Half-year Report

Eight Capital Partners PLC

24 September 2025

 

24 September 2025

EIGHT CAPITAL PARTNERS PLC

("Eight Capital" "ECP" or the "Company")

UNAUDITED INTERIM REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2025

Eight Capital Partners plc (AQSE: ECP), the financial services operating company that aims to grow shareholder value through businesses engaged in "Fintech" operations including in the digital banking-lending, asset management and advisory sectors announces its interim statement for the half year ending 30 June 2025.  Comparative figures are shown for the comparable period in the previous financial year unless otherwise stated:

Chairman's Interim Report

I am pleased to present the Company's interim results to 30 June 2025.

For the six months ended 30 June 2025, the Company reported revenues of £0.07m compared with £0.003m for the equivalent period in 2024. The increase reflects higher levels of transaction-led activity, although revenues remain subject to volatility inherent in the advisory segment of the Group's business model.

Operating costs were tightly controlled, with general expenses reduced to £0.179m (2024: £0.375m) and staff costs down to £0.024m (2024: £0.108m). Legal and professional fees also decreased materially to £0.050m (2024: £0.159m).

Foreign exchange movements materially influenced performance. In 2025, the Company recorded a foreign exchange gain of £1.189m on the retranslation of the euro denominated financial instruments received following the sale of the 1AF2 Bond  (2024: £0.535m loss).

Profit from operations was £0.935m, reversing the prior period's operating loss of £1.548m.

After finance costs of £0.032m (2024: £0.047m) and no finance income (2024: £0.294m), profit before taxation was £0.903m (2024: £1.301m).

The net asset position of the Company has strengthened significantly. Net assets increased to £33.1m (30 June 2024: £11.5m), largely attributable to the write back of part of the value of the financial instruments received following the sale of the 1AF2 Bond, as described in the results for the 12 months to 31 December 2024.

During the period the Company disposed of all of its holding of shares in Evrima plc.

In January 2025 the Company implemented a Capital Reorganisation to reduce the number of shares in issue and simplify the capital structure. Following the  Capital Reorganisation the number of shares in issue reduced from 187,451,704,000 to 46,862,926 ordinary shares of nominal value £0.40. At the same time  the Company converted a total of €1.08m of its Eight Capital 4.8% Bonds due 3 September 2026 (ISIN: XS2027405880) into 810,325 ordinary shares. As a result of the Bond Conversion, the Company has no outstanding Bond liability, strengthening the Company's balance sheet and allowing greater financial flexibility to support planned future growth initiatives.

The Company continues to actively manage its existing holdings and pursue new investment opportunities. We are progressing negotiations regarding a potential new investment in a European bank, which would serve as a platform to fund a suite of fintech lending products. Discussions are advancing well.

We have made good progress in discussions with three senior professionals with strong track records in M&A, capital markets, and corporate finance to be appointed to the board. Their addition would significantly strengthen the Group's transaction and capital markets capabilities, supporting ECP's strategy and enhancing Epsion Capital's ability to attract and service third-party clients.

We have also been working on tactical refinements to our strategy relating to the changing market opportunity, track record, skills and business networks of our potential new senior team.  Shareholders will be updated on the appointments and tactical refinements in due course.

Recognising that the success of ECP depends on the commitment of its people, we have introduced an Employee Share Benefit Scheme. This initiative provides for the allocation of ECP shares to reward and incentivise team members. Epsion Capital operates this scheme independently under a specific mandate.

Outlook

The Board remains confident in the trajectory of the business. Our pipeline of fintech partnerships and our acquisition strategy are expected to soon show tangible progress, with scale-up opportunities firmly in sight. The Company's security portfolio continues to represent a core financial asset with good value realisation prospects, while forthcoming leadership enhancements, refinements to strategy and the employee share scheme further strengthen our foundation for growth.

Dominic White

Chairman

24 September 2025

The directors of the Company take responsibility for this announcement.

For further information, please contact:

Eight Capital Partners plc	[phone]
Dominic White, Chairman	[e-mail]
AQSE Exchange Growth Market Corporate Adviser
Cairn Financial Advisers LLP	[phone]
Jo Turner / Liam Murray

 

Eight Capital Partners plc

Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

for the six months ended 30 June 2025

	Note	Six months ended 30 June 2025 Unaudited £'000		Six months ended 30 June 2024 Unaudited £'000		Year ended 31 December 2024 Audited £'000
Revenue		70		3		48
Other operating income		-		5		22
Corporate advisory fees		-		(31)		(97)
Foreign exchange profit/(loss)		1,189		(535)		(1,344)
General expenses		(179)		(375)		(292)
Legal and professional fees		(50)		(159)		(362)
Rent and rates		-		(13)		(11)
Staff costs		(24)		(108)		(232)
Discontinued operations		-		55		-
Net change in unrealised/realised gains and losses on investments at fair value through profit or loss		(71)		(390)		20,457
Impairment of other receivables recognised at amortised cost		-		-		(106)
Profit/(loss) from operations		935		(1,548)		18,083
Finance income		-		294		294
Finance expense including debt modification gain or loss		(32)		(47)		(82)
Profit/(loss) before tax		903		(1,301)		18,295
Taxation		-		-		-
Profit/(loss) for the period		903		(1,301)		18,295
Other comprehensive income		-		-		-
Total comprehensive income		903		(1,301)		18,295
Basic and diluted earnings / (loss) per share (pence):	2	0.0019		(0.0278)		0.0390

