REG - Red Capital PLC - Full Year Results year ended 31 December 2025
30/04/2026 07:02
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RNS Number : 4780C Red Capital PLC 30 April 2026
30 April 2026
Red Capital Plc
("Red Capital" or the "Company")
Full Year Results for the period ended 31 December 2025
Red Capital Plc (LSE: REDC) has today published its Annual Report and
Financial Statements for the period ended 31 December 2025 (the "Annual
Report").
In accordance with UK Listing Rule 6.4.1 copies of the Annual Report have been
submitted to the FCA and will shortly be available to view on the Company's
website at https://www.redcapitalplc.com/ (https://www.redcapitalplc.com/) and
for inspection from the National Storage Mechanism
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
LEI: 213800O4A398G6GL7270
Enquiries
Tessera Investment Management Limited
Tony Morris +44 (0) 7742 189145
Chairman's Statement
I am pleased to present the financial results for Red Capital Plc ("Red" or
the "Company") and its subsidiary (together the "Group") for the year ended 31
December 2025.
Since establishing the Company, we have remained focused on executing our
strategy and have continued to assess investment and acquisition
opportunities, as well as partnering with management teams where we believe
there to be sustainable growth potential both organically, and through
acquisition.
On 27 April 2026, we were delighted to announce the proposed partnership with
Scott and Greig Gilbert, and the Company's proposed strategic transition
towards the Venezuelan energy sector. In Scott, Greig and the wider Apertura
Energy team, we have the opportunity to work with a highly experienced
leadership team and strategic investors with deep domain expertise, who are
primed to take advantage of the opening up of the energy sector in Venezuela.
Under the proposed transaction and subject to a general meeting of the
Company, the Company will be recapitalised through the raising of £1.6
million of proceeds, alongside the Board being augmented through Scott joining
as Chairman and Greig as Chief Executive Officer. I will remain as a
non-executive director, and we anticipate renaming the Company Apertura Energy
following the general meeting which we expect to schedule in due course.
I would like to take this opportunity to thank our loyal shareholders for
their support and patience since our original listing in 2021. Through the
proposed transaction, we are able to place the business on a sustainable
footing, and firmly believe we now have a team with the experience and
capability to gain the Company exposure to a sector with tremendous growth
potential fuelled by market and geo-political tailwinds.
David Williams
Chairman
29 April 2026
Report of the Directors
The Directors of the Company present their report for the year ended 31
December 2025.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
For the financial year ended 31 December 2025, the Group and Company's
principal activities were that of a holding group and company, respectively.
The Company was incorporated for the purpose of identifying suitable
acquisition opportunities in accordance with the Company's investment and
acquisition strategy. The Company will retain a flexible investment and
acquisition strategy which will, subject to appropriate levels of due
diligence, enable it to deploy capital in target companies by way of minority
or majority investments, or full acquisitions where it is in the interests of
shareholders to do so (including transactions with target companies located in
the UK and internationally). It is anticipated by the Directors that
acquisition opportunities could be with private companies, other listed
business, or via the acquisition of divisional or non-core carve outs. The
Company's strategic aim is to drive shareholder value through the acquisition
of target companies in certain sectors where the Directors believe there to be
sustainable growth opportunities both organically, and through acquisition. In
particular, sectors of focus include business services and technology
companies. Where target companies are acquired, the Directors and incoming
management teams will seek to drive operational improvements and best practice
to unlock revenue and cost synergies.
It is possible the Board may consider acquisitions that do not conform to all
of the above framework. However, in all cases, the Company's strategic aim is
to drive Shareholder value through the acquisition of target companies in
certain sectors where the Directors believe there to be sustainable growth
opportunities both organically, and through acquisition.
On 27 April 2026, the Company announced its proposed recapitalisation, with
binding commitments received for £1.6 million of funding through a proposed
placing and the issuance of convertible loan notes. As part of this
recapitalisation, the Company is also proposing to strategically transition
towards the Venezuelan energy sector, and is expected to reconstitute the
Board of Directors with personnel experienced in executing this revised growth
strategy. The proposed recapitalisation will remain subject to a general
meeting of the Company to be scheduled in due course.
RESULTS
During the year, the Group recorded a loss of £224,271 (2024: loss of
£233,650) and the loss per share was 2.24p (2024: loss per share of 2.34p).
The Group and Company had cash reserves at the end of the year of £6,436
(2024: £160,427) and net liabilities of £99,975 (2024: net assets of
£122,729).
DIVIDENDS
At this point in the Company's development, it does not anticipate declaring
any dividends in the foreseeable future. As such, the Directors do not
recommend the payment of a dividend for the year.
FUTURE DEVELOPMENTS
The Directors expect to continue to execute the Group's strategy in sourcing
and assessing acquisition and investment opportunities as well as accessing
further capital to fund the Group's working capital requirements as it
continues its activities as a cash shell entity. This includes a strategic
repositioning of the Company to explore growth opportunities in the Venezuelan
energy sector.
KEY PERFORMANCE INDICATORS
The Board continues to focus on maximising shareholder value by sourcing,
assessing and where in the interest of shareholders to do so, investing in and
acquiring businesses within the business services and technology sectors.
Follow completion of the Company's inaugural transaction, the Board will be in
a position to identify and develop its key performance indicators for on-going
monitoring and management.
GOING CONCERN
The Group and Company's unaudited cash balance as at 29 April 2026 was
£479,039. This included certain advanced receipts of fundraise proceeds
received as part of the Company's proposed recapitalisation.
The Directors' forecasts indicate that, subject to the successful passing of
all resolutions at the Company's general meeting to be convened shortly, and
receipt of FCA approval of the prospectus, the Company's cash resources are
expected to increase by £1.5 million and will be sufficient to meet its
liabilities as they fall due for a period of at least 12 months from the date
of approval of these financial statements.
As a result, the Directors believe that following successful conclusion of the
general meeting and FCA approval of a prospectus, the Company will have
adequate working capital to fund all reasonably incurred liabilities as they
fall due in the execution of its revised strategy.
However, the completion of the proposed recapitalisation is dependent on
shareholder approval and regulatory consent, which are not wholly within the
control of the Company. In the event that these approvals are not obtained,
the Company may be unable to complete the recapitalisation and may not have
sufficient resources to meet its liabilities as they fall due. These
conditions indicate the existence of a material uncertainty that may cast
significant doubt on the Group and Company's ability to continue as a going
concern.
