Annual Report and Notice of AGM
Electric Guitar PLC reported a net profit of £0.3 million for the year ended 31 March 2026, a significant improvement from a £4.4 million loss in the prior year, primarily due to an exceptional credit from derecognised liabilities following a Company Voluntary Arrangement. The company completed a £0.3 million recapitalisation in April 2025, restored trading on AIM, and subsequently derecognised £1.4 million in liabilities. Further equity of £0.8 million was raised in June 2025, but trading was suspended pending a reverse takeover. Post-year-end, the company has entered into an option agreement to acquire West Thomas Field Services LLC, a midstream oil and gas business, with a revised option exercisable by October 2026, aligning with a new strategy focused on energy and AI sectors, particularly for behind-the-meter power for data centres. Cash at bank stood at £0.1 million as of 31 March 2026.
| Full year to 31 Mar 2026 | Now | Year before | Change |
|---|---|---|---|
| Operating profit | £0.3m | (£4.4m) | |
| Profit before tax | £0.3m | (£4.4m) | |
| Net income | £0.3m | (£4.4m) | |
| Cash from operations | (£0.9m) | (£0.7m) | |
| Cash | £0.1m | £0.2m | −49.2% |
Figures as reported, converted to £ where needed – see all financials.
Select text to share a quote on X · sign in to keep highlights & notes in your ELEG notes
The Board of Electric Guitar PLC is pleased to announce the publication of the Company's annual report and financial results for the year ended 31 March 2026.
Highlights
Net profit for the year of £0.3m (2025: loss of £4.4m), reflecting an exceptional credit arising from the derecognition of liabilities following the Company’s Company Voluntary Arrangement (“CVA”)
On 2 April 2025, £0.3m recapitalisation completed, and trading in the Company’s shares on AIM restored, following approval of the CVA
On 27 April 2025, £1.4m liabilities derecognised following the CVA becoming unconditional, with a new focus announced on the energy and/or AI sectors
On 18 June 2025, a further £0.8m equity placing completed
On 25 June 2025, trading in the Company’s shares on AIM was suspended under AIM rules pending a new reverse takeover
On 18 July 2025, agreement in principle announced to acquire Dunbar Energy Inc. (‘Dunbar’)
On 8 October 2025, CVA formally completed, with ‘debt for equity’ shares issued on 13 October 2025 in exchange for all the Company’s liabilities, leaving the Company essentially debt free
At 31 March 2026, the Company held cash at bank totalling £0.1m (2025: £0.2m)
The Company has elected not to present consolidated financial statements for FY26. The comparatives presented in the FY26 financial statements are for the Company only
Post balance sheet events highlights
On 29 April 2026, option signed to acquire 50% interests in oil and gas assets in Oklahoma from Vega Upstream JV LLC (“VUJV”) exercisable by 31 July 2026
On 5 May 2026, £0.2m equity investment in the Company agreed with VUJV
On 19 June 2026, exclusive negotiations with Dunbar terminated
On 4 August 2026, revised option agreed with VUJV exercisable by 31 October 2026 to acquire West Thomas Field Services LLC (‘WTFS’), the entire ‘midstream’ part of the Oklahoma oil and gas businesses recently acquired by VUJV, supporting the development of behind-the-meter (‘BTM’) power for AI datacentres
Annual Report and Accounts and Notice of Annual General Meeting
The Company's annual report and accounts for the year ended 31 March 2026, together with notice of the Annual General Meeting of the Company to be held on 11 November 2026 at 11.30 am GMT, will be sent to shareholders today. A copy of the annual report will shortly be made available on the Company's website at: www.electricguitarplc.com.
Contacts: Electric Guitar PLC Richard Horwood info@electricguitarplc.com Allenby Capital (Nominated Adviser and Joint Broker) Jeremy Porter / David Asquith 020 3328 5656 AlbR Capital (Joint Broker) Jon Belliss / Colin Rowbury 020 3026 0320
CHAIR’S STATEMENT
For the year ended 31 March 2026
I present the Company’s Annual Report and Audited Financial Statements for the year ended 31 March 2026.
Since April 2025, following the Company’s CVA being approved, the recapitalisation of the Company in March 2025, and restructuring of the Board to reflect its cash shell status, the Company has been led by Richard Horwood, who has worked diligently in managing the Company while pursuing a new acquisition.
I pay tribute to my predecessor as Chair, John Hutchinson, and to the former directors of the Company, John Regan and Caroline Worboys, who all helped navigate the Company through its difficult circumstances at the end of 2024; and to Sarfraz Munshi who joined Richard and myself as the new Board of the Company.
After reviewing a range of potential acquisitions that would constitute an RTO in accordance with AIM rules, and in light of surging demand for power to AI datacentres and similar high-intensity compute sites, the new Board decided to focus on businesses engaged in the generation of power for such operations, and in particular ‘behind-the-meter’ (“BTM”) power provided locally to such sites rather than being drawn from the public electricity networks.
After raising further capital, and with trading in the Company’s shares having been automatically suspended from trading on AIM in June 2025 under the AIM rules, we reached agreement in principle in July 2025 to acquire US energy and datacentre start-up Dunbar Energy Inc. (“Dunbar”).
However, after extensive investigation of Dunbar’s constantly evolving proposed asset acquisitions and strategy, in January 2026 we entered separate discussions with a team who had access to an immediately available portfolio of oil and gas wells in Oklahoma, including the associated ‘midstream’ business owned by West Thomas Field Services LLC (“WTFS”). A midstream business is the surface operation which gathers, processes, compresses and transports gas that has already been brought to the surface, and acts as merchant of the processed gas on behalf of the ‘upstream’ well operators.
Post balance sheet events
As we could not commit to acquiring the Oklahoma portfolio before undertaking thorough due diligence and a full RTO process including a fundraising, and as the sellers required an unconditional contract, in April 2026 the introducing team agreed to fund the Company with £227k in new equity to conduct our own detailed due diligence on the Oklahoma businesses; and also established its own joint venture, Vega Upstream JV, LLC (“VUJV”), to acquire those businesses, with Electric Guitar having an option to buy a 50% interest in them at any time until 31 July 2026.
In the event, after VUJV eventually completed its acquisition of the whole portfolio, on 4 August 2026 we agreed to revise the option to allow the Company to have the right to buy 100% of WTFS (the midstream business) instead of half interests in both that and the upstream wells, as the midstream business - being the part that adds value to the gas after it has been extracted - best fits our wider strategy of providing BTM power to datacentres and other digital infrastructure, with the aim of increasing the midstream company’s current revenues from traditional gas sales and midstream services.
We also agreed (i) to extend the deadline for our exercising the option to 31 October 2026 and for completing our acquisition by 30 November 2026; (ii) that VUJV would take up to USD 1 million of an agreed USD 6.9 million consideration in shares; (iii) that 2 months’ worth of WTFS’ pre-completion net income would be deducted from the purchase price; (iv) that the c. 160 acres of land on which WTFS’s equipment is located would be included in our purchase, potentially facilitating the implementation of our BTM power strategy; (v) that WTFS would have exclusive long term contracts to be the midstream partner for VUJV’s current and future upstream businesses; (vi) that we would have the right to adopt and apply to the purchase price up to a USD 5 million loan that VUJV is securing on the WTFS business; and (vii) that VUJV would have the right to appoint two non-executive directors to Electric Guitar’s Board on completion of the RTO, reflecting what would be its substantial equity stake in the Company, and its ongoing business relationship with us. Due diligence and other work continue as we progress the proposed transaction.