Eight Capital Partners plc

Unaudited Condensed Consolidated Statement of Financial Position at 30 June 2025

	Note	As at 30 June 2025 Unaudited £'000		As at 30 June 2024 Unaudited £'000		As at 31 December 2024 Audited £'000
Non-current assets
Goodwill		-		-		-
Intangible assets		-		-		-
Property, plant and equipment		-		3		-
Total non-current assets		-		3		-
Current assets
Investments	3	33,057		13,124		33,138
Trade and other receivables		1,316		211		153
Cash and cash equivalents		2		42		4
Total current assets		34,375		13,377		33,295
Current liabilities
Bank overdraft		27				16
Trade and other payables		1,204		1,004		1,079
Loans and borrowings		-		-		867
Total current liabilities		1,231		1,004		1,962
Non-current liabilities
Long term bond		-		882		-
Total non-current liabilities		-		882		-
Net assets		33,144		11,494		31,333
Capital and reserves
Share Capital	4	20,366		20,042		20,042
Share premium account		22,583		21,999		21,999
Convertible debt option reserve		84		84		84
Currency translation reserve		-		-		-
Retained earnings		(9,889)		(30,631)		(10,792)
Total equity		33,144		11,494		31,333

Eight Capital Partners plc

Unaudited Condensed Consolidated Cash Flow Statement for the six months ended 30 June 2025

	Note	Six months ended 30 June 2025 Unaudited £'000		Six months ended 30 June 2024 Unaudited £'000		Year ended 31 December 2024 Audited £'000
Cash flows from operating activities
Profit/(loss) for the period		903		(1,301)		18,295
Adjustments for:
Depreciation of property plant and equipment		-		-		3
Amortisation of intangible fixed assets		-		-		-
Equity settled current liability		27		-		-
Finance income		-		(294)		(294)
Finance expense		32		47		82
Net change in unrealised / realised gains and losses on investments at fair value through profit or loss		71		390		(20,457)
Impairment of other receivables at amortised cost		-		-		106
Net foreign exchange (gain)/loss		(1,189)		535		1,344
		(156)		(623)		(921)
Movements in working capital:
(Increase)/Decrease in trade and other receivables		(1,163)		276		591
Increase/(decrease) in trade and other payables		98		(358)		(367)
Net cash used in operating activities		(1,221)		(705)		(697)
Cash flows from investing activities
Proceeds on disposal of property plant and equipment		-		12
Proceeds on sale of financial assets		1,240		434		(6)
Interest received		-		304		656
Net cash from investing activities		1,240		750		650
Cash flows from financing activities
Proceeds from borrowings		-		-		-
Interest paid		(32)		(38)		-
Net cash used in financing activities		(32)		(38)		-

Eight Capital Partners plc

Unaudited Condensed Consolidated Cash Flow Statement for the six months ended 30 June 2025

(continued)

Net (decrease)/increase in cash and cash equivalents		(13)		7		(47)
Cash and cash equivalents at the beginning of the period		(12)		35		35
Cash and cash equivalents at the end of the period		(25)		42		(12)

Eight Capital Partners plc

Unaudited Condensed Consolidated Statement of Changes in Equity for the six months ended 30 June 2025

	Share capital	Share premium	Convertible debt option reserve	Other reserves	Retained Earnings	Total equity
	£000	£000	£000	£000	£000	£000
At 1 January 2024	20,042	21,999	84	-	(29,330)	12,795
Changes in equity for period
Loss for period	-	-	-	-	(1,301)	(1,301)
Other comprehensive income	-	-	-	-	-	-
At 30 June 2024	20,042	21,999	84	-	(30,631)	11,494
Changes in equity for period
Profit for period	-	-	-	-	19,596	19,596
Discontinued activities	-	-	-	-	243	243
At 31 December 2024	20,042	21,999	84	-	10,792	31,333
Changes in equity for period
Profit  for period	-	-	-	-	903	903
Share capital issue	324	584	-	-	-	908
At 30 June 2025	20,366	22,583	84	-	(9,889)	33,144

Eight Capital Partners plc

Notes to the Interim Financial Statements

For the six months ended 30 June 2025

1.   Accounting policies

Basis of preparation

These interim financial statements have been prepared in accordance with UK-adopted international accounting standards.