Nevertheless, the Directors have a reasonable expectation that the required
approvals will be obtained and that the recapitalisation will be successfully
completed. Accordingly, they have adopted the going concern basis of
accounting in preparing these financial statements. The financial statements
do not include any adjustments that would result if the Group and Company were
unable to continue as a going concern.
RISK MANAGEMENT
In order to execute the Group's strategy, the Company and its subsidiaries
will be exposed to both financial and non-financial risks. The Board has
overall responsibility for the Group's risk management and it is the Board's
role to consider whether those risks identified by management are acceptable
within the Group's strategy and risk appetite. The Board therefore
periodically reviews the principal risks and considers how effective and
appropriate the controls that management has in place to mitigate the risk
exposure are and will make recommendations to management accordingly.
As the Company had not completed its first investment or acquisition in the
year, it has limited financial statements and/or historical financial data,
and limited trading history. As such, the Company during the year was subject
to the risks and uncertainties associated with an early-stage acquisition
company, including the risk that the Company will not achieve its investment
objectives and that the value of an investment could decline and may result in
the partial or complete loss of capital invested. The past performance of
investee companies or assets managed by the Directors will not necessarily be
a guide to future business, results of operations, financial condition or
prospects of the Company.
In order to mitigate against these risks, the Directors will continue to
undertake thorough due diligence on investment opportunities and acquisition
targets, to a level considered reasonable and appropriate by the Company on a
case-by-case basis, including the potential commissioning of third-party
specialist reports as appropriate. Following completion of any investment or
acquisition, it is intended that any investments or assets will be managed by
the Directors and assisted by the Company's professional advisers.
Financial Risk Management
The Directors consider the Group to be exposed to the following financial
risks:
a. Price risk: the price paid for securities is subject to market movement that
will have an impact on the operations of the Group;
b. Cash flow interest rate risk: the Group has significant cash balances which
exposed it to movement in the market interest rates; and
c. Liquidity risk: the Group manages its cash requirements through detailed
forecasting and planning for the amount and timing of payments and receipts of
interest income, to ensure cash resources are available when required.
Given the relatively small size and operation of the Group in the year, the
Directors have not delegated the responsibility of risk monitoring to a
sub-committee of the Board, but closely monitor the risks on a periodic basis.
The Directors consider their exposure in the financial year to have been low.
Refer to note 14 for assessment of the risks arising from financial
instruments.
Non-financial Risk Management
The non-financial risk factors for the year ended 31 December 2025 did not
materially change from those set out in Red's Prospectus dated 16 November
2021.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY
As the Company has not completed its first acquisition and has only two
Directors, limited travel and no premises, the Directors do not consider any
disclosure under the Task Force on Climate-related Financial Disclosures is
required at this juncture, however the Company will continue to review this
position as it executes its investment and acquisition strategy.
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the year.
CHARITABLE DONATIONS
The Company has made no charitable donations during the year.
POST BALANCE SHEET EVENTS
Details of post balance sheet events are disclosed in note 20.
SHARE CAPITAL
Details of the Company's share capital is set out in note 15. The Company's
share capital consists of one class of ordinary share, which does not carry
rights to fixed income. As at 31 December 2025, there were 10,000,000 ordinary
shares of 1p par value each in issue.
SIGNIFICANT SHAREHOLDERS
As at 15 April 2026, the Company had been advised of the following notifiable
interests (whether directly or indirectly held) in voting rights.
Name Shareholding Percentage
David Williams 3,500,000 35.0%
Simon Webster 2,000,000 20.0%
Hargreaves Lansdown (Nominees) Limited 682,096 6.8%
The Bank of New York (Nominees) Limited 477,500 4.8%
Securities Services Nominees Limited 410,000 4.1%
Robin Southwell OBE 300,000 3.0%
Giles Willits 300,000 3.0%
Goldman Sachs Securities (Nominees) Limited 300,000 3.0%
Huntress (CI) Nominees Limited 300,000 3.0%
As at 15 April 2026, the Directors in aggregate held 5,500,000 ordinary
shares, which represents 55.0 per cent. of the Company's issued share capital.
COMPANY DIRECTORS
The Directors during the year and summaries of their experience are set out
below.
David Williams Non-Executive Chairman (aged 73)
David has over 40 years' experience in investment markets, serving as Chairman
in executive and non-executive capacities for a number of public and private
companies. He has overseen the development of these companies, raising in
excess of £1 billion of capital to support both organic and acquisitive
growth initiatives.
David was the original founder of Marwyn Capital LLP, the award-winning
investment management company. David was also formerly Chairman of
Entertainment One Ltd. (LSE: ETO), Zetar plc, and Oxford BioDynamics Plc (AIM:
OBD), and Non-Executive Director of Breedon Group plc (LSE: BREE). He
currently serves as Non-Executive Chairman of the Main Market listed Acceler8
Ventures Plc (LSE: AC8) and Bay Capital Plc (LSE: BAY).
Simon Webster Non-Executive Director (age 56)
Simon is a highly experienced software and technology entrepreneur, and was
formerly Group Chief Executive Officer of Vistra, a global leader in fund
administration and corporate services. Prior to this he was Chief Executive
Officer of CPA Global, a global leader in intellectual property software and
tech-enabled services. Simon led CPA Global over a 20-year period, growing it
from an initial £50 million business into $6.0 billion of enterprise value
before its merger with NYSE listed Clarivate Plc (NYSE: CCC) in October 2020.
His early career was spent in the UK financial services sector leading
business change, delivering technology transformations and supporting M&A
transactions.
Simon has been investing in and working with founders of growth businesses as
Founder and CEO of SHUFL Capital since 2010. He is also a Fellow of the
Chartered Institute of Management Accountants.
The Directors who held office during the year and their beneficial interest in
the share capital of the Company at 31 December 2025 were as follows:
31 December 2025
David Williams 3,500,000
Simon Webster 2,000,000
5,500,000
DIRECTORS REMUNERATION
The Chairman and Non-Executive Director are each entitled to fees of £30,000
and £20,000 per annum for their respective roles within the Company, as per
their service agreements entered into on 15 November 2021. During the year,
£20,833 of Director fees were accrued (2024: nil). There are no other
benefits paid to Directors outside of their service fees, save for ordinary
course reimbursable expenses properly incurred in the performing their duties
as Directors. The Company does not operate a pension scheme.
