Final Results

Primorus Investments PLC

02 June 2026

 

Primorus Investments plc

("Primorus" or the "Company")

Final Results

Primorus Investments plc (AIM: PRIM) is pleased to report its final results for the year ended 31 December 2025.  The Annual Report & Accounts for the year ended 31 December 2025 ("Annual Report") are available on the Company's website, www.primorusinvestments.com.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

For further information please contact:

Primorus Investments plc:	[phone]
Rupert Labrum, Chairman
Nominated Adviser & Broker:	[phone]
Cairn Financial Advisers LLP
Sandy Jamieson / James Western

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. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates.

Chairman's statement incorporating the strategic report

For the year ended 31 December 2025

Overview

I am pleased to present the Chairman's Statement and Strategic Report for the financial results of Primorus Investments plc ("Primorus" or the "Company") for the year ended 31 December 2025.

Introduction

During the year, the Company continued to execute its strategy of investing in growth-oriented businesses with strong management teams, while actively managing portfolio risk and liquidity. Against a backdrop of ongoing economic uncertainty, higher interest rates and geopolitical instability, Primorus demonstrated resilience and made further progress in strengthening and simplifying its investment portfolio.

A number of investee companies performed well during the year and delivered encouraging operational and strategic progress. Where investments no longer aligned with the Company's long-term objectives, the Board took decisive action to recycle capital, including the disposal of the Company's holding in Pri0r1ty Intelligence Group plc.

The Company also reviewed a wide range of new investment opportunities during the year. Each was assessed rigorously in accordance with the Company's investment strategy and capital allocation framework, ensuring a disciplined and selective approach to deployment of funds.

Alignment between the Board and shareholders remains strong. Directors continued to make on-market purchases during the year.  In July 2025, the Company implemented a share buy-back programme (following a rule 9 waiver approved by shareholders) which resulted in 15,330,968 ordinary shares so far to date being repurchased by the Company.

The Company continues to hold a solid liquidity position and remain confident in our ability to generate attractive returns for shareholders.

Investment highlights

·     Fresho Pty Ltd continues to expand its platform, reporting strong growth and revenue. Fresho has also expanded its software into the US during 2025. Primorus holds approximately 5% of Fresho on a fully diluted basis.

·     Virtualstock Holdings Ltd, was purchased by US based Logicbroker in October 2025. Under the terms of the sale and purchase agreement, Primorus will receive consideration of up to approximately £720,000, which is comprised of cash on completion, earn out, deferred consideration and an equity interest in the buyer.

·      A further £275,000 investment in Interpac Limited as part of a £3.6 million funding round, increasing the Company's fully diluted interest to approximately 4.3%.

·      Pri0r1ty Intelligence Group PLC: Primorus disposed of its shareholding in June 2025 for gross proceeds of £977,000.

·    Ongoing challenges at Clean Power Hydrogen plc, including operational and supply chain delays hampered the first half of 2025, a placing was completed in August. The second half of the year has seen CPH2 drive its commercialisation phase with technology wins enhancing its product market fit, culminating in the successful completion of the level 1 Factory Acceptance Test of the next generation MFE220 I MW unit.  For events subsequent to the year end see note 4 below.

·     WeShop Holdings Limited ("Weshop"). Primorus' holding in Weshop is held through a UK private company called Community Social Investment Limited (CSIL).  WeShop listed on the NASDAQ Capital Market in November 2025.

The Company continues to hold a number of legacy investments that are not aligned with its long-term strategic focus, including Sport80, Stream TV and MEVIE. The Board intends to realise value from these investments when appropriate liquidity events arise, or fair value offers are available.

Looking ahead, the Board remains cautious given the uncertain macroeconomic environment but is confident that the Company's disciplined investment approach, active portfolio management and strong balance sheet position it well to pursue attractive opportunities while managing risk.

Non-material changes to the Company's investment portfolio will continue to be disclosed through periodic updates on the Company's website in accordance with AIM Rule 26, rather than by regulatory announcement.

Financial highlights

The profit before tax for the year was £0.902 million (2024: profit of £2.689 million). The net profit after tax was £0.902 million (2024: profit of £2.689 million). Total assets including cash at 31 December 2025 amounted to £6.259 million (2024: £5.930 million).

The cash balance was £19,000 as at 31 December 2025 (2024: £42,000).

