REG - R8 Capital Inv. PLC - Unaudited interim results
18/07/2025 12:15
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RNS Number : 7048R R8 Capital Investments PLC 18 July 2025
R8 CAPITAL INVESTMENTS PLC
("R8", or the "Company")
Unaudited interim results for six months ended 30 June 2024
STRATEGIC REPORT
Business Review
Since the decision to cease operations in Jan 2023, the directors have
continued to work with the FCA and partners to close down the group operations
and return digital assets held in Fibermode to customers. This has involved
several campaigns focused on contacting customers. The directors committed to
the FCA to continue to run these campaigns until May 2025 allowing more time
for customers to claim their digital assets (campaigns subject to
affordability).
In parallel, the directors have been in discussions with Redwood Bank for R8
to purchase 100% of the share capital of Redwood Financial Partners Limited,
the holding company of the bank. These negotiations were terminated in early
2025.
In September 2023, the holders of the outstanding convertible loan notes
consented to, inter alia, the maturity of the notes being extended to 31
December 2024. The directors have had confirmation from the majority
shareholders that should the convertible loan notes need to be extended to
31(st) December 2025 that they will support this decision and the change in
terms.
R8 Capital Investments continues to work with the FCA and partners to return
all fiat and crypto deposits to its customers over a winding down process.
The directors are aware of the risks and uncertainties facing the business,
but the assumptions used are the directors' best estimates of the future
development of the business.
Financial Review
Performance of the business during the period and the position at year end.
Revenue for the year decreased from £92k to £60k, a drop of £32k, this was
driven primarily by Fibermode.
Administrative expenses were £ (527)k (2023: £869k) reducing by £,1395k
during the year. This was largely driven by the voluntary liquidation of Mode
Global Limited and settlement of the CVA.
Cash Balances ended six months at £369k (2023: £547k).
Richard Walker-Morecroft
CEO R8 Capital Investments Plc
Enquiries:
Company info@r8plc.com
Jonathan Rowland / Richard Morecroft
Peterhouse Capital Limited + 44 (0) 20 7469 0930
Corporate Broker
Duncan Vasey
GROUP FINANCIAL STATEMENTS - R8 CAPITAL INVESTMENTS PLC (12794676)
Consolidated Statement of Income for 6 months ended 30 June 2024
Continuing Operations Discontinued Operations 6 months to 30 June 2024 Unaudited Continuing Operations Discontinued Operations 6 months to 30 June 2023 Unaudited
Note £'000 £'000 £'000 £'000 £'000 £'000
Revenue 4 - 60 60 - 186 186
Cost of sales - - 0 - (94) (94)
Gross profit - 60 60 - 92 92
Administrative expenses 5 (190) 716 527 (255) (614) (869)
Operating Loss (190) 776 587 (255) (522) (777)
Finance costs - 1 1 (62)
(62) -
Loss before taxation (190) 777 587 (317) (522) (839)
Taxation 7 - - 0 - - 0
Loss for the period (190) 777 587 (317) (522) (839)
Basic and diluted loss per share (p) - 1 -
8 1 (1) (1)
Consolidated Statement of Comprehensive Income (12794676)
For 6 month period ended 30 June 2024
Continuing Operations Discontinued Operations 6 months to 30 June 2024 Unaudited Continuing Operations Discontinued Operations 6 months to 30 June 2023 Unaudited
Note £'000 £'000 £'000 £'000 £'000 £'000
Loss for the period (190) 777 587 (317) (522) (839)
Other Comprehensive Income:
Reclassified to profit or loss when specific conditions are met - - - - - -
Total Comprehensive Loss for the year (190) 777 587 (317) (522) (839)
The notes on pages 11 to 26 form an integral part of this consolidated
financial information.
Consolidated Statement of Financial Position (12794676)
As at 30 June 2024
As at As at
30 June 30 June
2024 2023
Notes £'000 £'000
Assets
Non-current Assets
Property, plant and equipment 10 0 3
Intangible Non-Current Assets
Current Assets
Inventory - Treasury Crypto - 46
Trade and other receivables 11 61 20
Cash and cash equivalents 12 369 547
Total Assets 430 616
Equity and Liabilities
Equity attributable to equity holders of the Group
Share Capital - Ordinary shares 14 1,048 1,029
Share Premium account 14 17,031 17,050
Profit and Loss Account (20,375) (20,992)
Group Reorganisation Reserve 454 454
Revaluation Reserve - -
Share Option Reserve 15 - 77
Total Equity (1,842) (2,383)
Current Liabilities
Convertible Loan Notes 1,746 1,622
Current trade and other payables 13 526 1,314
Total Liabilities 2,272 2,999
Total Equity and Liabilities 430 616
Consolidated Statement of Changes in Equity (12794676)
For the 6-month period ended 30 June 2024
The accompanying notes are an integral part of these financial statements.