Salary Benefits in kind 31 December 2025 Total
Director £ £ £
David Williams 30,000 - 30,000
Simon Webster 20,000 - 20,000
50,000 - 50,000
In addition to the Directors' fee entitlements outlined above, the Directors
are also participants in the Subco Incentive Scheme and holders of warrants as
detailed below.
SUBCO INCENTIVE SCHEME
The Directors believe that the success of the Company will depend to a high
degree on the future performance of key employees and advisers in executing
and supporting the Company's growth strategy. The Company has therefore
established equity-based incentive arrangements which are, and will continue
to be, an important means of retaining, attracting and motivating key
employees, consultants and advisers, and also for aligning the interests of
the Directors with those of shareholders.
On 12 November 2021, the Group created a new Subco Incentive Scheme within its
wholly owned subsidiary Red Capital Subco Limited. Under the terms of the
Subco Incentive Scheme, scheme participants are only rewarded if a
predetermined level of shareholder value is created over a three to five year
period or upon a change of control of the Company or Subco (whichever occurs
first), calculated on a formula basis by reference to the growth in market
capitalisation of the Company, following adjustments for the issue of any new
ordinary shares and taking into account dividends and capital returns
("Shareholder Value"), realised by the exercise by the beneficiaries of a put
option in respect of their shares in Subco and satisfied either in cash or by
the issue of new ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled up to 15 per
cent. of the Shareholder Value created, subject to such Shareholder Value
having increased by at least 12.5 per cent. per annum compounded over a period
of between three and five years from Admission, or following a change of
control of the Company or Subco.
In order to implement the Subco Incentive Scheme, the Company as sole
shareholder of Subco, approved the creation of a new share class in Subco (the
"B Shares"). At the same time the Subco's existing ordinary shares were
redesignated A Shares. The B Shares do not have voting or dividend rights.
On 12 November 2021, David Williams, Chairman of the Company, Simon Webster, a
Non-Executive Director of the Company, and Kathleen Long and Anthony Morris,
Directors of Tessera Investment Management Limited ("Tessera"), became the
first participants in the Subco Incentive Scheme ("Founder Participants"), and
as such, the proportion of Shareholder Value attaching to the Subco Incentive
Scheme is 11 per cent. of a total cap of 15 per cent.
The Founder Participants and their respective holdings are outlined below.
Participant Subco B shares held
David Williams 50,000
Simon Webster 40,000
Kathleen Long 10,000
Anthony Morris 10,000
110,000
There were no new incentives granted under the Subco Incentive Scheme during
2025.
WARRANTS
On 15 November 2021, the Company constituted 10,000,000 warrants on the terms
of an instrument under which the Company issued 6,000,000 warrants to certain
existing shareholders of the Company including the Directors, and a further
4,000,000 warrants on admission of the Company to the Main Market of the
London Stock Exchange.
The warrants are exercisable at any time from the date of completion of the
inaugural transaction (an investment or acquisition) made by the Company where
the consideration for such transaction is at least £10 million at a price of
£0.10 per ordinary share. These warrants can be exercised through application
to the Company. The warrants will not be listed on the London Stock Exchange
or any other publicly traded market.
The Directors' respective warrant holdings are detailed below.
Participant Date of grant Exercise price No. of ordinary shares to which the grant relates
David Williams 15 November 2021 £0.10 3,500,000
Simon Webster 15 November 2021 £0.10 2,000,000
5,500,000
CORPORATE GOVERNANCE
As a Jersey company and a Shell Company (Equity Shares) on the London Stock
Exchange, under the new UK Listing Rules ("UKLR"), the Company is not required
to comply with the provisions of the UK Corporate Governance Code 2018.
Furthermore, there is no applicable regime of corporate governance to which
the directors of a Jersey company must adhere over and above the general
fiduciary duties and duties of care, skill and diligence imposed on such
directors under Jersey law. Notwithstanding this, the Directors are committed
to maintaining high standards of corporate governance and will be responsible
for carrying out the Company's objectives and implementing its business
strategy.
All investment, acquisition, divestment and other strategic decisions are
considered and determined by the Board. At present, the Board reviews
investment and acquisition opportunities on and as required basis and meets
regularly with its Strategic Advisor to discuss possible inorganic growth
opportunities, as well as monitor deal flow and investment and acquisitions in
progress, and review the Company's strategy to ensure that it remains aligned
to the delivery of shareholder value. Those investment and acquisition
opportunities that are assessed by the Board (with support from its Strategic
Advisor) are considered in light of the investment and acquisition criteria as
detailed in the Company's Admission Document. In addition, as part of the
investment and acquisition screening process, the Company will augment Board
and Strategic Advisor capability on a case-by-case basis as required with
industry and operating partner input, where deep domain expertise can be
accessed. The Board provides leadership within a framework of prudent and
effective controls. The Board has established the corporate governance values
of the Company and has overall responsibility for setting the Company's
strategic aims, defining the business plan and strategy and managing the
financial and operational resources of the Company.
In this regard, the Board, so far as is practicable given the Company's size
and stage of its development, has voluntarily adopted the 2023 QCA Code as its
chosen corporate governance framework. There are certain provisions of the QCA
Code which the Company will not adhere to currently, and their adoption will
be delayed until such time as the Directors believe it is appropriate to do
so. It is anticipated that this will occur concurrently with the Company's
first material investment or acquisition. Details on how the Company applies
the ten principles of the 2023 QCA Code are set out below and on the Company's
website at www.redcapitalplc.com.
Principles of the QCA Code How the Company has complied
1 Establish a purpose, strategy and business model which promote long-term value This is outlined in the Directors Report on page 4.
for shareholders
2 Promote a corporate culture that is based on ethical values and behaviours The Board operates an open and inclusive culture which is reflected in the way
that the Board conducts itself. As the Company has only two Directors, the
Board will formally assess and monitor corporate culture following the first
acquisition / investment.
3 Seek to understand and meet shareholder needs and expectations The Chair is the Group's principal spokesperson with investors, fund managers,
the press and other interested parties. As well as the Annual General Meeting
with shareholders, the other Directors may give formal presentations at
investor road shows following the announcement of interim and full year
results.
Notice of this year's Annual General Meeting will shortly be sent to
shareholders.
As noted below, there are no material environmental or social matters to
report to investors at this stage of the Company's development.