Investee companies

The majority of the Company's investments in underlying investee companies are minority investments. Whilst we may offer advice to the management of the investee companies, specifically about their business objectives and goals, they can and sometimes do ignore such advice. Similarly, those investee companies which are privately held do not have similar disclosure obligations to publicly quoted companies and therefore, any updates they provide about their businesses can be piecemeal and, in certain cases, non-existent save where the Board specifically requests an update.  The Company does maintain an open dialog with its investee companies in order to monitor performance.

Primorus has no operational capacity insofar as it pertains to any of its investee companies, and whilst the Board will look to structure investments in a format where Primorus can have a high degree of oversight, this was not done with the Company's historic investments and, as such, there are inherent risks in that investee companies are not as accountable to the Company as the Board would prefer them to be. The Board intends, wherever possible, to seek more oversight in any significant new investments which the Company makes into private companies or unquoted public companies. It is unlikely the Company will make investments into either such companies unless there is a clear route to a relatively near- term liquidity event such as a trade sale or an IPO.

Summary and Outlook

The year under review saw the Company begin to gain meaningful traction.  Despite several headwinds affecting both Primorus and the wider markets, the Board believes the Company is well positioned to take advantage of opportunities as they arise. 

The Company did not need to raise capital during 2025, and the Board sees no immediate requirement to do so given the Company's holdings of liquid instruments and cash.  While the Board does not rule out the possibility of a capital raising should the right opportunity present itself, at the time of writing the Company is not considering any potential investments that would necessitate such action.

The Board will continue to explore innovative ways to enhance shareholder value, which may include reviewing alternative company structures.

Improving the clarity and transparency of the Company's investments also remains a priority.  Historically, it has been difficult to obtain accurate valuations for some of our holdings; however, as the Company increasingly focuses on investments with greater liquidity, this should support a valuation closer to the Company's net asset value ("NAV").  While it is common for investment companies to trade at a discount to NAV, the Board believes the Company is undervalued given its current share price and resulting market capitalisation.

Cost control remains a key focus, particularly in the current environment. The Board will continue to prioritise efficiency while working to enhance shareholder value.

The Board would like to thank shareholders for their continued support and understanding during this period of uncertainty and exceptional circumstances and wishes them well for the year ahead.

2026

The Board remains committed to its strategic criteria for each new investment and has reiterated the core requirements below:

·      It must enable Primorus the opportunity to acquire a meaningful stake in the investee company.

·      A clear and realistic exit route must be in place.

·      There should be an opportunity for the Board to play an active role in the investee company's development.

·      The Board and the investee company's management team must share a common vision and strategic alignment.

·      The investment committed by the Company will be proportionate to the risk/reward opportunity.

·      There should be a greater opportunity for the Company's shareholders to benefit directly from the increase in capital values from each investment.

Our operational targets for the remainder of 2026, in line with our investing policy, are:

·      To continue to focus on applying financial resources diligently, with controlled corporate costs and focused investment.

·      To continue to build working capital, preferably through organic means, by exiting investments which have generated significant returns on investment.

·      To continue to build our external network and to develop our managerial team to provide confidence in the market of our abilities to achieve our strategic business objective of identifying significant value-enhancing investment opportunities.

·      To proactively continue the work the Board has already started to achieve with the crystallisation of value from certain investment opportunities which it has identified.

·      To continue to review new opportunities and where financially and operationally practical to make investments in such opportunities which present the most upside to the Company.

·      To retain sufficient capital resources through cash or liquid investments to enable the Company to have access to immediate capital for the purposes of deploying into larger positions that are the most strategically aligned opportunities.

·      To divest the non-core investments when suitable liquidity events arise, or fair value can be achieved by alternative means.

Rupert Labrum

Date       1^st June 2026

Statement of Profit or Loss and Other Comprehensive Income

For the year ended 31 December 2025

		2025		2024
	Notes	£000		£000
Income
Realised (loss)/gain on financial investments		(243)		3,168
Unrealised gain on financial investments		1,263		233
Gross Profit		1,020		3,401
Operating expenses
Administrative expenses		(390)		(720)
Impairment reversal/(charge) of financial investments	2	248		-
Operating Profit		878		2,681
Other Income		24		-
Finance income		-		17
Finance costs		-		(9)
Profit before tax		902		2,689
Taxation		-		-
Profit for the year		902		2,689
Other comprehensive income for the year net of tax		-		-
Total comprehensive income		902		2,689
Earnings per share attributable to the ordinary equity holders of the Company
		2025		2024
		Pence		Pence
Basic and diluted profit per share	3	0.674		1.923

The notes form part of these financial statements.

