declare a dividend for the period.

8 Related party transactions

Key management personnel are considered to be the Directors of the Company.  The Company had no employees other than the Directors during the period.

Compensation of key management personnel for the period was as follows:

		Six months ended		Six months ended		Year ended
		31 July		31 July		31 January
		2026		2025		2026
		(unaudited)		(unaudited)		(audited)
		£		£		£
Short-term employee benefits (salaries and fees)		2,500		87,692		102,692
Pension contributions		-		467		467
Share-based payments		665		1,263		1,964
		3,165		89,422		105,123

During the period, consultancy fees of £11,600 (six months ended 31 July 2025: £nil; year ended 31 January 2026: £16,400) were charged to the Company by Sallork Legal and Compliance Limited (“Sallork”), a company in which Richard Mays is a director. Included in trade and other payables at 31 July 2026 is £12,000 (31 July 2025: £nil; 31 January 2026: £6,240) owing to Sallork.  There are no terms as to interest or repayment in respect of this balance.

At 31 July 2026, the amounts owed to the Directors included in trade and other payables, relating to unpaid remuneration and fees, were £20 to Richard Mays (31 July 2025: £383; 31 January 2026: £1,093) and £nil to Nicholas Pillar (31 July 2025: £nil ; 31 January 2026: £1,000).

During the period, Richard Mays and Nicholas Pillar subscribed for 2,000,000 and 3,200,000 ordinary shares respectively, in the placing completed in March 2026 on the same terms as other subscribers.

Other than as set out above, there were no related party transactions during the period, and there have been no material changes in the related party transactions described in the Company’s annual report for the year ended 31 January 2026 that could have a material effect on the financial position or performance of the Company in the six months ended 31 July 2026.

9 Events after the reporting period

Since the period end, the Company has announced that it has entered into an Exclusivity Agreement and Non-Binding Heads of Terms to acquire the entire issued share capital of Apostrophy AG, a private Swiss technology enterprise operating in the telecommunications sector.

As the Proposed Acquisition would, if it proceeds, constitute an initial transaction (a reverse takeover) under the FCA’s UK Listing Rules, trading in the Company’s ordinary shares on the London Stock Exchange was suspended with effect from 7.30 a.m. on 4 September 2026 and remains suspended at the date of this announcement. The suspension is expected to continue until either a prospectus in respect of the enlarged group is published or the Company announces that the Proposed Acquisition is not proceeding.

The proposed acquisition, which would if completed constitute an initial transaction for the Company, remains subject to, amongst other things, the satisfactory completion of due diligence, the negotiation and execution of binding legal documentation and, where applicable, the approval of shareholders and any relevant regulatory or other authorities. Accordingly, there is no certainty that a binding agreement will be entered into or that any transaction will complete. Further announcements will be made in due course as appropriate.

10 Copies of interim results

Copies of the interim results can be obtained from the website www.milton-capital.co.uk. From this site you may access our financial reports and presentations, recent press releases and details about the Company and its operations.

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements.  Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions.  These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities.  Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements.  Persons receiving and reading this announcement should not place undue reliance on forward-looking statements.  Unless otherwise required by applicable law, regulation or accounting standard, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

 

END