4 Take into account wider stakeholder interests, including social and Given the Company's size and stage of development, the Directors have no
environmental responsibilities and their implications for long-term success material environmental or social issues to report at this juncture. This
will be reviewed with the relevant KPI's following execution of its investment
and acquisition strategy alongside the development of a corporate and social
responsibility policy.
5 Embed effective risk management, internal controls and assurance activities, This is outlined in the Risk Management section on page 5 and the Internal
considering both opportunities and threats, through the organisation Controls section below on page 13. An audit, remuneration and nomination
committee will be implemented following the Company's first acquisition with
appropriate terms of reference in addition to an enhanced risk management and
governance framework tailored to the operating assets and strategic direction
of the enlarged entity.
6 Establish and maintain the board as a well-functioning balanced team led by The Directors have the necessary up-to-date experience, skills and
the chair capabilities required for the Board as outlined on page 6.
The Directors commit sufficient time to discharge their duties as directors of
the Company, and meet the expectations of their respective roles. There is
no maximum time commitment specified, and outside of formal board meetings,
the Directors devote additional time to the Company in respect of preparatory
work and ad hoc meetings, particularly when the Company undergoes increased
corporate activity.
During the year, each Director attended all four of the formally scheduled
quarterly Board meetings of the Company.
The Board will be augmented with suitably qualified additional executive and
non-executive directors including independents following the first acquisition
/ investment.
7 Maintain appropriate governance structures and ensure that individually and The Chair is responsible for leading the Board and ensuring that the Group
collectively the directors have the necessary up-to-date experience, skills maintains an appropriate corporate governance framework. The Board, so far
and capabilities as is practicable given the Company's size and stage of its development, has
voluntarily adopted the 2023 QCA Code as its chosen corporate governance
framework, and complies with those principles that the Board believe are
appropriate for the Company given it has no employees nor any operations.
Each Director has substantial experience operating within publicly listed
organisations, performing executive and non-executive roles. Whilst the
Company does not currently provide any formal Board training, it is through
the Directors other executive and non-executive roles, and past experiences,
that they maintain the necessary skills and capabilities to discharge their
duties. Where specialist advice is sought for certain matters, the Directors
will consult with Company advisers.
8 Evaluate board performance based on clear and relevant objectives, seeking In the year, the Board evaluation process was limited to an ongoing informal
continuous improvement evaluation of the performance of the Board by each Director. This will be
replaced by a formal, annual evaluation process once the Group has completed
its first acquisition covering the Board and Committees, including succession
planning.
9 Establish a remuneration policy which is supportive of long-term value With no employees and no operations, the Group is focused on cost control and
creation and the company's purpose, strategy and culture pays only minimal fees to the Directors as part of their service contracts.
The principle around remuneration as detailed in the Company's prospectus
remains unchanged; an incentivisation programme that is designed to drive
value and build towards future monetisation events where participants are only
rewarded for the delivery of shareholder value over a sustained period, and
therefore have interests aligned with shareholders.
10 Communicate how the company is governed and is performing by maintaining a The Board will continue to monitor its application of the 2023 QCA Code and
dialogue with shareholders and other key stakeholders revise its governance framework as appropriate as the Group evolves.
The Board recognises the importance of maintaining regular dialogue with
shareholders to ensure that the Group's strategy is communicated and to
understand the expectations of our shareholders.
As noted above, audit and remuneration committee reports will be published
following the Company's first acquisition and formation of these committees.
ROLE OF THE BOARD
The Board is responsible for the management of the business of the Group,
setting the strategic direction of the Group and establishing the policies of
the Group. It is the Directors' responsibility to oversee the financial
position of the Group and monitor the business and affairs of the Group, on
behalf of the shareholders, to whom they are accountable. The primary duty of
the Directors is to act in the best interests of the Group and Company at all
times. The Board also addresses issues relating to internal control and the
Group's approach to risk management and has formally adopted an
anti-corruption and bribery policy.
The Group does not have a separate investing committee and therefore the Board
as a whole will be responsible for sourcing acquisitions and ensuring that
opportunities are in conformity with the Group's strategy.
The Group holds four formal Board meetings a year.
The Directors commit sufficient time to discharge their duties as directors of
the Company, and meet the expectations of their respective roles. There is
no maximum time commitment specified, and outside of formal board meetings,
the Directors devote additional time to the Company in respect of preparatory
work and ad hoc meetings, particularly when the Company undergoes increased
corporate activity.
During the year, each Director attended all four of the formally scheduled
quarterly Board meetings of the Company.
The Group has not adopted a formal policy on diversity; however, it is
committed to a culture of equal opportunities for all, regardless of age, race
or gender. The Board is currently made up of two male directors and there
are no other employees in the Company.
INTERNAL CONTROLS
The Board acknowledges its responsibility for establishing and monitoring the
Group's systems of internal control. Although no system of internal control
can provide absolute assurance against material misstatement or loss, the
Group's systems are designed to provide the Directors with reasonable
assurance that problems can be identified on a timely basis and dealt with
appropriately.
The Group maintains an appropriate process for financial reporting. The annual
budget is reviewed and approved by the Board before being formally adopted.
Other key procedures that have been established and which are designed to
provide effective control are as follows:
Management structure - The Board meets regularly on a formal and informal
basis to discuss all issues affecting the Group.
Investment appraisal - The Group has a robust framework for investment
appraisal and approval is required by the Board, where appropriate.
Share dealing and inside information - the Company has adopted a share dealing
code regulating trading and confidentiality of inside information for the
Directors and other persons discharging managerial responsibilities (and their
persons closely associated) which contains provisions appropriate for a
company whose shares are admitted to trading on the Official List
(particularly relating to dealing during closed periods which will be in line
with the Market Abuse Regulation). The Company takes all reasonable steps to
ensure compliance by the Directors and any relevant employees with the terms
of that share dealing code.
The Board reviews the effectiveness of the systems of internal control and
considers the major business risks and the control environment. No significant
deficiencies have come to light during the period and no weaknesses in
internal financial control have resulted in any material losses, or
contingencies which would require disclosure, as recommended by the guidance
for Directors on reporting on internal financial control.
The Directors are focused on careful management of the Group's cash and
financial resources through Board level approvals. At such time that the Group
completes an acquisition, the Directors anticipate that the Group's financial
position and prospects procedures regime will be updated and expanded as
necessary to cater for the nature of the Group's business following completion
of its inaugural investment or acquisition.