Conclusion
Subject to further work and due diligence, the revised transaction therefore represents a solid foundation from which the Company will be able to grow, and I am pleased to report that the Company is now poised to enter an exciting and potentially very profitable new journey in such an attractive industrial sector.
Grahame Cook
Chair
EXTRACTS FROM THE STRATEGIC REPORT AND DIRECTORS REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The directors present the strategic report for the year ended 31 March 2026.
The Company recorded a net profit for the year of £290,046 (2025: loss of £4,430,523). At 31 March 2026, the Company held cash at bank totalling £122,233 (2025: £240,430). The result reflects an exceptional credit of £1,261,646 arising from the derecognition of liabilities following the completion of the Company’s CVA in April 2025.
The Company has elected not to present consolidated financial statements for FY26 as more fully described in Note 2.1 to the Financial Statements. The comparatives presented in the FY26 financial statements are for the Company only.
To reflect the Company’s status as a cash shell, John Hutchinson, John Regan and Caroline Worboys stepped down as directors on 1 April 2025. Grahame Cook took over as non-executive Chair with Richard Horwood continuing as a non-executive director and Company Secretary, and with Sarfraz Munshi also joining us to complete the new Board.
Restoration of trading in the Company’s Ordinary Shares on AIM took place on 2 April 2025, when 875,000,000 new Ordinary Shares issued at 0.034 pence per Ordinary Share in respect of a £300,000 equity fundraising were admitted to trading on AIM to complete the share subscription; and a further 68,147,959 new Ordinary Shares were issued on conversion of £10,000 of the total convertible loans of £55,000 at 0.01467 pence per new Ordinary Share.
On 18 June 2025, the Company issued a further 968,750,000 new Ordinary Shares, comprising a further equity fundraising of £775,000 before expenses at 0.08 pence per new Ordinary Share, strengthening its cash position and enabling the Company to cover its anticipated expenses of a new RTO.
The Company’s shares were automatically suspended from trading on AIM on 25 June 2025, pursuant to the AIM rules, being six months after the Company was reclassified as an AIM Rule 15 cash shell and pending completion of a new RTO.
The CVA Supervisor finally completed the administration of the CVA in October 2025, when the Company issued 236,782,175 new Ordinary Shares to its former creditors, representing 8.6 per cent. of the enlarged equity, as approved by its creditors and members in full satisfaction of its pre-CVA liabilities. The outstanding balance of the Company’s convertible loans was at the same time automatically converted into 306,665,817 new Ordinary Shares, fully eliminating the rest of the Company’s pre-CVA debts.
The new Board reviewed a number of prospective acquisition targets that would constitute an RTO for the Company as a cash shell and determined that a business operating in the energy and/or AI sectors would offer the best prospects for the Company as an AIM-listed vehicle.
Accordingly, on 18 July 2025 we reached agreement in principle to acquire US energy and datacentre start-up Dunbar through an all-share RTO. Dunbar was seeking to build a US portfolio of natural gas and coal mine methane assets for on-site electricity generation and the deployment of mobile compute facilities. However, by January 2026, having invested significantly in investigating Dunbar’s constantly evolving proposed asset acquisitions and strategy, the Board concluded that an alternative initial acquisition target would need to be identified as an RTO.
This led to discussions with a team who had access to readily available US oil and gas assets with substantial existing cashflows to support the company’s wider BTM power strategy; and who also committed to provide the Company with £227,273 in new equity at 0.08p/share (which would result in 284,091,250 new Ordinary Shares being issued to them representing 9.36 percent of the Company’s enlarged equity) for the Company to cover the extra cost needed for us to investigate and arrange for the acquisition of those assets.
After initially reviewing a portfolio of oil and gas wells in Texas, focus shifted to an immediately available portfolio in Oklahoma, comprising both upstream wells (extracting the oil and gas), and a midstream business owned and operated by WTFS – the latter being the business that adds value to gas after it has been extracted, aligning with the Company's wider BTM power strategy.
Post balance sheet events
As the Company could not commit to acquiring the Oklahoma portfolio before undertaking thorough due diligence and a full RTO process including a fundraising, and as the sellers required a speedy unconditional contract, the introducing team established and funded VUJV as their own company to acquire it; and in April 2026 gave Electric Guitar an option (the “April Option”) to buy a 50% interest in what would be VUJV’s operated wells and midstream businesses.
Following VUJV completing its acquisition of the Oklahoma portfolio in July 2026 and as a result of further negotiation, on 4 August 2026 we agreed to revise the April Option to give us the right to acquire 100% of WTFS (instead of a 50% interest in that and a 50% interest in the operated upstream assets as provided for in the April Option); together with c. 160 acres of land on which the principal midstream assets are located, facilitating the Company's potential BTM opportunities there (the “Revised Option”).
The Revised Option extends the April Option’s 31 July 2026 deadline to 31 October 2026 for its exercise, and to 30 November 2026 to complete the acquisition. It also gives us the exclusive right to provide midstream services to VUJV's existing and future upstream operations for five years, effectively guaranteeing the Company's core revenues and supply of gas, as well as additional prospective revenues.
WTFS receives both fixed service fees and volume-related fees from the upstream operators, as well as a percentage of the gas sale price received from customers. As such, its underlying revenues and costs are more predictable and less capital intensive and volatile than those of upstream mining operations, whose revenues are closely tied to commodity oil and gas prices, whose running costs are higher, and whose capex requirements are typically more substantial and speculative. Following the acquisition, we will investigate the potential for developing BTM power facilities for intensive-compute digital infrastructure on the WTFS sites, with a view to utilising some of the collected gas and significantly enhancing its value, while continuing to receive most of the existing traditional midstream income.
The Revised Option provides for the purchase price of WTFS to be USD 6.9 million, reduced by the net income received on the WTFS business from an effective strike date of two months before completion of the acquisition ("Strike Date"). At the Company's discretion, up to USD 1 million of the net purchase price may be satisfied by the issue of new Ordinary Shares in the Company, which would make the net cash element of the purchase price USD 5.9 million, less the related net income since the Strike Date.
The Revised Option also provides for up to USD 5 million of the net purchase price to be satisfied by the Company's adoption of an up to USD 5 million 3-year term loan secured on the WTFS assets that is being arranged by and, if required by the lender, is to be guaranteed by, VUJV, which would reduce the cash element of the purchase price to less than USD 1 million.
It further provides that VUJV would have the right to appoint two non-executive directors to Electric Guitar’s Board on completion of the RTO, reflecting what would be VUJV’s substantial equity stake in the Company and our exclusive rights to grow with its business.
The Board believes that, subject to further work and due diligence and to the consent of the shareholders of the Company at a General Meeting, the acquisition of WTFS will provide an excellent foundation on which to build a valuable and exciting new business for the Company.
Going Concern
The financial statements have been prepared on a going concern basis. The Board has assessed the Company’s financial position as at 31 March 2026 and the factors which may impact the Company’s ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements. See note 2.2 for key matters assessed by the directors in considering the ability of the Company to continue as a going concern for the year to 31 October 2027.
As described in Note 19 to the Financial Statements, proposals for the CVA which were conditional upon, inter alia, the approval by Shareholders of certain Resolutions, were duly passed at a General Meeting held on 27 March 2025. The CVA approval was followed on 18 June 2025 by a further fundraising of £0.8 million before expenses to cover the Company’s anticipated costs of its next RTO.
