Annual Report and Accounts

for the year ended 31 December 2024

for

RED CAPITAL PLC

Incorporated and registered in Jersey under the Companies (Jersey) Law

1991 with registered number 134737

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RED CAPITAL PLC

Contents of the Financial Statements

For the year ended 31 December 2024

Company Information

For the year ended 31 December 2024

DIRECTORS, SECRETARY AND ADVISERS

Directors

David Williams, Chairman

Simon Webster, Non-Executive Director

Company Secretary

JTC (Jersey) PLC

28 Esplanade, St Helier

Jersey JE2 3QA

Registered Office

28 Esplanade, St Helier

Jersey JE2 3QA

Registered Number

134737

Independent Auditor

MHA

Building 4, Foundation Park

Roxborough Way, Maidenhead, SL6 3UD

Solicitors to the Company (UK)

Mayer Brown International LLP

201 Bishopsgate

London EC2M 3AF

Solicitors to the Company (Jersey)

Ogier (Jersey) LLP

44 Esplanade, St Helier

Jersey JE4 9WG

Principal Banker

Butterfield Bank (Jersey) Limited

St Paul's Gate, New St, St Helier

Jersey JE4 5PU

Registrar

Link Market Services (Jersey) Limited

12 Castle Street, St Helier

Jersey JE2 3RT

Strategic Adviser

Tessera Investment Management Limited

12 Hay Hill

London W1J 8NT

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RED CAPITAL PLC

Chairman’s Statement

For the year ended 31 December 2024

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 2024.

Since establishing the Company we have remained focused on executing our strategy and continue to assess

investment and acquisition opportunities where we believe there to be sustainable growth potential both

organically, and through acquisition.

2024 proved to be another challenging year for the UK’s capital markets. IPO and RTO activity was materially

behind longer term historical averages, and although there was a pick up in deal volumes towards the end of the

year, the market for private companies coming to list in London remained subdued.

As we progress through the new financial year, we are starting to see some of the 2024 headwinds linked to the

uncertainty of the UK election and certain government policy decisions dissipate, and we remain encouraged by

listings reform in particular, and in general, the potential for capital inflows into the UK as a result of recent

economic and political instability within the US. This could go some way in improving market liquidity and the

attractiveness of London as an appropriate destination for quality private companies both from within the UK and

internationally.

We look forward to updating further as our investment and acquisition plans develop, and would like to thank our

loyal shareholders for their support and patience while we continue to evaluate a number of opportunities, that if

secured, we believe have the potential to deliver value for the Group.

David Williams

Chairman

29 April 2025

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RED CAPITAL PLC

Report of the Directors

For the year ended 31 December 2024

The Directors of the Company present their report for the year ended 31 December 2024.

PRINCIPAL ACTIVITY AND BUSINESS REVIEW

For the financial year ended 31 December 2024, 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.

The Group and Company have actively pursued their strategy through the sourcing and assessment of acquisition

and investment opportunities in the business services and technology sectors.

RESULTS

During the year, the Group recorded a loss of £233,650 (2023: loss of £215,031) and the loss per share was 2.34p

(2023: loss per share of 2.15p), reflecting moderate monthly operating expenses of the Group. The Group and

Company had cash reserves at the end of the year of £160,427 (2023: £399,766) and net assets of £122,729 (2023:

£354,810).

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 across its stated sectors of focus.

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 Directors, having made due and careful enquiry, are of the opinion that the Group and Company have

adequate working capital to execute their operations over the next 12 months (“the going concern period”). The

Group and Company’s unaudited cash balance as at 10 April 2025 was £107,683. Excluding the consummation

of any investment or acquisition which will likely require specific funding, the Group and Company have adequate

resources available to fund the on-going forecast operating expenses during the going concern period as a result

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

of the Group and the Company’s current unaudited cash balance, as well as the provision of a letter of financial

support provided by the Directors to the Group. Having also performed additional stress testing on the forecasts,

the Directors are comfortable there are also sufficient mitigating actions on the incurring of expenditure within

the business that could be taken, to ensure the business can meet its ongoing liabilities as they fall due. The

Directors, therefore, have made an informed judgement at the time of approving the financial statements, that

there is a reasonable expectation that the Group and Company have adequate resources to continue in operational

existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting

in preparing the annual financial statements (see note 2).

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 2024 did not materially change from those set out

in Red’s Prospectus dated 16 November 2021.

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

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 2024, there were 10,000,000

ordinary shares of 1p par value each in issue.

SIGNIFICANT SHAREHOLDERS

As at 11 April 2025, 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

683,480

6.8%

The Bank of New York (Nominees) Limited

477,500

4.8%

Securities Services Nominees Limited

410,000

4.1%

Platform Securities Nominees Limited

316,200

3.2%

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 11 April 2025, 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 72)

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-

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

Executive Chairman of the AIM-quoted cyber security business, Shearwater Group plc (AIM: SWG) and Main

Market listed Acceler8 Ventures Plc (LSE: AC8) and is a Non-Executive Director of Bay Capital Plc (LSE: BAY).

Simon Webster Non-Executive Director (age 55)

Simon is a highly experienced software and technology entrepreneur, and is currently 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 2024 were as follows:

31 December 2024

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. 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 2024

Total

Director

David Williams

30,000

Simon Webster

20,000

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

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

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 2024.

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

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Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

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

www.redcapitalplc.com.