EXTERNAL ADVISERS
The Board accessed the following external advisers during the year and post
the year end for on-going business as usual matters:
Mayer Brown International LLP and Ogier (Jersey) LLP - legal
Tessera Investment Management Limited - capital markets and M&A
JTC (Jersey) Limited - company secretarial, governance and regulatory filings
CONFLICTS OF INTEREST
A Director has a duty to avoid a situation in which he or she has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict,
with the interests of the Company. The Board has satisfied itself that there
are no conflicts of interest where the Directors have appointments on the
Boards of, or relationships with, companies outside the Company. Furthermore,
the Board requires Directors to declare all appointments and other situations
which could result in a possible conflict of interest, and therefore believes
it has a robust framework to deal with any conflict of interest should it
arise.
DISCLOSURE OF INFORMATION TO THE AUDITOR
So far as the Directors are aware, there is no relevant audit information of
which the Group and Company's auditor is unaware, and each Director has taken
all the steps that he ought to have taken as a Director in order to make
himself aware of any relevant audit information and to establish that the
Group and Company's auditor is aware of that information.
The Directors confirm to the best of their knowledge that:
· the financial statements, prepared in accordance with the relevant financial
reporting framework, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group and Company and the
undertakings included in the consolidation taken as a whole;
· the Chairman's Statement and Report of the Directors includes a fair review of
the development and performance of the business and the position of the Group
and Company and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties
that they face; and
· the annual report and accounts, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to
assess the Group and Company's position and performance, business model and
strategy.
INDEPENDENT AUDITOR
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson
LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an
audit registration with the engagement transitioning to MHA Audit Services
LLP. The auditor, MHA, will be proposed for re-appointment at the
forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD
David Williams
Chairman
29 April 2026
Statement of Director's Responsibilities
The Directors are responsible for preparing the Directors' report and the
financial statements in accordance with applicable law and regulations.
Jersey Company law requires the directors to prepare financial statements for
each financial period. Under that law the Directors have elected to prepare
the consolidated financial statements in accordance with International
Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and
the Company financial statements in accordance with FRS 101 "Reduced
disclosure Framework", the Financial Reporting Standard applicable in the UK.
Under company law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the profit or loss of the Group for
that year.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether the Group financial statements have been prepared in accordance
with IFRS as adopted by the United Kingdom;
· state whether the Company financial statements have been prepared in
accordance with FRS 101 "Reduced Disclosure Framework"; and
· prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Group and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the financial statements
comply with the Companies (Jersey) Law 1991. They are also responsible for
safeguarding the assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The maintenance and integrity of the Group's website is the responsibility of
the Directors. The work carried out by the auditors does not involve the
consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred in the accounts since
they were initially presented on the website. Legislation in Jersey governing
the preparation and dissemination of the accounts and the other information
included in annual reports may differ from legislation in other jurisdictions.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
2025 2024
Note £ £
Administrative expenses (224,544) (235,685)
Operating loss 6 (224,544) (235,685)
Interest receivable 7 273 2,035
Loss on ordinary activities before taxation (224,271) (233,650)
Taxation charge 8 - -
Loss and total comprehensive loss for the year (224,271) (233,650)
Loss per share (pence)
Basic and diluted 9 (2.24p) (2.34p)
Loss attributable to:
Owners of the parent company (224,271) (233,650)
The Group has no items of other comprehensive income in either the current or
prior period. All activities in both the current and the prior period relate
to continuing operations.
The notes below form part of these consolidated financial statements.
Consolidated Statement of Financial Position
As at 31 December 2025
31 December 31 December 31 December 31 December
2025 2025 2024 2024
Note £ £ £ £
Current assets
Cash and cash equivalents 11 6,436 160,427
Trade and other receivables 12 6,376 7,102
Total current assets 12,812 167,529
Total assets 12,812 167,529
Current liabilities
Trade and other payables 13 112,787 44,800
Total current liabilities 112,787 44,800
Total liabilities 112,787 44,800
Total net (liabilities) / assets (99,975) 122,729
Equity
Issued share capital 15 100,000 100,000
Share premium account 16 894,998 894,998
Capital redemption reserve 16 2 2
Share-based payment reserve 18 6,480 4,913
Retained deficit 16 (1,101,455) (877,184)
Total (deficit) / equity (99,975) 122,729
The consolidated financial statements were approved and authorised for issue
by the Board on 29 April 2026 and were signed on its behalf by:
David Williams
Chairman
The notes below form part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share capital Share premium account Capital redemption reserve Share- based payment reserve Retained deficit
Total
Note £ £ £ £ £ £
At 31 December 2023 100,000 894,998 2 3,344 (643,534) 354,810
Loss for the year - - - - (233,650) (233,650)
Transactions with owners in their capacity as owners:
Share-based payment charge 18 - - 1,569 - 1,569
-
At 31 December 2024 100,000 894,998 2 4,913 (877,184) 122,729
Loss for the year - - - - (224,271) (224,271)
Transactions with owners in their capacity as owners:
Share-based payment charge 18 - - 1,567 - 1,567
-
At 31 December 2025 100,000 894,998 6,480 (1,101,455) (99,975)
2
The notes below form part of these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
2025 2024
£ £
Operating activities
Loss before taxation (224,271) (233,650)
Adjustments for:
Interest receivable (273) (2,035)
Share-based payment charge 1,567 1,569
Operating cash flows before changes in working capital (222,977) (234,116)
Decrease in trade and other receivables 443 1,675
Increase / (decrease) in trade and other payables 67,987 (9,442)
Net cash outflows from operating activities (154,547) (241,883)
Investing activities
Interest received 556 2,544
Net cash inflow from investing activities 556 2,544
Net decrease in cash and cash equivalents (153,991) (239,339)
Cash and cash equivalents at beginning of the year 160,427 399,766
Cash and cash equivalents at end of the year 6,436 160,427
As the Group does not have any financing liabilities outside of working
capital and has no cashflows from financing activities in both periods
presented, no separate net debt reconciliation has been presented within these
consolidated financial statements.
The notes below form part of these consolidated financial statements.
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2025
1 General information
The Company is a public limited company incorporated and domiciled in Jersey,
whose shares are publicly traded on the London Stock Exchange as a Shell
Company (Equity Shares). The Company is the parent company of Red Capital
Subco Limited (a private limited company under the laws of Jersey with
registered number 134741), and together form the "Group".