On 13 October 2025, the CVA Supervisor completed the administration of the CVA, and the Company issued the fixed pool of 236,782,175 new Ordinary Shares to its former creditors, representing 8.6 per cent. of the enlarged equity as approved by its creditors and members, and 306,665,817 new Ordinary Shares in conversion of the remaining £45,000 convertible loan in full satisfaction of its pre-CVA liabilities.
Management and the directors have considered each of these matters in their assessment of the Company’s working capital requirements over the period to 31 October 2027.
The directors have assessed the Company’s ability to continue as a standalone entity in the event no acquisition is pursued and completed in the period to 31 October 2027. Cashflow projections have also been prepared on this basis which support the directors’ view that the Company has sufficient facilities to meet its obligations for the period to 31 October 2027 and pay its debts as they fall due. There is, however, no guarantee the directors would be successful in raising additional financing for its future growth and working capital should this be required. This matter indicates that a material uncertainty exists that may cast significant doubt on the ability of the Company to continue as a going concern at the time of approval of the financial statements.
Nonetheless, in view of the successful track record of raising financing in the last year from both equity and debt sources and other available funding options, the directors are confident they would be successful in raising any necessary financing within the next 12 months from the date of approval of the financial statements.
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2026
| Continuing operations: | Note | Year ended 31 March 2026 | Year ended 31 March 2025 |
|---|---|---|---|
| £ | £ | ||
| Exceptional income: | |||
| Derecognition of liabilities | 4 | 1,261,646 | - |
| Administrative expenses - Acquisition costs - Exceptional costs - Other costs | 5 5 5 | - (522,095) (454,399) | (786,490) (2,549,256) (1,075,667) |
| Operating profit / (loss) | 285,152 | (4,411,413) | |
| Finance costs | 7 | (2,934) | (24,390) |
| Finance income | 7,828 | 5,280 | |
| Profit / (loss) before income tax | 9 | 290,046 | (4,430,523) |
| Income tax | 10 | - | - |
| Profit / (loss) for the year | 290,046 | (4,430,523) | |
| Profit / (loss) and other comprehensive income for the year | 290,046 | (4,430,523) | |
| Basic and diluted earnings per share (pence) 8 | 0.01 | (1.94) | |
The results for both years above are derived from continuing operations.
The accompanying notes form part of these financial statements.
STATEMENT OF FINANCIAL POSITION
for the year ended 31 March 2026
| 2026 | 2025 | ||
|---|---|---|---|
| Note | £ | £ | |
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | - | 2,515 | |
| CURRENT ASSETS | |||
| Receivables and prepayments | 11 | 21,470 | 9,377 |
| Cash and cash equivalents | 12 | 122,233 | 240,430 |
| 143,703 | 249,807 | ||
| TOTAL ASSETS | 143,703 | 252,322 | |
| SHAREHOLDERS' EQUITY | |||
| Share capital | 13 | 1,535,013 | 1,285,728 |
| Share premium | 13 | 4,610,531 | 3,704,387 |
| Share-based payment reserve | 15 | 100,795 | 63,980 |
| Accumulated losses | 15 | (6,285,717) | (6,575,763) |
| TOTAL EQUITY - (deficiency) | (39,378) | (1,521,668) | |
| CURRENT LIABILITIES | |||
| Borrowings | 16 | - | 55,000 |
| Trade and other payables | 17 | 183,081 | 1,433,990 |
| Shares to be issued | 17 | - | 285,000 |
| TOTAL LIABILITIES | 183,081 | 1,773,990 | |
| TOTAL EQUITY AND LIABILITIES | 143,703 | 252,322 | |
The financial statements were approved by the Board of Directors and authorised for issue on 12 October 2026 and were signed on its behalf by:
Richard Horwood, Director
The accompanying notes form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2026
| Share capital | Share premium | Retained losses | Share-based payment reserve | Totals | |
|---|---|---|---|---|---|
| £ | £ | £ | £ | £ | |
| At 1 April 2024 | 289,314 | 948,629 | (2,145,240) | - | (907,297) |
| Changes in equity | |||||
| Loss for the year | - | - | (4,430,523) | - | (4,430,523) |
| Transactions with owners: | |||||
| New shares issued during the year | 996,414 | 2,755,758 | - | - | 3,752,172 |
| Share based payment expense | - | - | - | 63,980 | 63,980 |
| Transactions with owners | 996,414 | 2,755,758 | - | 63,980 | 3,816,152 |
| At 31 March 2025 | 1,285,728 | 3,704,387 | (6,575,763) | 63,980 | (1,521,668) |
| At 1 April 2025 | 1,285,728 | 3,704,387 | (6,575,763) | 63,980 | (1,521,668) |
| Change in equity | |||||
| Profit for the year | - | - | 290,046 | - | 290,046 |
| Transactions with owners: | |||||
| New shares issued during the year | 249,285 | 945,461 | - | - | 1,194,746 |
| Expenses of share issues | - | (39,317) | - | - | (39,317) |
| Share based payment expense | - | - | - | 36,815 | 36,815 |
| Transactions with owners | 249,285 | 906,144 | - | 36,815 | 1,192,244 |
| At 31 March 2026 | 1,535,013 | 4,610,531 | (6,285,717) | 100,795 | (39,378) |
The accompanying notes form part of these financial statements.
STATEMENT OF CASH FLOWS
for the year ended 31 March 2026
| Year ended 31 March 2026 | Year ended 31 March 2025 | |
|---|---|---|
| £ | £ | |
| Cash flow from operating activities | ||
| Profit / (loss) for the year | 290,046 | (4,430,523) |
| Adjustments for: | ||
| Extinguishment of liabilities on CVA | (1,261,646) | - |
| Finance income | (7,828) | (5,533) |
| Interest paid | - | 10,296 |
| Depreciation charges | 2,515 | 1,094 |
| Loss on disposal of plant and equipment | - | 1,920 |
| Impairment of investments | - | 1,192,582 |
| Impairment of amounts due from subsidiaries | - | 1,356,674 |
| Share-based payment expense | 36,815 | 63,980 |
| (Increase)/decrease in other receivables | (9,464) | 66,367 |
| Increase in trade and other payables | 72,854 | 1,046,050 |
| Net cash used in operating activities | (876,708) | (697,093) |
| Cash flow from investing activities | ||
| Finance income | 7,828 | 5,533 |
| Amounts advanced to subsidiaries | - | (895,587) |
| Net cash from / (used in) investing activities | 7,828 | (890,054) |
| Cash flow from financing activities | ||
| Proceeds from issue of shares | 775,000 | 1,322,736 |
| Proceeds from shares to be issued | 15,000 | 285,000 |
| Costs of share issues | (39,317) | - |
| Net proceeds from borrowings | - | 230,000 |
| Interest paid | - | (10,296) |
| Net cash from financing activities | 750,683 | 1,827,440 |
| Net (decrease)/increase in cash and cash equivalents | (118,197) | 240,293 |
| Cash and cash equivalents at the beginning of the year | 240,430 | 137 |
| Cash and cash equivalents at the end of the year | 122,233 | 240,430 |
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2026
General information
Electric Guitar Plc is a public limited company, registered in England and Wales. The Company's registered office is One Bartholomew Close, London, EC1A 7BL. The Company’s principal activities and the nature of its operations are disclosed in the director’s report.
In May 2024, the Company cancelled the listing of its Ordinary shares on the Standard Segment of the Official List and its Ordinary shares were admitted to trading on AIM, a market operated by the London Stock Exchange. Further to the Company's announcement of 24 December 2024 regarding the liquidation of 3radical, the Company's operating subsidiary, and the first Gazette Notice being published on 4 March 2025 for the compulsory striking off of Mymyne Limited with a view to its being dissolved, the Company was reclassified as a cash shell pursuant to Rule 15 of the AIM rules. Restoration of trading in its Ordinary Shares on AIM took place on 2 April 2025 and was suspended again on 25 June 2025 as it had not acquired a new trading company within 6 months of it becoming a cash shell.