Consolidated Statement of Cashflows (12794676)
For the 6 month period ended 30 June 2024
As at As at
30 June 30 June
2024 2023
£'000 £'000
Cash flows from operating activities
Operating loss 587 (839)
(Increase)/decrease in receivables (41) 267
Increase / (decrease) in payables (789) 327
Finance Income - -
Finance Cost 1 (62)
Adjustment for:
Depreciation and amortisation 1 7
Interest received / (paid) - 62
Net cash generated from operations (240) (239)
Cash flows from financing activities
Disposal of Property, plant & Equipment 0 0
Net proceeds from issue of shares/ CLN - -
Net cash from financing activities 0 0
Net increase / (decrease) in cash and cash equivalents (240) (239)
Cash and cash equivalents at the beginning of the period 547 814
Effect of exchange rate changes on cash and cash equivalents 63 (29)
Cash and cash equivalents at end of period 369 547
Represented by: Bank balances and cash 369 547
The accompanying notes are an integral part of these financial statements.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS AS AT 30 JUNE 2024
1. General information
R8 Capital Investments Plc is the holding company for a group of companies
that trade under the name 'Mode Global'. R8 Capital Investments was
incorporated on 5 August 2020 under the laws of England with a registered
number of 12794676. R8 Capital Investments is in the financial services
business. Its business address is 2 Leman Street, London, United Kingdom, E1W
9US.
R8 Capital Investments wholly owns Mode Global Limited ("Mode Global"), which
in turn owns 100% of JGOO Limited ("JGOO"), 100% of Greyfoxx Limited
("Greyfoxx") and 100% of Fibere Limited ("Fibere"). Greyfoxx wholly owns
Fibermode Limited ("Fibermode"). R8 Capital Investments, together with its
subsidiaries, are referred to herein as the "Group". All the limited companies
are incorporated and domiciled in England. The registered company numbers of
these companies are 09768854 (Mode Global Limited) 10805100 (JGOO Limited),
12123111 (Greyfoxx Limited), 12408852 (Fibere Limited) and 11085143 (Fibermode
Limited).
Name Country of incorporation Holding Ownership Nature of Business
Mode Global Limited United Kingdom Direct 100% Holding Company
JGOO Limited United Kingdom Indirect 100% No Longer Trading
Fibermode Limited United Kingdom Indirect 100% Mode Digital Wallet (Including Cyptocurrency) - wound down
Greyfoxx Limited United Kingdom Indirect 100% No Longer Trading
Fibere Limited United Kingdom Indirect 100% No Longer Trading
Fibermode is currently being wound down and it did provide customers the
ability to manage their traditional (fiat) money and their digital assets
(cryptocurrency) using the same mobile (or web) application. Through MODE's
mobile interface, customers have an all-encompassing view of their traditional
fiat and cryptocurrency balances and will be able to initiate various
transactions in both.
JGOO is no longer trading, it was a payment processing, marketing and
advertising company.
Greyfoxx is no longer trading and ceased its membership in March 2023 with
Financial Conduct Authority (FCA).
Fibere Limited is no longer trading and it was the R8 Capital Investments
Clothing Store where customers can get Bitcoin cashback for buying items that
advertise R8 Capital Investments as a brand.
The Group's principal activity was to invest in fintech companies. On 26(th)
January 2023, the board of the Company decided to cease its customer
operations for Fibermode Ltd, JGOO Ltd and Greyfoxx Ltd in light of adverse
market sentiment resulting from the collapse of FTX and the consequential lack
of investor appetite for crypto-related businesses.
The condensed consolidated financial statements comprised of the Company and
its subsidiaries (together referred to as "the Group") as at 30 June 2024 and
as at 30 June 2023.