The address of its registered office is 28 Esplanade, St. Helier, Channel
Islands, JE2 3QA, Jersey.
The Group has been incorporated for the purpose of identifying suitable
acquisition opportunities in accordance with the Group's investment and
acquisition strategy with a view to creating shareholder value. The Group will
retain a flexible investment and acquisition strategy which will, subject to
appropriate levels of due diligence, enable it to deploy capital in target
companies by way of minority or majority investments, or full acquisitions
where it is in the interests of shareholders to do so. This will include
transactions with target companies located in the UK and internationally.
2 Material accounting policies
The accounting policies set out below have, unless otherwise stated, been
applied consistently to all periods presented in these consolidated financial
statements.
The principal policies adopted in the preparation of the consolidated
financial statements are as follows:
(a) Basis of preparation
These consolidated financial statements have been prepared in accordance with
the requirements of International Financial Reporting Standards as adopted by
the United Kingdom ("IFRS") and the requirements of the Companies (Jersey) Law
1991.
The consolidated financial statements are prepared on the historical cost
basis.
The comparative figures presented cover the year ended to 31 December 2024.
(b) Basis of consolidation
The consolidated financial statements present the results of the Company and
its subsidiaries (the "Group") as if they formed a single entity. Intercompany
transactions and balances between Group companies are therefore eliminated in
full.
Where the Group has control over a Company, it is classified as a subsidiary.
The Group controls a Company if all three of the following elements are
present: power over the Company, exposure to variable returns from the
Company, and the ability of the Group to use its power to affect those
variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the consolidated statement of
financial position, the acquiree's identifiable assets, liabilities and
contingent liabilities are initially recognised at their fair values at the
acquisition date. The acquisition related costs are included in the
consolidated statement of comprehensive income on an accruals basis. The
results of acquired operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained.
(c) Functional and presentational currency
The Group's functional and presentational currency for these financial
statements is the pound sterling.
(d) Going concern
The Group and Company's unaudited cash balance as at 29 April 2026 was
£479,039. This included certain advanced receipts of fundraise proceeds
received as part of the Company's proposed recapitalisation.
The Directors' forecasts indicate that, subject to the successful passing of
all resolutions at the Company's general meeting to be convened shortly, and
receipt of FCA approval of the prospectus, the Company's cash resources are
expected to increase by £1.5 million and will be sufficient to meet its
liabilities as they fall due for a period of at least 12 months from the date
of approval of these financial statements.
As a result, the Directors believe that following successful conclusion of the
general meeting and FCA approval of a prospectus, the Company will have
adequate working capital to fund all reasonably incurred liabilities as they
fall due in the execution of its revised strategy.
However, the completion of the proposed recapitalisation is dependent on
shareholder approval and regulatory consent, which are not wholly within the
control of the Company. In the event that these approvals are not obtained,
the Company may be unable to complete the recapitalisation and may not have
sufficient resources to meet its liabilities as they fall due. These
conditions indicate the existence of a material uncertainty that may cast
significant doubt on the Group and Company's ability to continue as a going
concern.
Nevertheless, the Directors have a reasonable expectation that the required
approvals will be obtained and that the recapitalisation will be successfully
completed. Accordingly, they have adopted the going concern basis of
accounting in preparing these financial statements. The financial statements
do not include any adjustments that would result if the Group and Company were
unable to continue as a going concern.
(e) Interest receivable
Interest receivable is recognised on a time-proportion basis using the
effective interest rate method.
(f) Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax
is recognised in the income statement except to the extent that it relates to
items recognised in other comprehensive income or directly in equity, in which
case it is recognised in other comprehensive income or equity respectively.
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, using tax rates and laws enacted or substantively enacted
at the balance sheet date.
Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The following temporary differences are not
provided for: the initial recognition of goodwill; the initial recognition of
assets or liabilities that affect neither accounting nor taxable profit other
than in a business combination, and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in the
foreseeable future. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates and laws enacted or substantively enacted at
the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the temporary
difference can be utilised.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term deposits with
an original maturity of three months or less from inception, held for meeting
short term commitments.
(h) Financial assets and liabilities
The Group's financial assets and liabilities comprise cash and cash
equivalents, other receivables and accruals. Financial assets are stated at
amortised cost less provision for expected credit losses. Financial
liabilities are stated at amortised cost.
(i) Equity
Equity comprises of share capital, share premium, capital redemption reserve,
share-based payment reserve and retained deficit.
Share capital is measured at the par value.
Please see note 16 for further details on reserves.
(j) Share-based payments
The Group operates an equity-settled share-based payment plan. The fair value
of the employee services received in exchange for the grant of options is
recognised as an expense over the vesting period, based on the Group's
estimate of awards that will eventually vest, with a corresponding increase in
equity as a share-based payment reserve.
This plan includes market-based vesting conditions for which the fair value at
grant date reflects and are therefore not subsequently revisited. The fair
value is determined using a binomial model.
(k) Related party transactions
The Group discloses transactions with related parties which are not wholly
owned with the same group. It does not disclose transactions with members of
the same group that are wholly owned.
(l) Warrants
Warrants issued as part of share issues have been determined as equity
instruments under IAS 32. Since the fair value of the shares issued at the
same time as the warrants is equal to the price paid, these warrants, by
deduction, are considered to have been issued at fair value.
(m) Accounting standards issued
The following amendments to standards were issued and adopted in the year,
with no material impact on the financial statements (all effective for annual
periods beginning on or after 1 January 2025):
· Amendment to IAS 21 - The Effects of Changes in Foreign Exchange Rates - Lack
of exchangeability.
There were no other new accounting standards issued that have been adopted in
the year.
(n) Standards in issue but not yet effective
At the date of authorisation of these financial statements there were
amendments to standards which were in issue, but which were not yet effective,
and which have not been applied. The principal ones are detailed below.
The Directors do not expect the adoption of these amendments to standards to
have a material impact on the financial statements, with the exception of
presentational changes as a result of IFRS 18 Presentation and Disclosure in
Financial Statements. Given that IFRS 18 is not effective until the period
beginning 1 January 2027, the impact assessment of this standard is ongoing
and will be considered further in the coming years.