Following approval of the Company’s CVA on 27 March 2025 and the Company’s main subsidiary 3radical being put into liquidation, the principal activity of the Company during the year ended 31 March 2026 was that of identifying potential companies, businesses, or assets for acquisition. 3radical was dissolved on 15 August 2026; and, although MyMyne’s compulsory striking off was discontinued in February 2026, a subsequent application was made in June 2026 for its voluntary striking off.
The functional and presentational currency is Great British Pounds Sterling (‘£’) and the financial statements have been rounded off to the nearest £.
Accounting policies
2.1 Basis of preparation
The financial statements have been prepared under historical cost convention, in accordance with UK adopted International Accounting Standards IAS) and the Companies Act 2006.
These financial statements have been prepared under the historical cost convention and in accordance with the recognition and measurement requirements of UK adopted International Accounting Standards (UK adopted IAS).
The Company had one subsidiary throughout the year ended 31 March 2026- Mymyne Limited (“Mymyne”). This subsidiary was dormant throughout the financial year.
The directors have elected to prepare financial statements for the Company on a stand-alone basis, rather than consolidated financial statements for the Company and its subsidiary (“the Group”) for the year ended 31 March 2026 on the basis that the results, assets and liabilities of Mymyne are immaterial.
Prior year error
The Company presented consolidated financial statements for the Company and its subsidiaries (“the Group”) for the year ended 31 March 2025.
In preparing financial statements for financial year 2026 (FY26), an error was identified in the 2025 financial statements. 3radical Limited and its subsidiaries (3 radical) were included in the consolidated results, consolidated statement of financial position and consolidated cash flows reported for the Group. 3 radical had been placed into a creditors’ voluntary liquidation (CVL) in December 2024. As the Company no longer had control over the affairs of 3radical after 3radical entered into the CVL, 3radical should have been de-recognised within the consolidated entity’s financial statements for FY25.
The Company has elected not to present consolidated financial statements for FY26. The comparatives presented in the FY26 financial statements are for the Company only.
In the event that the Company had elected to present consolidated financial statements for FY26, the comparatives for FY25 would have been restated as follows:
| As previously reported £ | As restated £ | Difference Gain/(loss) £ | Explanation | |
|---|---|---|---|---|
| Consolidated statement of comprehensive income | ||||
| Loss for the year- continuing operations | (1,892,811) | (1,892,811) | - | |
| Loss from discontinued operations | (2,989,946) | (2,452,130) | 537,816 | Net liabilities held for sale de-recognised and reported through profit and loss |
| Loss for the year | (4,882,757) | (4,344,941) | 537,816 | |
| Other comprehensive income - Loss on retranslation of foreign operations | (56,416) | - | 56,416 | No foreign components existed in the group following 3radical going into liquidation |
| Loss and other comprehensive income | (4,939,173) | (4,344,941) | 594,232 | |
| Consolidated statement of financial position | As previously reported £ | As restated £ | Increase/ (Decrease) £ | |
| Non-current assets | 2,315 | 2,315 | - | |
| Current assets | 281,885 | 249,807 | (32,078) | Assets held for sale of £32k de-recognised |
| Total assets | 284,400 | 252,122 | (32,078) | |
| Total Equity- deficiency | (2,030,318) | (1,436,086) | 594,232 | Accumulated losses restated from (£7,028k) to (£6,490k); Foreign Currency Translation deficit of (£56k) restated to NIL. |
| Current liabilities | 2,314,718 | 1,688,208 | (626,518) | Liabilities held for sale of £570k derecognised; Foreign currency liabilities derecognised £56k |
| Total Equity and Liabilities | 284,400 | 252,122 | (32,078) | |
Consolidated statement of cash flows
No material changes
The following accounting principles have been applied:
2.2 Going concern
The financial statements have been prepared on a going concern basis. The Board has assessed the Company’s financial position as at 31 March 2026 and the factors which may impact the Company’s ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.
As at 31 March 2026, the Company had a deficiency in total equity of £39,000. Excluding exceptional other income from the derecognition of liabilities arising from the CVA, the Company generated a loss for the year ended 31 March 2026 of £972,000 and a net cash outflow from operating activities of £877,000.
The deficiency in equity of £39,000 at 31 March 2026 was after current liabilities of approximately £1.4 million were derecognised in April 2025 following proposals for the Company’s CVA becoming unconditional. These liabilities therefore no longer existed after April 2025.
In assessing the ability of the Company to continue as a going concern and pay its debts as and when they fall due, the directors have taken into consideration the following matters:
On 13 October 2025, the CVA was completed with 236,782,175 new Ordinary shares issued in satisfaction of all the CVA debts, and the outstanding £45,000 of CLNs were converted into 306,665,817 new Ordinary shares, leaving the Company completely free of all its pre-CVA debts.
The directors have assessed the Company’s ability to continue as a standalone entity in the event no acquisition is pursued and completed in the period to 31 October 2027.
Cashflow projections have also been prepared on this basis which support the directors’ view that the Company has sufficient facilities to meet its obligations for the period to 31 October 2027 and pay its debts as they fall due. There is, however, no guarantee the directors would be successful in raising additional financing for its future growth and working capital should this be required. This matter indicates that a material uncertainty exists that may cast significant doubt on the ability of the Company to continue as a going concern at the time of approval of the financial statements.
The key matters assessed by the directors in considering the ability of the Company to continue as a going concern for the period to 31 October 2027 are summarised below.
- The directors have assessed the ability of the Company to continue as a going concern as a standalone entity (should the anticipated RTO not complete).
- Management has prepared cashflow projections for the Company on a standalone basis (should the anticipated RTO not proceed to completion).
- In the event that the proposed RTO does not proceed, and there are no other acquisitions made in the year to 31 October 2027, the Company would continue to be a cash shell. As noted above, the standalone projections prepared by the Company show that the Company has sufficient facilities to meet its obligations for the period to 31 October 2027 and pay its debts as they fall due. There is, however, no guarantee the directors would be successful in raising additional financing for its future growth and working capital should this be required.
Further, the RTO is at an early stage, subject to completion of due diligence and reporting by advisers. In the event it proceeds financing of at least £3m is likely to be required. This financing is not yet in place but the directors are confident it can be secured. There is no guarantee the transaction will go ahead, but in the event it does, there is a material uncertainty.
The financial statements do not include adjustments should the going concern basis be inappropriate. Nonetheless, in view of the successful track record of raising financing in the last year from both equity and debt sources and other available funding options, the directors are confident they would be successful in raising any necessary financing within the next 12 months from the date of approval of the financial statements. For these reasons, the directors continue to adopt the going concern basis in preparing the financial statements.
2.3 Business combinations
Business combinations falling within the scope of IFRS 3 Business Combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Company.
2.4 Impairment of financial assets
The Company recognises an allowance for expected credit losses (“ECLs’’) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.
At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
2.5 Impairment of non-financial assets
Impairment tests on intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Intangible assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.
Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income.
Investment in subsidiaries
The Company made two acquisitions in the year ended 31 March 2025, namely 3radical Limited and Mymyne Limited, as described in Note 18. The directors have reviewed evidence which might suggest whether the investments in the subsidiaries have become impaired. In particular, the directors reviewed whether there exists:
significant financial difficulty in the subsidiaries;
it is becoming probable that the subsidiaries will enter bankruptcy or another financial reorganisation.