Statement of Financial Position

Company Registration Number 03740688

As at 31 December 2025

				2025		2024
ASSETS		Notes		£000		£000
Non-Current Assets
Financial Investments		2		4,909	5	4,733
Current Assets
Financial Investments		2		1,007		1,054
Trade and other receivables				324		101
Bank and cash balances				19		42
				1,350		1,197
Total Assets				6,259		5,930
LIABILITIES
Current Liabilities
Trade and other payables				142		142
Total Liabilities				142		142
Net Assets				6,117		5,788
EQUITY
Issued capital and reserves
Share capital				280		280
Treasury shares				(573)		-
Retained earnings				6,410		5,508
Total Equity				6,117		5,788

The notes form part of these financial statements.

These Financial Statements were approved and authorised for issue by the board of directors on 1^st June 2026.

R Labrum                                                                                        H Clark

Rupert Labrum                                                                                Hedley Clark

Director                                                                                            Director

Statement of Changes in Equity

For the year ended 31 December 2025

	Share capital	Share premium	Treasury Shares   (at cost)	Retained earnings	Total attributable to owners of the company
	£000	£000	£000	£000	£000
Balance at 1 January 2024	280	-	-	4,917	5,197
Profit for the year	-	-	-	2,689	2,689
Total comprehensive income for the year	-	-	-	2,689	2,689
Dividends	-	-	-	(2,098)	(2,098)
Balance at 31 December 2024	280	-	-	5,508	5,788
Balance at 1 January 2025	280	-	-	5,508	5,788
Profit for the year	-	-	-	902	902
Total comprehensive income for the year	-	-	-	902	902
Repurchase of own shares	-	-	(573)	-	(573)
Balance at 31 December 2025	280	-	(573)	6,410	6,117

The notes form part of these financial statements.

Statement of Cash Flows

For the year ended 31 December 2025

		2025		2024
		£000		£000
Cash Flows from Operating Activities
Operating profit		902		2,681
Adjustments for:
Loss/(Profit) on disposal of financial investments		243		(3,168)
Fair value movements on financial investments		(1,263)		(233)
Impairment provision on unlisted investments		(248)		-
Net foreign exchange (gain)/loss		(7)		163
		(373)		(557)
Movement in working capital:
(Increase) in trade and other receivables		(223)		(89)
(Decrease) in trade and other payables		-		(2)
Cash used in operations		(596)		(648)
Income taxes paid		-		-
Net cash used in operating activities		(596)		(648)
Cash flows from investing activities
Proceeds from sale of financial investments		2,542		6,121
Purchase of financial investments		(1,396)		(4,116)
Net cash from investing activities		1,146		2,005
Cash flows from financing activities
Dividends paid		-		(2,098)
Purchase of own shares		(573)		-
Finance income		-		17
Finance cost		-		(9)
Net cash used in financing activities		(573)		(2,090)
Net decrease in cash and cash equivalents		(23)		(733)
Cash and Cash Equivalents at beginning of year		42		775
Cash and Cash Equivalents at end of year		19		42

The notes form part of these financial statements.

1.    Accounting Policies

Basis of Preparation

Primorus Investments plc is a public company incorporated and domiciled in the England and Wales. The Company's registered office is 48 Chancery Lane, London, WC2A 1JF. The Company's shares are listed on the AIM market of the London Stock Exchange.

The Company meets the definition of an investment company.

The Financial Statements are for the year ended 31 December 2025 and 2024 and have been prepared under the historical cost convention, except for financial investments measured at fair value.

The financial statements have been prepared in accordance with UK-adopted international accounting standards in accordance with the requirements of the Companies Act 2006.

These financial statements have been prepared and approved by the Directors on 1^st June 2026 and signed on their behalf by Rupert Labrum and Hedley Clark.

The accounting policies have been applied consistently throughout the preparation of these financial statements and the financial report is presented in Pound Sterling (£) and all values are rounded to the nearest thousand pounds (£000) unless otherwise stated.

Going Concern

The Directors noted the operating profit that the Company has made for the year ended 31 December 2025 and with the various investments in the year  the Company's cash resources have largely remained unchanged. The Directors have prepared cash flow forecasts for a period of at least twelve months from the date of the approval of these financial statements.