Effective for periods beginning on or after 1 January 2026:
· Amendments to IFRS 7 and IFRS 9 Financial Instruments - The classification and
measurement of financial instruments
· Annual improvements to IFRS Accounting Standards - Volume 11 (including minor
amendments to IFRS 1 First-time Adoption of International Financial Reporting
Standards, IFRS 7, IFRS 9, IFRS 10 Consolidated Financial Statements, and IAS
7)
· Disclosures about Uncertainties in the Financial Statements - In November 2025
the Board issued Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS
1, IAS 8, IAS 36 and IAS 37 - Disclosures about Uncertainties in the Financial
Statements ("the examples"), which added illustrative examples to several IFRS
accounting standards. These Illustrative Examples do not have an effective
date however, companies are expected to implement any change in their
reporting on a timely basis.
Effective for periods beginning on or after 1 January 2027:
· IFRS 18 Presentation and Disclosure in Financial Statements
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
3 Accounting estimates and judgements
In preparing the consolidated financial statements, the Directors have to make
judgments on how to apply the Group's accounting policies and make estimates
about the future. The Directors do not consider there to be any critical
judgments that have been made in arriving at the amounts recognised in the
consolidated financial statements with the exception of the valuation of
share-based payments. Please see note 18 for further details.
4 Employees
Staff costs, including Directors, consist of: 2025 2024
£ £
Wages and salaries 50,000 50,000
50,000 50,000
2025 2024
Number Number
The average number of employees, including Directors, during the year was:
2 2
5 Directors' remuneration
The Company Directors are considered the only key management personnel, and
their remuneration was as follows:
2025 2024
£ £
Directors' emoluments 50,000 50,000
50,000 50,000
6 Operating loss
2025 2024
£ £
This has been arrived at after charging:
Professional services 115,417 127,329
Fees payable to the Company's independent auditor for the audit of the parent 26,000 18,300
and consolidated accounts
7 Interest receivable
2025 2024
£ £
Bank interest receivable 273 2,035
273 2,035
8 Taxation
2025 2024
£ £
Jersey corporation tax
Corporation tax on loss for the year - -
Total taxation on loss on ordinary activities - -
2025 2024
£ £
Loss before tax (224,271) (233,650)
Tax for financial service companies at 10% (2024: 10%) (22,427) (23,365)
Effect of:
Tax losses on which a deferred tax asset has not been recognised 22,427 23,365
Total taxation on loss on ordinary activities - -
Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which the deductible temporary
differences and carry forward tax losses/credits can be utilised. Accordingly,
the Group has not recognised deferred tax assets in respect of deductible
temporary differences and carry forward tax losses as at 31 December 2025 and
31 December 2024 respectively, as it is not probable at year end that relevant
taxable profits will be available in future based on the current activities of
the Group as a holding group. There are no expiry dates on these tax losses as
at the year end. The unrecognised deferred tax asset is summarised below:
Tax losses and unrecognised deferred tax asset carried forward
2025 2024
£ £
Cumulative temporary differences and carry forward tax losses 1,101,455 877,184
Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate
at the date of signing the financial statements)
110,146 87,718
9 Earnings per share
Earnings per share ("EPS") is calculated by dividing the loss after tax
for the year by the weighted average number of shares in issue for the year,
these figures being as follows:
2025 2024
£ £
Loss used in basic and diluted EPS, being loss after tax (224,271) (233,650)
Adjustments:
Share-based payment charge 1,567 1,569
Adjusted earnings used in adjusted EPS (222,704) (232,081)
The Subco Incentive Scheme share options (note 18) have not been included in
the diluted EPS on the basis that they are anti-dilutive, however they may
become dilutive in future periods.
2025 2024
Number Number
Weighted average number of ordinary shares of 1p each used as the denominator
in calculating basic and diluted EPS
10,000,000 10,000,000
Earnings/(loss) per share
Basic and diluted (2.24p) (2.34p)
Adjusted - basic and diluted (2.26p) (2.32p)
10 Subsidiaries
The Company directly owns the ordinary share capital of its subsidiary
undertakings as set out below:
Subsidiary Nature of business Country of incorporation Proportion of A ordinary shares held by Company Proportion of B ordinary shares held by Company
Red Capital Subco Limited Intermediate holding company Jersey, Channel Islands 100 percent 0 percent
The address of the registered office of Red Capital Subco Limited (the
"Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The
Subco was incorporated on 31 March 2021.
The A ordinary shares have full voting rights, full rights to participate in a
dividend and full rights to participate in a distribution of capital. The B
ordinary shares have been issued pursuant to the Company's Subco Incentive
Scheme.
11 Cash and cash equivalents
2025 2024
£ £
Cash and cash equivalents 6,436 160,427
6,436 160,427
12 Trade and other receivables
2025 2024
£ £
Other receivables 4 287
Prepayments 6,372 6,815
6,376 7,102
13 Trade and other payables
2025 2024
Current trade and other payables £ £
Accruals 77,204 44,800
Wages payable 20,833 -
Other payables 14,750 -
112,787 44,800
14 Financial instruments
The Group's financial assets and liabilities comprise cash and cash
equivalent, other receivables and accruals. The carrying value of all
financial assets and liabilities equals fair value given their short-term
nature.
Financial assets
measured at amortised cost
2025 2024
£ £
Current financial assets
Cash and cash equivalents 6,436 160,427
Other receivables 4 287
6,440 160,714
Financial liabilities
measured at amortised cost
2025 2024
£ £
Current financial liabilities
Accruals 77,204 44,800
Wages payable 20,833 -
Other payables 14,750 -
112,787 44,800
Credit risk
The Group's credit risk is wholly attributable to its cash balance. All cash
balances are held at a reputable bank in Jersey. The credit risk from its cash
and cash equivalents is deemed to be low due to the nature and size of the
balances held.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due.
The Group's approach to liquidity risk is to ensure that sufficient liquidity
is available to meet foreseeable requirements and to invest funds securely and
profitably, where those funds are available to do so. As noted in the Report
of the Directors, the Directors continue to explore funding opportunities for
the Company and remain positive about the successful conclusion of these,
which would lead to the recapitalisation of the business.