As more fully described in Note 18, in the year ended 31 March 2025, the directors considered the evidence in respect of the Company’s investments in its subsidiaries and concluded that there were indicators of impairment. The Company therefore made full impairment against its investments in these newly acquired subsidiaries, amounting to £1,356,674. Receivables due from subsidiaries amounting to £1,192,587 were also fully impaired in the year ended 31 March 2025.
Foreign currency translation
Transactions in currencies other than the functional and presentation currency of the Company, pound sterling, are recorded at the rates of exchange prevailing on the dates of the transactions.
At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary assets and liabilities that are determined in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains on, or losses arising from, retranslation of the monetary assets and liabilities are included in profit or loss for the period.
2.8 Taxation
The income tax expense represents the sum of tax currently payable and deferred tax.
Current tax
The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
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 assets are only recognised on tax losses when there is convincing evidence that the Company will generate sufficient future taxable profits in the foreseeable future against which the tax losses can be utilised to reduce the Company’s liabilities to corporation tax.
2.9 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank.
2.10 Share capital and share premium
Share capital represents the nominal value of shares that have been issued. Share premium includes any premiums received on issue of share capital. Any transactions costs associated with the issuing of shares are deducted from share premium.
2.11 Provisions for liabilities
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. Provisions are charged as an expense to the statement of comprehensive income in the year that the Company becomes aware of the obligation and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet.
2.12 Other receivables
Other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less loss allowance.
2.13 Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accruals and accounts payable are classified as current liabilities if payment is due within one year or less.
2.14 Financial liabilities
All financial liabilities are recognised in the statement of financial position when the Company becomes party to the contractual provision of the instrument.
Financial liabilities measured at amortised cost
The Company’s financial liabilities held at amortised cost comprise trade payables and other payables and borrowings.
These financial liabilities are initially measured at fair value net of any transaction costs directly attributable to the issue of the instrument.
Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a market rate on the balance of the liability carried in the statement of financial position.
Subsequent measurement
The amortised cost of a financial liability is the amount at which the financial liability is measured on initial recognition, minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount.
Such amortisation amounts are recognised in the statement of comprehensive income. Due to the short-term nature of trade and other payables, they are stated at their nominal value, which approximates their fair value.
2.15 Share based payment arrangements
The Company has issued share warrants and options to directors and service providers in respect of services provided.
The grant of these instruments is recognised as equity settled share-based payments under IFRS 2. The warrants can be exercised by the holder prior to the exercise date for a fixed number of equity shares at fixed prices.
The value of the share-based instruments is determined at the date of grant and expensed on a straight-line basis over the vesting period with a corresponding increase in equity based on the Company's estimate of the shares that will eventually vest at the time of the grant. At each balance sheet date, the Company revises its estimates of the number of instruments that are expected to vest based on service and non-market performance conditions.
The Company takes into account the market condition (i.e. target share price being in excess of the exercise price) at the time of estimating the fair value of the instruments. The amount expensed is adjusted over the vesting period for changes in the estimate of the number of shares that will eventually vest, except for changes resulting from any market-related performance conditions.
2.16 Capital management
Capital consists of Ordinary Shares, Deferred Shares, share premium and retained losses. The Board monitors the return on capital. The Company is not subject to any externally imposed capital requirements.
2.17 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
2.18 Adoption of new and revised standards and changes in accounting policies
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning on or after 1 April 2026 and have not been applied in preparing these financial statements. None of these is expected to have a significant effect on the financial statements of the Company. There are no other IASs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
Critical accounting judgements and estimates
The preparation of the financial statements in accordance with IAS requires the use of certain critical accounting estimates. It also requires management to exercise their judgement in applying the Company’s accounting policies.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including future conditions that are assessed to be reasonable under the circumstances.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes:
- Basis of preparation (Note 2.1)
- Going concern (Note 2.2)
- Exceptional other income
| 31 March 2026 | 31 March 2025 | |
|---|---|---|
| £ | £ | |
| Derecognition of liabilities | 1,261,646 | - |
| 1,261,646 | - |
Current liabilities of £1.26m included in the Company’s Statement of Financial Position at 31 March 2025 were derecognised in April 2025 following proposals for the Company’s CVA becoming unconditional. These liabilities therefore no longer existed after April 2025.
The CVA Supervisor completed the administration of the CVA, and the Company issued the fixed pool of 236,782,175 new Ordinary shares to its former creditors, representing 8.6 per cent. of the enlarged equity, as approved by its creditors and members in full satisfaction of its pre-CVA liabilities. The outstanding balance of the emergency convertible loans was at the same time automatically converted into 306,665,817 new Ordinary shares, fully eliminating the rest of the Company’s pre-CVA debts.
Administrative expenses
| Acquisition costs | 31 March 2026 | 31 March 2025 |
|---|---|---|
| £ | £ | |
| Legal fees | 170,500 | |
| Corporate Finance & Brokerage | - | 281,871 |
| Accountancy Advice | - | 5,050 |
| Consultancy & Professional Advice | - | 146,233 |
| Listing fees | - | 31,262 |
| Commission and financing fees | - | 151,574 |
| Total | - | 786,490 |
| Exceptional costs | 31 March 2026 | 31 March 2025 |
| £ | £ | |
| Impairment of investments in subsidiaries | - | 1,192,582 |
| Impairment of amounts due from subsidiaries | - | 1,356,674 |
| Project Dunbar – third party due diligence, legal and advisory costs of aborted transaction | 522,095 | - |
| Total | 522,095 | 2,549,256 |
| Other costs | 31 March 2026 | 31 March 2025 |
| £ | £ | |
| Employment costs | 128,811 | 425,860 |
| Costs of CVA | 625 | 147,838 |
| Auditor’s remuneration fees | 51,600 | 68,000 |
| Share-based payment expense | 36,815 | 63,980 |
| Regulatory costs | 14,982 | 7,304 |
| Public relations | 3,208 | 51,041 |
| Contractor costs | 550 | 32,400 |
| Recruitment costs | - | 14,250 |
| Consulting fees | 58,637 | 83,446 |
| Advertising and marketing | 593 | 19,581 |
| Insurance | 16,264 | 72,644 |
| Depreciation | 2,515 | 1,094 |
| Legal and professional | 4,000 | 12,470 |
| Broking and advisory costs | 109,703 | - |
| Others | 26,096 | 75,755 |
| Total | 454,399 | 1,075,667 |
| 6. Employees and directors’ remuneration | ||
| 31 March 2026 | 31 March 2025 | |
| £ | £ | |
| Wages and salaries | 128,811 | 389,525 |
| Social security costs | - | 32,228 |
| Other pension costs | - | 4,108 |
| Total | 128,811 | 425,860 |
In the year ended 31 March 2026, there were no social security costs as a result of available employment allowances. No pension payments were made in the year ended 31 March 2026. The average number of employees and directors during the year was as follows:
| 31 March 2026 | 31 March 2025 | |
|---|---|---|
| Administration | 3 | 6 |
Key management personnel are the directors. The remuneration paid to directors is provided in the directors’ report accompanying the financial statements and is summarised below:
| Directors’ remuneration | 31 March 2026 | 31 March 2025 |
|---|---|---|
| £ | £ | |
| Salaries and fees | 128,811 | 379,948 |
| Share-based payment expense | 28,460 | 36,028 |
| Total | 157,271 | 415,976 |
The highest paid director in the year ended 31 March 2026 received a total of £70,230 in remuneration (year ended 31 March 2025: £128,947).