The cost structure of the Company comprises a high proportion of discretionary spend and therefore in the event that cash flows become constrained, costs can be quickly reduced to enable the Company to operate within its available funding.

These forecasts demonstrate that the Company has sufficient cash and liquid funds (i.e. investments in listed companies) available to allow it to continue in business for a period of at least twelve months from the date of the approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

It is the prime responsibility of the Board to ensure the Company remains a going concern.  On 31 December 2025 the Company had cash and cash equivalents of £19,000.  The Company also has listed financial investments of

£976,000 as at 31st December 2025 all of which are classified as current assets.  The Company has minimal contractual expenditure commitments, and the Board considers the present funds, including those raised from the sales of its unlisted investment, and future disposals of its listed financial investments sufficient to maintain the working capital of the Company for a period of at least 12 months from the date of signing the Annual Report and Financial Statements. For these reasons the Directors adopt the going concern basis in preparation of the Financial Statements.

2.    Financial investments

		£000	£000	£000	£000
		Level 1	Level 2	Level 3	Total
Fair Value at 31 December 2023		868	-	3,686	4,554
Additions		2,180	-	1,936	4,116
Transfer		300	-	(300)	-
Fair value changes		233	-	-	233
Profit on disposals		17	-	3,151	3,168
Disposal		(1,230)	-	(4,891)	(6,121)
Foreign Exchange		-	-	(163)	(163)
Fair Value at 31 December 2024		2,368	-	3,419	5,787
Additions		900	-	496	1,396
Transfer		-	708	(708)	-
Fair value changes		(7)	1,270	-	1,263
Reversal of impairment		-	167	81	248
(Loss)/Profit on disposals		(317)	-	74	(243)
Disposal		(1,968)	-	(574)	(2,542)
Foreign Exchange		-	-	7	7
Fair Value at 31 December 2025		976	2,145	2,795	5,916
The 2025 financial assets are split as follows:
Current assets - listed		976	-	-	976
Current assets - unlisted		-	31	-	31
Non-current assets - unlisted		-	2,114	2,795	4,909
Total		976	2,145	2,795	5,916
The 2024 financial assets are split as follows:
Current assets - listed		1,054	-	-	1,054
Non-current assets - listed		1,314	-	-	1,314
Non-current assets - unlisted		-	-	3,419	3,419
Total		2,368	-	3,419	5,787

         Financial investments (continued)

£000 £000 £000 £000 Level 1 Level 2 Level 3 Total
Profit on investments held at fair value through profit or loss for 2025
Fair value (loss)/gain on investments	(7)	1,270	-	1,263
Reversal of impairment	-	167	81	248
Realised (loss)/gain on disposal of investments	(317)	-	74	(243)
Net profit on investments held at fair value through profit or loss	(324)	1,437	155	1,268

£000 £000 £000 £000 Level 1 Level 2 Level 3 Total
Profit on investments held at fair value through profit or loss for 2024
Fair value gain on investments	233	-	-	233
Realised gain on disposal of investments	17	-	3,151	3,168
Net gain on investments held at fair value through profit or loss	250	-	3,151	3,401

Level 1         represents those assets, which are measured using unadjusted quoted prices for identical assets.

Level 2         applies inputs other than quoted prices included in Level 1 that are observable for the assets either directly (as prices) or indirectly (derived from prices).

Level 3         applies inputs, which are not based on observable market data.

Investments are held at fair value through profit and loss using a three-level hierarchy for estimating fair value.

At the year end, the Directors have reviewed the carrying value of the investments and have determined that no further impairment is required (2024: £nil). 

Investments comprise both listed and unlisted investments. The listed investments are traded on stock markets throughout the world and are held by the Company as a mix of strategic and short-term investments.

Significant additions and disposals during the year and subsequent to the year end

Interpac Limited ("Interpac")

In March 2025 the Company made an additional investment of £275,000 in Interpac , acquiring a further 27,500 shares at a price of £10.00 per share.  This was part of a £3.6 million fundraise for Interpac.  The Issue Price was at a 25% premium to Primorus' previous participation in September 2023 and a 71% premium to Primorus' initial investment announced in September 2022, an endorsement of Interpac's strategy and progress to date.  Following the latest investment the Company now holds 79,610 shares in Interpac, representing approximately 5.1% of Interpac's issued share capital (4.3% on a fully diluted basis).