2. Accounting policies
The principal accounting policies applied in the preparation of the condensed
consolidated financial statements are set out below. These policies have been
consistently applied to all periods presented, unless otherwise stated.
Basis of preparation
This financial information has been prepared in accordance with IFRS,
including IFRS Interpretations Committee (IFRIC) interpretations issued by the
International Accounting Standards Board (IASB) as adopted by the UK and with
those parts of the Companies Act 2006 applicable to companies reporting under
IFRS. The financial information has been prepared under the historical cost
convention. The principal accounting policies adopted are set out below and
these policies have been consistently applied.
The preparation of financial statements, in compliance with adopted IFRSs,
requires the use of certain critical accounting estimates. It also requires
the Group's management to exercise judgment in applying the Group's accounting
policies. The areas where significant judgments and estimates have been made
in preparing the financial statements and their effect are disclosed below.
Basis of consolidation
The consolidated financial statements include the results of the Group as if
they formed a single entity for the full period or, in the case of
acquisitions, from the date control is transferred to the Group. The Company
controls an entity when the Company has the power, either directly or
indirectly, to govern the financial and operating policies of another entity
or business so as to obtain benefits from its activities, whereby it is
classified as a subsidiary. Intercompany transactions and balances between
Group companies are therefore eliminated in full.
The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group
controls another entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Company. They are de- consolidated from
the date that control ceases.
Subsidiaries are all entities over which R8 Capital Investments Plc has the
power to govern the financial and operating policies, generally accompanying a
shareholding of more than one half of the voting rights. All subsidiaries have
a reporting date of 31 December.
Going concern
The consolidated financial statements are prepared on the going concern basis.
The Directors regularly review multiple scenarios of cash flow forecasts for
R8 Capital Investments PLC to determine whether it has sufficient cash
reserves to meet its future working capital requirements and development
plans. The Group's plans indicate that they need to raise further finance, and
the Directors are confident based on past history of successful fundraising
and discussions with investors that it will be successful in raising these
funds.
Also, as part of this process, the Group's board approved for Mode Global
Limited to enter into a Company Voluntary Arrangement with its creditors on
5th April 2023. The CVA was completed on 28th May 2024 and all creditors have
been settled under the agreement.
Additionally, £1.6 million of convertible loan notes will expire on 31st
December 2024. The directors have had confirmation from the majority
shareholders that should the convertible loan notes need to be extended to
31st December 2025 that they will support this decision and the change in
terms.
The Group currently have insufficient funds to cover current liabilities for a
period of 12 months from date of approval of these condensed financial
statements. A principal stakeholder has provided confirmation to the group
that they will provide sufficient working capital to allow these liabilities
to be met.
To secure a longer-term future of the R8 Capital Investments PLC status, the
Board of Directors are in conversation with multiple parties to raise funds
and to therefore enable the vehicle to invest in future ventures as they seem
appropriate at the time.
However, as at the date of these financial statements, there are no legally
binding agreements in place in relation to any fundraising or extension of
terms with creditors and as the success of any finance raising is outside the
control of the Group, there can be no certainty that additional funds will be
forthcoming, which indicates the existence of a material uncertainty which may
cast doubt about the Group's ability to continue as a going concern and
therefore it may be unable to realise its assets and discharge its liabilities
in the normal course of business. The financial statements do not include the
adjustments that would result if the Company was unable to continue as a going
concern.
Foreign currency
The functional currency of the Group and subsidiaries is the Pound Sterling
(£). The presentational currency of the Group and subsidiaries is £ because
a significant amount of its transactions is in £.
Transactions entered by the Group's entities in a currency other than the
reporting currency are recorded at the rates ruling when the transaction
occurs. Foreign currency monetary assets and liabilities are translated at the
rates ruling at the statement of financial position date. Exchange differences
arising on the re-translation of outstanding monetary assets and liabilities
are also recognised in the income statement.
Share capital
The costs directly associated with the issue of new ordinary shares or options
are shown in equity as a deduction, net of tax, from the proceeds. For the
options, these have been detailed below as share based payments.
Revenue recognition
Digital Wallet - Fibermode
On 26(th) January 2023 the board of the Company decided to cease its customer
operations. R8 Capital Investments continues to work with the FCA and partners
to return all fiat and crypto deposits to its customers over a wind down
process.