Finance costs
| 31 March 2026 | 31 March 2025 | |
|---|---|---|
| £ | £ | |
| Interest on borrowings | - | 23,282 |
| Unrealised currency losses | 2,474 | 417 |
| Bank charges | 460 | 691 |
| Total | 2,934 | 24,390 |
Earnings / (loss) per share
Basic earnings per share is calculated by dividing the loss attributable in the period to equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period, excluding any Ordinary Shares purchased by the Company and held as treasury shares.
| 31 March 2026 | 31 March 2025 |
| £ | £ |
Profit / (loss) for the year attributable to equity holders of the Company:
| - Continuing operations | 290,046 | (4,430,523) |
| Weighted average number of Ordinary Shares | 2,250,457,933 | 228,161,556 |
| Weighted average number of Ordinary Shares as diluted | 2,401,208,034 | 228,161,556 |
| Profit / (Loss) per share (basic and diluted): | ||
| - Continuing operations | 0.01 | (1.94) |
| Earnings / (loss) per share (pence) | 0.01 | (1.94) |
The impact of potentially dilutive shares in the year ended 31 March 2026 is not material and therefore there is no difference between basic and diluted earnings per share. In the year ended 31 March 2025, as the Company recorded a loss for the year the outstanding share options and warrants had an anti-dilutive effect.
Profit / (Loss) before income tax
The profit / (loss) before income tax of £290,046 (2025: £(4,430,523)) is stated after charging:
| 31 March 2026 | 31 March 2025 | |
|---|---|---|
| £ | £ | |
| Auditor’s remuneration | ||
| - For audit services | 33,500 | 40,000 |
| - Under-provision in respect of prior year | 9,600 | 13,000 |
| - For non-audit services | 8,500 | 15,000 |
| 51,600 | 68,000 | |
Income tax
No liability to UK corporation tax arose for the year ended 31 March 2026 nor for the year ended 31 March 2025 as the Company has tax losses for carry forward against future profits.
Prima facie tax reconciliation
The profit for the year was £290k (2025: loss of £4,431k). For the year ended 31 March 2026, the standard rate of corporation tax in the UK is 25% (2025: 25%). The rate of corporation tax applicable in UK for profits up to £50k is 19%.
The expected tax charge on the profit for the year is £73k (2025: tax credit on the loss- £1,108k). The actual tax charge recognised for the year was £NIL (2025: £Nil). The main reasons for the differences for both periods are tax losses not recognised as deferred tax assets due to uncertainty of taxable profits being generated in the foreseeable future.
The Company had an aggregate amount of unused and unrecognised losses for tax purposes of approximately £1.3 million as at 31 March 2026 (£1.6 million as at 31 March 2025) which, subject to agreement with taxation authorities, are available to carry forward against future profits. Such losses have no expiry date. The tax value of such losses amounted to approximately £325,000 (£400,000 as at 31 March 2025).
Other receivables and prepayments
| 31 March 2026 | 31 March 2025 | |
|---|---|---|
| £ | £ | |
| VAT receivable | 5,053 | - |
| Prepayments | 16,417 | 9,377 |
| 21,470 | 9,377 |
The directors consider that the carrying amount of other receivables approximates to their fair value.
Cash and cash equivalents
| 31 March 2026 | 31 March 2025 | |
|---|---|---|
| £ | £ | |
| Cash at bank and in hand | 122,233 | 240,430 |
| 122,233 | 240,430 | |
| 13. Share capital | ||
| 31 March 2026 | 31 March 2025 | |
| £ | £ | |
| Issued and fully paid | ||
| 2,749,991,682 (2025: 257,145,740 ) Ordinary Shares of 0.01p each (2025: 0.01p each) and 257,145,740 Deferred Shares of 0.49 pence each. | 1,535,013 | 1,285,728 |
| 1,535,013 | 1,285,728 | |
The Ordinary Shares carry voting and dividend rights. The Deferred Shares do not carry any rights to vote or dividend rights.
Movements in issued share capital during the year ended 31 March 2026 were:
| No. of ordinary shares | Share capital | Share premium | |
|---|---|---|---|
| £ | £ | ||
| At beginning of year | 257,145,740 | 1,285,728 | 3,704,387 |
| Shares issued in the year: Subscription shares | 875,000,000 | 87,500 | 212,500 |
| CLN shares | 68,147,959 | 6,815 | 3,185 |
| Placing of shares | 968,750,000 | 96,875 | 678,125 |
| Shares issued in settlement of fees | 37,500,000 | 3,750 | 26,250 |
| CVA shares | 236,782,175 | 23,678 | 11,067 |
| CLN conversion shares | 306,665,817 | 30,667 | 14,333 |
| Expenses of share issues | - | - | (39,317) |
| At end of year | 2,749,991,682 | 1,535,013 | 4,610,531 |
On 2 April 2025, the Company issued Ordinary shares pursuant to the CVA Proposals having been approved:
- Completion of a fundraise by way of Subscription for 875,000,000 new Ordinary shares in the Company at 0.034p per Ordinary share for a total of £300,000;
- a total of 68,147,959 new Ordinary shares were issued pursuant to the automatic conversion of £10,000 of CLNs in accordance with, inter alia, completion of the Subscription;
On 18 June 2025, the Company raised £775,000 (before expenses) by way of a placing of a total of 968,750,000 new Ordinary shares of 0.01 pence each in the Company at a price of 0.08 pence per new Ordinary share. The net proceeds of the Placing are being used to fund the Company's anticipated costs of an acquisition and for general working capital. On the same date, the Company announced that Novum Securities Limited (now known as AlbR Capital Limited) had been appointed as a Joint Broker to the Company with immediate effect. To conserve the Company's cash reserves, it issued 37,500,000 new Ordinary shares to Novum at the issue price of 0.08 pence per share in full satisfaction of its £30,000 annual broking retainer fee of £30,000.
On 8 October 2025, the CVA Supervisor completed the administration of the CVA, and on 13 October 2025 the Company issued the fixed pool of 236,782,175 new Ordinary shares to its former creditors, representing 8.6 per cent. of the enlarged equity, as approved by its creditors and members in full satisfaction of its pre-CVA liabilities. The outstanding balance of the emergency convertible loans of £45,000 was at the same time automatically converted into 306,665,817 new Ordinary shares, fully eliminating the rest of the Company’s pre-CVA debts.
Share warrants and options
A-series warrants and B-series warrants
The Company issued A-series warrants and B-series warrants to directors and service providers respectively in previous years. Following the CVA of the Company on 27 March 2025, all of these warrants became worthless. The A-series warrants were replaced by a Long Term Incentive Plan (“LTIP’’) including options over shares to Directors – see note below.
Warrants issued in the year ended 31 March 2025
On 3 May 2024, 205,991 warrants were issued to a former director and a total of 6,714,999 broker warrants were issued to the Company’s brokers. All of these warrants vested on grant and have an exercise price of 2.1p. The exercise period for these warrants is 3 years from the date of admission to AIM.
CLN warrants granted to Grahame Cook
On 10 March 2025, the Company entered into a Convertible Loan with Grahame Cook, pursuant to which the Company granted him 34,073,980 Warrants, exercisable for three years from 2 April 2025, at a price per Ordinary Share of 0.01467p.