The interim financial statements do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2024 audited annual report. The statutory financial statements for the year ended 31 December 2024 were prepared in accordance with UK-adopted international accounting standards. The auditors reported on those financial statements and their audit report was unqualified.

The interim financial information is unaudited, has not been reviewed by the Company's auditors and does not constitute statutory accounts as defined in the Companies Act 2006.

The interim financial information was approved and authorised for issue by the Board of directors on

24 September 2025.

Going concern

As at the date of this report, the Group had cash or cash equivalents, listed shares and contractually agreed receivables amounting to an aggregate £0.02m.

The Board noted that as at 30 June 2025 the group providing the original 1AF2 Ltd Bond security package, The AvantGarde Group S.p.A (TAG), who also owns a stake in the SFE group of companies who is the counterparty to the 1AF2 Ltd bond disposal, had new holdings and operations in a Nasdaq listed company Nuburu Inc.  This listed public company has recently signed significant equity facilities with major investors such as Yorkville Advisers Global LP for up to 100 million USD and raised capital against that facility in September 2025 of 12m USD.  In addition to the above, a letter of support has been provided by the Company's principal shareholder, Trumar Capital LLC, providing additional comfort to the board that the Company has sufficient cash flow to cover requirements should there be any limitation to the recoverability of the Settlement Financial Instruments or revenue.

Whilst this provides no guarantee of income from its securities portfolio or other sources, the Board feels that such connections further strengthen the Company's overall position in terms of future liquidations and income. These items together provide the board with confidence that there will be cash and other liquid assets forthcoming from the Company's other operating activities, to provide sufficient working capital for ECP for at least the next 12 months.

The Board believes that the Company will have sufficient working capital for at least the next 12 months from the date of these accounts.

2.   Earnings per share

	Six months  ended 30 June 2025 £'000		Six months ended 30 June 2024 £'000	Year ended 31 December 2024 £'000
Basic and diluted
(Loss) / profit for the period attributable to owners of the Company	903		(1,301)	18,295
Weighted average number of shares: Restated for June and December 2024	47,673,251		46,862,926	46,862,926
Basic earnings / (loss) per share (pence):	0.0019		(0.0278)	0.039

In January 2025 the Company completed a Capital Reorganisation under which every 4,000 ordinary shares of £0.0001 nominal value were consolidated into 1 new ordinary share of £0.40 nominal value. As a result, the number of ordinary shares in issue reduced from 187,451,702,503 to 46,862,926.

In addition, in January 2025, €1.08m of the Company's 4.8% Bonds due 3 September 2026 were converted into 810,325 ordinary shares of £0.40 nominal value. Following this conversion, the Company had 47,673,251 ordinary shares in issue at 30 June 2025.

Earnings per share for the six months ended 30 June 2025 and for the comparative periods have been calculated by dividing the profit/(loss) attributable to ordinary shareholders by the weighted average number of shares in issue during each period. The prior period share numbers have been restated for the share consolidation to ensure comparability.

Eight Capital Partners plc

Notes to the Interim Financial Statements

For the six months ended 30 June 2025 (continued)

3.   Investments

		Listed investments	Total
		£'000	£'000
Fair value at 1 January 2024		14,517	14,517
Disposals		(434)	(434)
Fair value adjustments		(400)	(400)
Foreign exchange adjustment		(559)	(559)
Fair value at 30 June 2024		13,124	13,124
Additions		284	284
Discontinued activities		(285)	(285)
Fair value adjustment		20,857	20,857
Foreign exchange adjustments		(842)	(842)
Fair value at 31 December 2024		33,138	33,138
Disposals		(1,249)	(1,249)
Fair value loss on listed investments		(27)	(27)
Foreign exchange adjustments		1,195	1,195
Fair value at 30 June 2025		33,057	33,057

The table below sets out the fair value measurements using the fair value hierarchy. Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 - valued using quoted prices in active markets for identical assets.

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

There were no transfers between categories during the period.

	Six months  ended 30 June 2025 £'000		Six months ended 30 June 2024 £'000	Year ended 31 December 2024 £'000
Categorised as
Level 1 - quoted investments	15		175	42
Level 2 - unquoted investments using quoted prices	-		-	-
Level 3 - unquoted investments and illiquid quoted investments	33,042		12,949	33,096
	33,057		13,124	33,138

Eight Capital Partners plc

Notes to the Interim Financial Statements

For the six months ended 30 June 2025 (continued)

 

4.   Share capital

Ordinary share capital is summarised below:

			Number of Ordinary Shares of 0.01p	Nominal value  £'000
	As at 31 December 2024		187,451,702,503	18,745
			Number of Ordinary Shares of 40p	Nominal value  £'000
	As at 30 June 2025		47,673,251	20,366

Deferred share capital is summarised below:

		Number of Deferred Shares of 0.24p	Nominal value  £'000
As at 31 December 2024 and 30 June 2025		540,166,760	1,297

 

END