Global Services - JGOO
On 26(th) January 2023, the board of the Company decided to cease its customer
operations for JGOO and all accounts with Alipay and WeChat were closed in Q1
2023.
Employee benefits
(i) Short-term benefits
Wages, salaries, paid annual leave and sick leave and non-monetary benefits
are accrued in the period in which the associated services are rendered by
employees of the Company.
(ii) Defined contribution plan
As at year ended 31 December 2023, the Company had a defined contribution
pension scheme for employees with Scottish Widows. For this defined
contribution plan, the Company pays contributions to a privately administered
pension insurance plan on a mandatory basis. The contributions are recognised
as an employee benefit expense when they are due. This scheme was closed when
all staff were let go as part of the decision to cease trading in Q1 2023
Operating leases
The Group has elected not to recognise right-of-use assets and lease
liabilities for its leases, all of which qualify as short-term leases which
are defined as those with a lease term of 12 months or less with no purchase
options. The Group recognises the lease payments associated with these leases
as an expense on a straight-line basis over the lease term.
Current taxation:
Current tax is the amount of income tax payable (or refundable) in respect of
the taxable profit (or loss) for the year or prior years. Tax is calculated on
the basis of the tax rates and laws that have been enacted or substantively
enacted by the period end. Research and development tax credits are recognised
on a cash basis due to the uncertainty around whether claims will be approved
by the UK tax authorities.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the statement of financial position differs from
its tax base, except for differences arising on:
· the initial recognition of goodwill.
· the initial recognition of an asset or liability in a transaction
which is not a business combination and at the time of the transaction affects
neither accounting or taxable profit; and
· investments in subsidiaries where the Group is able to control
the timing of the reversal of the difference and it is probable that the
difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantially enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities or assets are settled or
recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities.
The Group is entitled to a tax deduction on the exercise of certain employee
share options. A share- based payment expense is recorded in the income
statement over the period from the grant date to the vesting date of the
relevant options. As there is a temporary difference between the accounting
and tax bases, a deferred tax asset may be recorded. The deferred tax asset
arising on share option awards is calculated as the estimated amount of tax
deduction to be obtained in the future (based on the Group's share price at
the balance sheet date) pro-rated to the extent that the services of the
employee have been rendered over the vesting period. If this amount exceeds
the cumulative amount of the remuneration expense at the statutory rate, the
excess is recorded directly in equity, against retained earnings. Similarly,
current tax relief in excess of the cumulative amount of the Share-based
payments expense at the statutory rate is also recorded in retained earnings.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held on call,
together with other short term highly liquid investments which are not subject
to significant changes in value and have original maturities of less than
three months.
Equity instruments
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from proceeds. Dividends on ordinary shares are
recognised as liabilities when approved for distribution.
Share-based payments
The Company did operate an unapproved share-based compensation plan, this
closed when operations ceased on 26(th) January 2023 and all share options
have lapsed.
Intangible assets - Software
Software has a finite life and is therefore carried at cost less accumulated
amortisation. Amortisation is calculated using a straight-line method to
allocate the cost of software and websites over their estimated useful lives
of three years.
Accounting for cryptocurrencies
The Group's cryptocurrencies are held for the purpose of liquidity and
settling customer trades in a timely manner. As a result, we account for
cryptocurrencies as inventory under IAS2. Inventory is held at the lower of
cost and net realisable value. Impairments are taken to the Profit and Loss
account.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less subsequent
accumulated depreciation and accumulated impairment losses, if any. Historical
cost includes expenditure that is directly attributable to the acquisition of
the assets.
Subsequent costs are included in the asset's carrying amount, or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Company and the
cost of the item can be measured reliably. All other repairs and maintenance
are charged to profit or loss during the financial period in which they are
incurred.
Depreciation on property, plant and equipment is calculated using the
straight-line method to write off their cost over their estimated useful lives
at the following annual rates:
Computer equipment: 33% straight-line Plant and machinery: 33% straight-line
Financial assets and liabilities
Recognition and initial measurement
The Group initially recognises loans and advances, trade and other
receivables/payables, and borrowings plus or minus transactions costs, when
and only when the Group becomes party to the contractual provisions of the
instruments.