CLN warrants granted to Sanderson Capital Partners Ltd
Pursuant to the terms of the CLN, Sanderson was granted 153,332,909 Fundraising Warrants over New Ordinary Shares. Sanderson also agreed not to exercise the Fundraising Warrants such that any exercise would cause the Sanderson Concert Party to be interested in more than 29.99% of the issued share capital and total voting rights of the Company at any time.
The total expense recognised in the Statement of Comprehensive Income during the year ended 31 March 2026 in respect of these warrants over Ordinary Shares was £nil (2025: £24,969).
The Electric Guitar plc 2024 Employee Incentive Plan (Employee Plan) options
On admission to AIM in May 2024, the Company granted Approved Share Options over a total of 23,295,226 new Ordinary Shares to two directors pursuant to the Electric Guitar PLC 2024 Employee Incentive Plan, exercisable at the Issue Price of 2.1 pence. All of these options vest over 3 years and have an exercise price of 2.1p.
The exercise period for these warrants is 10 years from the date of admission to AIM. A total of 1,126,789 Unapproved Share Options were also issued on similar terms.
The interests of the directors in share options granted under this Plan are set out in the Directors’ Report on page 19.
The Employee Plan is a discretionary plan which provides for the grant to selected employees and executive directors of the Group, of rights:
to acquire Ordinary Shares in the form of options which are:
- intended to be Enterprise Management Incentives Option (“EMI Options”);
- Company Share Option Plan options (“CSOP Options”); and
- non-tax advantaged options with a nil or nominal value or market value exercise price (Unapproved Options);
conditional rights to acquire Ordinary Shares (Conditional Share Awards);
to be paid in cash based on the market value of a specified number of Ordinary Shares (Phantom Awards) together the (Awards).
The total expense recognised in the Statement of Comprehensive Income during the year in respect of Employee Plan awards over Ordinary Shares was £29,555 (2025: £37,857).
The Electric Guitar plc 2024 Consultant Incentive Plan (Consultant Plan) options
On admission to AIM, the Company also granted Share Options over a total of 9,628,268 new Ordinary Shares pursuant to the Consultant Plan. All of these options vest over 3 years and have an exercise price of 2.1p. The exercise period for these options is 10 years from AIM Admission. The Consultant Plan is a discretionary plan which provides for the grant to selected consultants of the Company, of rights:
to acquire Ordinary Shares in the form of options with a nil or nominal value or market value exercise price (Unapproved Options);
which are conditional rights to acquire Ordinary Shares (Conditional Share Awards);
to be paid in cash based on the market value of a specified number of Ordinary Shares (Phantom Awards) together the (Awards).
The total expense recognised in the Statement of Comprehensive Income during the year ended 31 March 2026 in respect of the Consultant Plan awards over Ordinary Shares was £6,991 (2025: £1,154). The assumptions considered in the valuation of the new warrants and options issued during the year ended 31 March 2025 using the Black-Scholes model were as follows:
| Exercise price | 2.1 pence |
|---|---|
| Share price at date of grant | 2.1 pence |
| Risk free interest rate | 4.17% |
| Volatility | 16% |
| Dividend yield | 0% |
| Contractual life of warrants | 3 years |
| Contractual life of options | 10 years |
The fair value of the new warrants and options at grant date was 0.36 pence per instrument.
Issue of warrants in the year ended 31 March 2026
On 6 May 2025, the Company agreed to issue, in aggregate, 100,000,000 warrants to subscribe for new Ordinary shares to Richard Horwood and Sarfraz Munshi on the following terms, to align their interests with those of all the shareholders, and to compensate them for their unremunerated work:
| Richard Horwood | Sarfraz Munshi | ||
|---|---|---|---|
| Warrant Terms | Number | Number | Total |
| Exercise price £0.001 for a term of 12 months from 13 October 2025, the date of admission of the CVA Creditor Shares | 25,000,000 | 25,000,000 | 50,000,000 |
| Exercise price £0.0015 for a term of 18 months from 13 October 2025, the date of admission of the CVA Creditor Shares | 25,000,000 | 25,000,000 | 50,000,000 |
The warrants cannot be exercised if it would cause either of the directors (and those deemed to be acting in concert with him) to be interested in more than 29.99% of the issued share capital and total voting rights of the Company at any time. The issue of the warrants to Mr Horwood and Mr Munshi are deemed related party transactions pursuant to Rule 13 of the AIM Rules for Companies.
A summary of the warrants and options granted in the year ended 31 March 2026 is as follows:
| 2024 Warrants | CLN Warrants | 2025 Warrants | Employee Plan Options | Consultant Plan Options | |
|---|---|---|---|---|---|
| Outstanding at 31 March 2025 | 6,920,990 | 187,406,889 | - | 24,442,015 | 9,628,268 |
| Issued in the year | - | - | 100,000,000 | - | - |
| Outstanding at 31 March 2026 | 6,920,990 | 187,406,889 | 100,000,000 | 24,442,015 | 9,628,268 |
The total expense recognised in the Statement of Comprehensive Income during the year in respect of the warrants issued in the year was £270.
The assumptions considered in the valuation of the new warrants and options issued during the year ended 31 March 2026 using the Black-Scholes model were as follows:
| Exercise price | 0.1 pence and 0.15 pence |
|---|---|
| Share price at date of grant | 0.065 pence |
| Risk free interest rate | 4.76% |
| Volatility | 30% |
| Dividend yield | 0% |
| Contractual life of warrants | 1 year |
In summary, the total expense recognised in the Statement of Comprehensive Income during the year ended 31 March 2026 in respect of the option and warrant awards over Ordinary shares was £36,815 (2025: £63,980).
Reserves
Share premium account
The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Share-based payment reserve
This represents the cumulative fair value of the charge/(credit) in respect of share warrants granted and recognised as an expense in the Income Statement.
Accumulated losses
This reserve records retained earnings and accumulated losses.
Financial Liabilities - Borrowings
| 31 March 2026 | 31 March 2025 | |
|---|---|---|
| Current: | £ | £ |
| Convertible loan notes | - | 55,000 |
| Total borrowings | - | 55,000 |
Convertible loan notes
In order to provide the necessary cashflow to facilitate preparation for a CVA proposal to be put to creditors, Sanderson Capital Partners Limited and Grahame Cook (a director), being connected creditors, advanced to the Company £45,000 and £10,000 respectively as Convertible Unsecured Loans, which, upon approval by creditors and shareholders of the proposal, were converted to 374,813,777 new ordinary shares. Grahame Cook’s £10,000 loan was converted on 2 April 2025, and Sanderson’s £45,000 convertible loan converted upon the issue of the new Ordinary Shares in the Company being issued under the CVA.
Trade and other payables
Trade payables and accruals primarily comprise amounts payable for services received from third parties.
The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. The directors considers that the fair value approximates the carrying value.
| 31 March 2026 | 31 March 2025 | |
|---|---|---|
| £ | £ | |
| Trade creditors | 94,195 | 615,749 |
| Social security and other taxes | - | 97,099 |
| Amounts due to subsidiary | 29,166 | 29,166 |
| Pension payable to directors’ personal SIPPs | - | 57,370 |
| Accrued expenses | 57,805 | 572,098 |
| Other creditors | 1,915 | 62,508 |
| 183,081 | 1,433,990 |
Subscription monies of £285k were received prior to 31 March 2025 relating to Shares to be issued. These were recognised as a current liability at 31 March 2025. Following the shares being issued during April 2025 (see note 13), the liability was derecognised.
Business combinations
Acquisition of 3radical Limited
On 3 May 2024, the Company acquired the entire issued share capital of 3radical Limited.