The following table details the contractual maturity of financial liabilities
based on the dates the liabilities are due to be settled:
Financial liabilities:
Less than 1 year 2 to 5 Years More than 5 years Total
£ £ £ £
Accruals 77,204 - - 77,204
Wages payable 20,833 20,833
Other payables 14,750 14,750
At 31 December 2025 112,787 - - 112,787
Less than 1 year 2 to 5 Years More than 5 years Total
£ £ £ £
Accruals 44,800 - - 44,800
At 31 December 2024 44,800 - - 44,800
15 Share capital
Allotted, called up and fully paid
2025 2024 2025 2024
Number Number £ £
Ordinary shares of 1p each: 10,000,000 10,000,000 100,000 100,000
At 31 December 2025 10,000,000 10,000,000 100,000 100,000
All shares are equally eligible to receive dividends and the repayment of
capital and represent one vote at the shareholders' meeting of the Company.
Pursuant to the IPO Placing in November 2021, 4,000,000 ordinary shares were
issued and allotted at a price of £0.10 per ordinary shares to certain new
investors, for aggregate consideration of £400,000 in cash. Warrants with the
right to subscribe for further ordinary shares in the Company were issued for
every ordinary share subscribed for. No warrants have been exercised in the
year or recognised to date in these consolidated financial statements (2024:
£Nil).
16 Reserves
Share premium account and retained earnings represent balances conventionally
attributed to those descriptions. The transaction costs relating to the issue
of shares was deducted from share premium.
Capital redemption reserve includes amounts in relation to deferred shared
capital.
Share-based payment reserve includes the cumulative share-based payment
charged to equity (refer note 18).
The Group having no regulatory capital or similar requirements, its primary
capital management focus is on maximising earnings per share and therefore
shareholder return.
The Directors have proposed that there will be no final dividend in respect of
2025 (2024: £Nil).
17 Share Incentive Plan
On 12 November 2021, the Group created a Subco Incentive Scheme within its
wholly owned subsidiary Red Capital Subco Limited ("Subco"). Under the terms
of the Subco Incentive Scheme, scheme participants are only rewarded if a
predetermined level of shareholder value is created over a three to five year
period or upon a change of control of the Company or Subco (whichever occurs
first), calculated on a formula basis by reference to the growth in market
capitalisation of the Company, following adjustments for the issue of any new
Ordinary shares and taking into account dividends and capital returns
("Shareholder Value"), realised by the exercise by the beneficiaries of a put
option in respect of their shares in Subco and satisfied either in cash or by
the issue of new ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled to up to 15
percent of the Shareholder Value created, subject to such Shareholder Value
having increased by at least 12.5 percent per annum compounded over a period
of between three and five years from admission or following a change of
control of the Company or Subco.
18 Share-based payments
The Subco Incentive Scheme detailed in note 17 is an equity-settled share
option plan which allows employees and advisors of the Group to sell their B
shares to the Company in exchange for a cash payment or for shares in the
Company (at the Company's election) if certain conditions are met.
These conditions include good and bad leaver provisions and that growth in
Shareholder Value of 12.5 percent compound per annum is delivered over a
three-to-five-year period for the scheme to vest. This second condition is
therefore a market condition which has been taken into account in the
measurement at grant date of the fair value of the options.
The weighted average exercise price of the outstanding B share options is
£0.10 which have a weighted average contractual life of 1 years 10 months.
110,000 B share options were issued in the nine-month period to 31 December
2021, all of which were outstanding at the current year end. No B share
options were exercised in the current or prior period. No B share options have
expired during the current or prior period.
The Group recognised £1,567 (2024: £1,569) of expenditure in the statement
of total comprehensive income relating to equity-settled share-based payments
in the year.
The fair value of options granted during the year is determined by applying a
binomial model. The expense is apportioned over the vesting period of the
option and is based on the number which are expected to vest and the fair
value of these options at the date of grant.
The inputs into the binomial model in respect of options granted in 2021 are
as follows:
Opening share price 10.0p
Expected volatility of share price 16.67%
Expected life of options 5 years
Risk-free rate 0.92%
Target increase in share price per annum 12.5%
Fair value of options 7.152p
Expected volatility was estimated by reference to the average 5-year
volatility of the FTSE SmallCap Index.
The target increase in Shareholder Value is laid out in the Articles of
Association of the Subco and represents the compounded target annual increase
in market capitalisation (adjusted for capital raises and dividends) that
needs to be met between the third and the fifth anniversary of the Group's
admission onto Main Market of the London Stock Exchange in order for the
scheme to vest.
The Group did not enter into any share-based payment transactions with parties
other than employees and advisors during the current or prior period.
19 Related party transactions
Transactions with key management personnel
Key management personnel comprise the Directors and executive officers. The
remuneration of the individual Directors is disclosed in the Report of
Directors. As at 31 December 2025, £20,833 of Directors remuneration had
been accrued (2024: nil).
During the year, the Directors each loaned the Company £5,000 for working
capital purposes. The loans are interest free and repayable on the earlier
of 30 July 2027 or a qualifying recapitalisation of the Company.
Other transactions
On 1 November 2021, the Group entered into an arm's length strategic advisory
agreement with Tessera (a shareholder of the Company) pursuant to which
Tessera has agreed to provide strategic and general corporate advice, and
acquisition and capital raising transaction support services to the Group.
Tessera is entitled to be paid a fixed monthly retainer fee of £5,000 (plus
VAT) per month payable in arrears. A discretionary transaction success fee
payable to Tessera may be agreed between the Group and Tessera with such
payment payable on successful completion of an acquisition by the Group. As at
31 December 2025, Tessera was owed £25,000 (2024: £Nil) by the Group for
accrued monthly retainer fees.
In addition, Tessera loaned the Company £4,750 during the year for working
capital purposes (2024: nil). This loan is interest free and repayable on
the earlier of 30 July 2027 or a qualifying recapitalisation of the Company.
The ultimate parent company and the smallest and largest group to consolidate
these financial statements is Red Capital Plc. Balances and transactions
between Red Capital Plc and its subsidiary (listed in note 10), which are
related parties, are eliminated on consolidation and are not disclosed in this
note.
20 Post balance sheet events
On 27 April 2026, the Company announced its proposed recapitalisation and
strategic transition towards the Venezuelan energy sector. As part of the
recapitalisation, the Company has raised funding commitments of £1.6 million
gross from certain investors, and will constitute its Board of Directors and
rename the Company
Apertura Energy on the basis of all relevant resolutions being passed at the
general meeting of the Company's shareholders to be scheduled in due course.
21 Contingent liabilities
There are no contingent liabilities at the reporting date which would have a
material impact on the financial statements.
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