Financial assets at amortised cost
The Group's financial assets at amortised cost comprise trade and other
receivables. These represent debt instruments with fixed or determinable
payments that represent principal or interest and where the intention is to
hold to collect these contractual cash flows. They are initially recognised at
fair value, included in current and non-current assets, depending on the
nature of the transaction, and are subsequently measured at amortised cost
using the effective interest method, less any provision for impairment.
Financial liabilities at amortised cost
Financial liabilities at amortised cost comprise trade and other payables.
They are classified as current and non-current liabilities depending on the
nature of the transaction and are subsequently measured at amortised cost
using the effective interest method.
Financial assets
The Group derecognises a financial asset when the contractual rights to the
cash flows from the financial asset expire, or when it transfers the rights to
receive the contractual cash flows in a transaction in which substantially all
of the risks and rewards of ownership of the financial asset are transferred,
or in which the Group neither transfers nor retains substantially all of the
risks and rewards of ownership and it does not retain control of the financial
asset.
On derecognition of a financial asset, the difference between the carrying
amount of the asset (or the carrying amount allocated to the portion of the
asset derecognised) and the sum of (i) the consideration received (including
any new asset obtained less any new liability assumed) and (ii) any cumulative
gain or loss that had been recognised in OCI is recognised in profit or loss.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations
are discharged, cancelled, or expire.
Summary of critical accounting estimates and judgements
The preparation of financial information, in conformity with IFRS, requires
the use of certain critical accounting estimates. Italso requires the
directors to exercise their judgement in the process of applying the
accounting policies which are detailed above. These judgements are continually
evaluated by the directors and management, and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The key estimates and underlying assumptions concerning the future, and other
key estimated uncertainties at the date of the financial statements, that have
a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial period, are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that period, or
in the period of the revision and future periods if the revision affects both
current and future periods.
Management do not believe there to be estimates or judgements which have a
significant risk of causing a material adjustment to the carrying amount of
assets and liabilities within the next financial year.
3. Financial risk management Financial instruments
As at 30 June 2024 As at 30 June 2023
Financial assets £'000 £'000
Cash and cash equivalents 369 547
Other receivables 61 20
Financial assets 430 567
Financial liabilities £'000 £'000
Convertible Notes 1,746 1,622
Trade payables 504 1,054
Other Payables 2 217
Accruals 20 40
Financial liabilities 2,272 2,995
Fair value hierarchy
All the financial assets and financial liabilities recognised in the financial
statements which are short- term in nature are shown at the carrying value,
which also approximates the fair values for short- term financial instruments.
Therefore, no separate disclosure for fair value hierarchy is required. The
disclosure on fair value hierarchy does not apply to financial leases.
The Group's activities expose it to a variety of financial risks, mainly
credit risk, liquidity risk and interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. In order to
minimise this risk, the Group endeavours only to deal with companies which are
demonstrably creditworthy.
The aggregate financial exposure is continuously monitored. The maximum
exposure to credit risk is the value of the Group's outstanding bank balances.
The Group's exposure to credit risk on cash and cash equivalents is considered
to be low as the bank accounts are with banks with high credit ratings.
Liquidity risk
The Group currently holds cash and Bitcoin balances to manage trading activity
and is managed centrally. Trade and other payables are monitored as part of
normal management operations.
The below, for 2023, is predominantly made up of accrued costs and tax
liabilities relating to payroll:
2024 Within 1 year 1-2 years 2-5 years
£'000 £'000 £'000
Trade and other payables 2,272 0 0
Total 2,272 0 0
2023 Within 1 year 1-2 years 2-5 years
£'000 £'000 £'000
Trade and other payables 2,995 0 0
Total 2,995 0 0
Market risk - interest rate risk
The Group carries no interest rate risk at the respective year ends.
Capital risk management
The Group's capital management objectives are to ensure that the Group
continues to operate as a going concern and provide an adequate return to
shareholders by pricing products and services commensurate with the level of
risk.
To meet these objectives, the Company reviews the budgets and forecasts on a
regular basis to ensure there is sufficient capital to meet the needs of the
Company through to profitability and achieve a positive cash flow.
All working capital requirements are financed from existing cash resources.
4. Segment information
The Group's Revenue is made up of the trading commission on cryptocurrency
assets (Fibermode), as well as bespoke payment and marketing solutions on its
Global Services platform (JGOO) and the "other" segment refers to all other
activities of the Group including business development and group management
and other no allocated functions.