In December 2024, 3radical was placed into a creditors’ voluntary liquidation (‘CVL’’) and the company was dissolved on 15 August 2026.
The Directors considered the evidence in respect of the Company’s investment in 3radical and concluded that there were indicators of impairment. The Company therefore made full impairment against its investments in 3radical in the year ended 31 March 2025, amounting to £1,284,882.
Receivables due from 3radical amounting to £1,192,587 were also fully impaired in the year ended 31 March 2025.
Acquisition of Mymyne Limited
On 28 August 2024, the Company completed the acquisition of Mymyne, a developer of data-related software solutions, and the provider of related sales & marketing services to 3radical, achieving significant cost-savings.
On 4 March 2025, the first Gazette Notice was published for the compulsory striking off of Mymyne Ltd, with a view to its being dissolved and, although MyMyne’s compulsory striking off was discontinued in February 2026, a subsequent application was made in June 2026 for its voluntary striking off. Accordingly, the directors considered the evidence in respect of the Company’s investments in Mymyne and concluded that there were indicators of impairment. The Company therefore made full impairment against its investments in Mymyne in the year ended 31 March 2025, amounting to £71,792.
- Company Voluntary Arrangement, Subscription for Ordinary Shares, and Share Capital Reorganisation
As previously disclosed, on 27 March 2025, the shareholders and creditors of the Company approved a Company Voluntary Arrangement (“CVA”), involving a debt for equity swap and the subdivision of the nominal value of Company’s Ordinary Shares from 0.5p per Ordinary Share to 0.01p per Ordinary Share to facilitate a £300,000 equity refinancing of the Company as a cash shell. This eliminated the Company’s liabilities and provided sufficient working capital for the Company’s shares to be restored to trading on AIM.
After the Company’s CVA Supervisor had settled the claims from preferential creditors, the CVA was finally completed on 8 October 2025, with a total of 534,447,992 ‘debt for equity’ 0.01p Ordinary shares issued in exchange for the £1.3m liabilities (that had already been derecognised in April) and the remaining £45k of convertible loans, leaving the Company debt free. Specifically, 236,782,175 new Ordinary Shares were issued to its pre-CVA creditors, and its remaining convertible loan was satisfied by the issue of 306,665,817 new Ordinary Shares.
Financial risk management
The Company’s activities expose it to liquidity risk, credit risk and foreign exchange risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance.
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 through the optimisation of debt and equity instruments.
The capital structure of the Company consists of cash and cash equivalents and equity comprising share capital and reserves. The Company reviews the capital structure annually and as part of this review considers the cost of capital and risks associated with each class of capital.
Liquidity risk
Responsibility for management of liquidity risk rests with the board of directors, which has established an appropriate liquidity risk framework for the management of the Company’s funding and liquidity requirements. The Company manages liquidity risk by maintaining adequate reserves by continuously monitoring projections and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Foreign exchange risk
The Company makes some purchases in foreign currencies. The payments in foreign currency are made using the exchange rates on the date of payment. As of 31 March 2026, year-end, the Company had payables denominated in US Dollars totalling a Sterling equivalent of £68,230.
Related party transactions
During the period, the Company entered into the following transactions with related parties, all of which were conducted on an arm’s length basis:
See note 15 for details of transactions entered into with Sanderson Capital and Grahame Cook with regard to the issue of convertible loan notes during the reporting period.
In April 2025, the Company agreed to issue, in aggregate, 100,000,000 warrants to subscribe for new Ordinary shares as disclosed in Note 9 above.
In June 2025, as part of a placing to raise £775,000, Sanderson Capital and Mayford 1TN Limited each subscribed for 187,500,000 new Ordinary shares. As substantial shareholders with 13.88 per cent. and 29.16 per cent. respectively of the Company's issued share capital, their participation in the placing was a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
In August and October 2025, the Company paid John Regan, a former director who stepped down on 1 April 2025 and was therefore still a related party under AIM Rules for Companies, a total fee of £10,000 to assist the Company in administering the processes leading up to the proposed RTO and other matters. An additional fee of £2,000 that would be self-financing and payable only if and when received by the Company, has not yet been paid.
Notes to statement of cash flows
Non-cash transactions
The Company entered into the following material non-cash transactions during the year:
On 18 June 2026, the Company issued a total of 37,500,000 Ordinary Shares in settlement of advisors’ fees totalling £30,000, at 0.08p a share (2025: the Company issued a total of 10,476,170 Ordinary Shares in settlement advisors’ fees totalling £220,000, at 2.1p a share).
The Company issued a total of 374,813,776 Ordinary shares on the conversion of CLNs as more fully described in Note 12 (2025: Nil).
The Company issued a total of 236,782,175 Ordinary shares to former creditors pursuant to the CVA as more fully described in Note 12 (2025: Nil).
Post balance sheet events
On 28 April 2026, Electric Guitar entered into an option agreement to acquire a half interest in certain upstream and midstream oil and gas assets in Oklahoma, USA (the “Oklahoma Portfolio”) as an RTO, subject to further due diligence by the Company (the “April Option”). The April Option was exercisable at Electric Guitar's discretion at any time until 31 July 2026.
Further to the Company's announcement on 29 April 2026, Electric Guitar entered into a subscription agreement with VUJV, a joint venture between ADM Energy PLC, an AIM-quoted investing company and Covenant Oil Group Corp., for a cash investment into the Company of £227,273 for 284,091,250 new ordinary shares of 0.01p in the capital of the Company ("Investment Shares"). The Investment Shares will be issued at the current suspended share price of 0.08p per share; will equate to 9.36 per cent. of the Company's issued share capital as enlarged; will represent the entire shareholding of VUJV in the Company pending completion of the proposed RTO which is expected to entail a further share issue to VUJV; and will be locked in for 12 months.
Following VUJV completing its acquisition of the Oklahoma portfolio in July 2026 and further negotiation, on 4 August 2026 the Company agreed to revise the April Option to give it the right to acquire all of WTFS (instead of a half interest in that and a half interest in the operated 'upstream' assets as provided for in the April Option); together with c. 160 acres of land on which the principal midstream assets are located, facilitating the Company's potential BTM opportunities there (the “Revised Option”).
The Revised Option extended the April Option’s 31 July 2026 deadline to 31 October 2026 for its exercise, and to 30 November 2026 to complete the acquisition. It also gives the Company the exclusive right to provide midstream services to VUJV's existing and future upstream operations for five years. WTFS receives both fixed service fees and volume-related fees from the upstream operators, as well as a percentage of the gas sale price received from customers.
The Revised Option provides for the purchase price of WTFS to be USD 6.9 million, reduced by the net income received on the WTFS business from an effective strike date of two months before completion of the acquisition (the “Strike Date”). At the Company's discretion, up to USD 1 million of the net purchase price may be satisfied by the issue of new Ordinary Shares in the Company, which would make the net cash element of the purchase price USD 5.9 million, less the related net income since the Strike Date.
The Revised Option also provides for up to USD 5 million of the net purchase price to be satisfied by the Company's adoption of an up to USD 5 million 3-year term loan secured on the WTFS assets that is being arranged by - and is to be guaranteed by - VUJV, which would reduce the cash element of the purchase price to less than USD 1 million.
It further provides that VUJV would have the right to appoint two non-executive directors to Electric Guitar’s Board on completion of the RTO.
The Board believes that, subject to further due diligence and to the consent of the members of the Company in General Meeting, the acquisition of WTFS will provide an excellent foundation on which to build a valuable and exciting new business for the Company.
Ultimate controlling party
The Company considers that there is no ultimate controlling party.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.