Sale of shares in Pri0r1ty AI PLC ("Pri0r1ty")

In June 2025 the Company disposed of its entire holding of 11,677,755 ordinary shares in Pri0r1ty for approximately £977,000. The Company still retains 1,800,000 warrants over new ordinary shares in Pri0r1ty, exercisable at a price of £0.003 per new ordinary share until July 2027.

Sale of Virtualstock Holding Limited ("Virtualstock")

In September Virtualstock was acquired by US company, Logicbroker Inc, and under the terms of the sale and purchase agreement, Primorus will receive consideration of up to approximately £720,000, comprising cash of £112,000 on completion, further amounts in deferred consideration and an equity interest in the purchaser, the latter valued at £193,000.

Significant additions and disposals in 2024

Sale of Payapps Limited ("Payapps)

In 2024 Payapps was purchased by Autodesk Inc.  This resulted in the Company receiving approximately USD 6.1m, of which approximately USD 65,000 which has been retained as an indemnity in escrow until February 2027.  The purchase was for the Payapps' Construction Payment Management businesses (Payapps, GCPay and Webcontractor) and the acquisition did not include the Facilities Management ("FMI") business, which was separated out of Payapps prior to the closing of the acquisition and retained for the benefit of Payapps' existing shareholders. Further proceeds from the sale of the FMI business amounting to approximately AUS 91,000 were received in May 2025.

Purchase of shares in Fresho Pty Ltd

At various times during 2024 the Company purchased additional shares in Fresho Pty Ltd ("Fresho") for a total amount of £1.136m.  At 31^st December 2024 the Company owned 4,245,531 ordinary shares and 1,254,469 preference shares in Fresho, representing approximately 5.01% of Fresho's issued capital on a fully diluted basis.

Purchase of shares in Virtualstock Holding Limited

In May 2024 the Company purchased 250,000 shares in Virtualstock Holdings Limited for £2.00 per share, a total investment of £500,000.

Purchase of shares in Pri0r1ty AI PLC ("Pri0r1ty")

In August 2024 the Company purchased 18,100,000 shares in Pri0r1ty AI PLC for £0.0166 per share, a total investment of £300,460.  In December 2024, these shares were acquired by Alteration Earth PLC ("ALTE") in exchange for 6,085,163 shares in ALTE, a company in which Primorus had an existing investment.  ALTE had previously been listed on the main market of the London Stock Exchange and following the acquisition of Pri0r1ty by ALTE the company relisted on the AIM market of the London Stock Exchange and changed its name to Pri0r1ty Intelligence Group PLC  On admission to the AIM market the Company subscribed for a further 592,593 shares in ALTE for an investment of £80,000.  In aggregate, from admission, the Company held 11,677,755 ordinary shares representing approximately 12.1% of the issued share capital of Pri0r1ty.  The Company also holds 1,800,000 warrants over new ordinary shares in Pri0r1ty, exercisable at a price of £0.003 per new ordinary share until July 2027.

3.    Earnings per share

Basic and diluted earnings per share	2025		2024
	Pence			Pence
From continuing operations attributable to the ordinary equity holders of the Company		0.674		1.923
Total basic and diluted earnings per share attributable to the ordinary equity holders of the Company	0.674			1.923
The calculation of the profit per share is based on the profit after taxation divided by the weighted average number of shares in issue during the period:	2025			2024
	£000			£000
Profit for the year	902			2,689

Weighted average number of shares used as the denominator
	2025	2024
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share	133,864,229	139,830,968
Options	-	-
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share	133,864,229	139,830,968

4.    Events after the reporting date

Since the year end, the share price of WeShop Limited, quoted on the NASDAQ, has reduced from US$95.00 to US$6.85, the closing share price on 28^th May 2026.  The value of WeShop has an indirect effect on the valuation of the Company's investment in Community Social Investment Limited ("CISL"). As a result of the decrease in the share price, the calculated value of our investment in CISL had reduced by £1.961m since the year end.

On 29^th May 2026 following an incident during testing of their MFE220 1MW unit the management of Clean Power Hydrogen PLC ("CPH2") requested that the company's shares be suspended from trading on AIM.  Primorus holds shares in CPH which were valued at £120,000 as at 31^st December 2025.

 

END