The Group currently only operates in the UK and so for now the presentation of
a geographical split is not applicable.
As at 30 June 2024
JGOO Fibermode Other Total
£'000 £'000 £'000 £'000
Revenue - 60 - 60
Cost of sales - - - -
Gross Profit / (Loss) - 60 - 60
Administrative expenses (1) (1) 528 527
Operating Loss (1) 59 528 587
Assets - 819 (389) 430
Liabilities 13 149 2,110 2,272
Equity (13) 671 (2,499) (1,842)
Total Liabilities & Equity 0 819 (389) 430
As at 30 June 2023
JGOO Fibermode Other Total
£'000 £'000 £'000 £'000
Revenue 86 100 - 186
Cost of sales (84) (9) - (94)
Gross Profit / (Loss) 2 91 - 92
Administrative expenses (30) (57) (781) (869)
Operating Loss (29) 33 (781) (777)
Assets 0 623 (7) 616
Liabilities 3,327 6,413 (6,741) 2,999
Equity (3,327) (5,791) 6,735 (2,383)
Total Liabilities & Equity 0 623 (7) 616
5. Loss from operations
As at 30 June 2024 As at 30 June 2023
£'000 £'000
Operating loss is stated after charging:
Directors' fees 48 66
Consultancy and advisory fees 0 107
Premises 0 1
Software costs 3 55
Advertising 0 30
Legal and professional fees 146 142
Audit Fees (10) 42
Other administrative expenses (712) 425
Total Administrative expenses (527) 869
6. Employment costs & directors
The average number of employees (including directors) during the period was
made up as follows:
As at As at
30 June 2024 30 June 2023
Number Number
Directors (including non-executive directors) 3 6
Administrative 0 0
Total 3 3
The cost of employees (including directors) during the period was made up as
follows:
As at As at
30 June 2024 30 June 2023
£'000 £'000
Salaries and wages (including directors) - 273
Social security costs - 30
Pension Costs - 5
Share Based Remuneration - -
Staff costs - 308
The compensation of key management personnel, principally directors of R8
Capital Investments PLC, for the period were as follows:
As at As at
30 June 2024 30 June 2023
£'000 £'000
Salaries/fees - 50
Social security costs - 7
Other benefits and pension contributions - -
Total - 57
The above remuneration (including share-based payments) of directors includes
the following amounts paid to the highest paid Director:
As at As at
30 June 2024 30 June 2023
£'000 £'000
Highest paid Director - 57
No directors or key management personnel received termination benefits upon
their departure.
7. Taxation
As at 30 June 2024 As at 30 June 2023
£'000 £'000
Total current tax (Relief for R&D) - -
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation 587 (839)
Loss on ordinary activities before taxation multiplied by average rate of UK 147 (197)
corporation tax of 25% (2023: 13.5%). Note tax rate change 1st April 25%
Effects of:
Depreciation 1 7
Research & Development tax credits - -
Tax losses carried forward (148) 191
Current tax charge/(credit) for the period - -
Changes in tax rates
The UK small company's corporation tax rate has been changed on 1st April 2023
to 25% Accordingly, the deferred tax asset has been calculated based on the
rate of 25% at the balance sheet date. No liability to UK corporation tax
arose on ordinary activities for the current period.
The Group has estimated tax losses of £18,463,475 (2023: £19,093,000)
available for carry forward against future trading profits.
The tax losses have resulted in a deferred tax asset of approximately
£3,490,062 (2023: £3,638,000) which has not been recognised in the financial
statements due to the uncertainty of the recoverability of the amount.
8. Earnings per share (EPS)
As at As at
30 June 2024 30 June 2023
Basic and diluted
Loss for the period and earnings used in basic & diluted EPS (£'000) 587,298 (839,181)
Weighted average number of shares used in basic and diluted EPS 104,791,280 104,791,280
Loss per share (p) 0.01 (0.01)
Basic earnings per share is calculated by dividing the loss attributable to
equity holders of the Company by the number of ordinary shares in issue at the
end of the period.
9. Intangible assets - Treasury BTC
As at As at
30 June 2024 30 June 2023
£'000 £'000
At period start (1 January) - -
Additions -
Revaluation -
Reclassification to Inventory -
At period end (30 June) - -
10. Tangible assets - computer equipment
As at As at
30 June 2024 30 June 2023
£'000 £'000
At period start (1 January) 1 11
Additions - -
Disposals - (2)
Depreciation (1) (7)
At period end (30 June) 0 3
11. Trade and other receivables
As at As at
30 June 2024 30 June 2023
£'000 £'000
Other receivable 0 5
Trade receivable (net of provision 30 15
VAT Receivable 31 0
61 20
12. Cash and cash equivalents
Where cash at bank earns interest, the interest accrues at floating rates
based on daily bank deposit rates. The fair value of the cash and cash
equivalents is as disclosed below. For the purpose of the cash flow statement,
cash and cash equivalents comprise of the amounts shown below.
As at As at
30 June 2024 30 June 2023
£'000 £'000
Cash at bank and in hand 369 547
13. Trade and other payables
As at As at
30 June 2024 30 June 2023
£'000 £'000
Trade payables 504 1,054
Other payables 2 220
Accruals 20 40
526 1,314
14. Share capital
All shares of the Company rank pari passu in all respects.
15. Share-based remuneration
The parent operates an unapproved share option plan for all employees of the
Group.
In accordance with standard vesting terms, the full award will vest four years
after the start of the vesting date (5th October 2021), with 20% vesting on
the initial IPO date and a further 5% of the options vested on each
three-month anniversary. If the options remain unexercised after a period of
ten years from the date of grant, the options expire. Options are forfeited if
the employee leaves the Group before the options vest.
The details of the movements in the share scheme are as follows:
Unapproved Options
Number of share options Average Exercise price per share (£)
Outstanding as at 30 June 2023 422,819 0.00
Granted during the period 0 0.00
Exercised during the period - -
Forfeited during the period (422,819) 0.00
Outstanding as at 30 June 202 0 0.00
No options were exercisable at the end of the period. No share-based payments
were settled during the period and therefore the method of settlement is not
applicable.
The weighted average fair value of the options granted under the unapproved
options scheme were £0.18 per option using the Black Scholes model.
In September 2022, new employees were granted 5.1m options at an exercise
price of £0.075 and all existing options were modified to have an exercise
price of £0.075 also. Based on a fair value assessment of the share option
modification it was assessed that the fair value had decreased however, in
line with IFRS 2, we continued to account for the share options of the
original grant at the original fair value.
The significant inputs into the model are as follows:
Current Price (£) on date
issued
0.55
Option Exercise Price
(£)
0.50
Expected Life of Options in
years
4
Volatility
59%
Risk Fee interest
rate
0.72%
Adjustment for sub-optimal exercise
factor
20%
The expected volatility was determined using the trading prices for R8 Capital
Investments Plc from the period it listed until February 16(th) 2021, to all
for sufficient time to provide enough scope. The reason for only considering
R8 is that there were no other similar companies listed in the UK with
comparable operations to R8.
Following the year end, all options were lapsed following the discontinued
operations. For prior year grants, the charged booked in prior years was
reversed through the share option reserve and retained earnings.
16. Convertible Loan Notes
In July 2022, £2.0m convertible loans notes were issues repayable in July
2023 now extended to 31(st) December 2024. This attracted interest at a rate
of 8% pa.
The notes shall be converted by the Company on the earlier to occur of:
(i) a change of control (in respect of which the Company shall
have provided the Noteholders with reasonable notice to allow it to exercise
its conversion rights hereunder); or
(ii) a qualifying financing being completed; or
(iii) the maturity date (31(st) December 2024).
The convertible loan has been treated as a short-term liability as the
maturity date is less than 12 months. Interest has been accrued on a quarterly
basis.
The equity element of the convertible loan notes in issue at the year-end is
£442k (2023: £442k)
17. Reserves
The following describes the nature and purpose of each reserve within equity:
18. Capital commitments
The Company has no capital commitments as at the 30 June 2024 and 30 June
2023.
19. Related Party Transactions
The group has taken advantage of the exemption available under IAS 2 Related
Party Disclosures not to disclose details of transactions between Group
undertakings which are eliminated on consolidation.
20. Events after the reporting date
The convertible loan notes are due to expire on 31(st) December 2024. The
directors have had confirmation from the majority shareholders that should the
convertible loan notes need to be extended to 31(st) December 2025, that they
will support this decision and the change in terms.
21. Ultimate controlling party
There is no ultimate controlling party of the Company.
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