Principles of the QCA Code

How the Company has complied

Establish a purpose, strategy and

business model which promote long-

term value for shareholders

This is outlined in the Directors Report

on page 4

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

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For the year ended 31 December 2024

monitor corporate culture following the

first acquisition / investment.

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.

Take into account wider stakeholder

interests, including social and

environmental responsibilities and their

implications for long-term success

Given the Company’s size and stage of

development, the Directors have no

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.

Embed effective risk management,

internal controls and assurance

activities, considering both

opportunities and threats, through the

organisation

This is outlined in the Risk Management

section on page 5 and the Internal

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.

Establish and maintain the board as a

well-functioning balanced team led by

the chair

The Directors have the necessary up-to-

date experience, skills and capabilities

required for the Board as outlined on

pages 6 and 7.

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

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For the year ended 31 December 2024

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.

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.

Maintain appropriate governance

structures and ensure that individually

and collectively the directors have the

necessary up-to-date experience, skills

and capabilities

The Chair is responsible for leading the

Board and ensuring that the Group

maintains an appropriate corporate

governance framework. 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, and

compiles 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.

Evaluate board performance based on

clear and relevant objectives, seeking

continuous improvement

In the year, the Board evaluation

process was limited to an ongoing

informal evaluation of the performance

of the Board by each Director. This will

be replaced by a formal, annual

evaluation process once the Group has

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Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

completed its first acquisition covering

the Board and Committees, including

succession planning.

Establish a remuneration policy which is

supportive of long-term value creation

and the company’s purpose, strategy and

culture

With no employees and no operations,

the Group is focused on cost control and

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.

Communicate how the company is

governed and is performing by

maintaining a dialogue with

shareholders and other key stakeholders

The Board will continue to monitor its

application of the 2023 QCA Code and

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.

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

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 Plc – company secretarial, governance and regulatory filings

CONFLICTS OF INTEREST

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

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.

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RED CAPITAL PLC

Report of the Directors

For the year ended 31 December 2024

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 2025

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RED CAPITAL PLC

Statement of Directors’ Responsibilities

For the year ended 31 December 2024

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.

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29 April 2025

RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc

For the year ended 31 December 2024

For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and

regulatory responsibilities and reporting obligations to the members of Red Capital Plc. For the purposes of the

table on page 19 that sets out the key audit matters and how our audit addressed the key audit matters, the terms

“we” and “our” refer to MHA. The Group financial statements, as defined below, consolidate the accounts of Red

Capital Plc and its subsidiary (the “Group”). The “Parent Company” is defined as Red Capital Plc, as an individual

entity. The relevant legislation governing the Parent Company is Companies (Jersey) Law 1991.

Opinion

We have audited the financial statements of Red Capital Plc for the year ended 31 December 2024.

The financial statements that we have audited comprise:

 the Consolidated Statement of Comprehensive Income

 the Consolidated Statement of Financial Position

 the Consolidated Statement of Changes in Equity

 the Consolidated Statement of Cash Flows

 Notes 1 to 21 to the consolidated financial statements, including significant accounting policies

 the Company Profit and Loss

 the Company Balance Sheet

 the Company Statement of Changes in Equity and

 Notes 1 to 12 to the company financial statements, including material accounting policies.

The financial reporting framework that has been applied in the preparation of the Group financial statements is

applicable law and International Financial Reporting Standards as adopted by the United Kingdom (“IFRS”). The

financial reporting framework that has been applied in the preparation of the Parent Company financial statements

is applicable law and United Kingdom Accounting Standards, including FRS 101 Reduced Disclosure Framework

(United Kingdom Generally Accepted Accounting Practice).

In our opinion:

 The financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s

affairs as at 31 December 2024 and of the Group’s loss for the year then ended;

 the Group financial statements have been properly prepared in accordance with IFRS;

 the Parent Company financial statements have been properly prepared in accordance with United

Kingdom Generally Accepted Accounting Practice; and

 the financial statements have been prepared in accordance with the requirements of the Companies

(Jersey) Law 1991.

Our opinion is consistent with our reporting to the Board of Directors.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable

law. Our responsibilities under those standards are further described in the Auditor Responsibilities for the Audit

of the Financial Statements section of our report. We are independent of the Group in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical

Standard as applied to listed public interest entities, and we have fulfilled our ethical responsibilities in accordance

with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of

accounting in the preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt

the going concern basis of accounting included:

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

 The consideration of inherent risks to the Group’s and the Parent Company’s operations and specifically

their business model of searching for suitable acquisition targets.

 The evaluation of how those risks might impact on the available financial resources.

 Liquidity considerations including examination of cash flow projections at Group and Parent Company

level.

 Determining whether additional financial support is necessary from directors or shareholders and

obtaining support to evidence availability, where applicable.

 The evaluation of the base case scenarios and stress scenarios, in respect of the Group and the Parent

Company, and the respective sensitivities and rationale.

 Viability assessments at Group and Parent Company levels, including consideration of reserve levels and

business plans.

Based on the work we have performed, we have not identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast significant doubt on the Group’s and Parent Company’s

ability to continue as a going concern for a period of at least twelve months from when the financial statements

are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.

Overview of our audit approach

Scope

Our audit was scoped by obtaining an understanding of the Group, including the Parent

Company, and its environment, including the Group’s system of internal control, and

assessing the risks of material misstatement in the financial statements. We also

addressed the risk of management override of internal controls, including assessing

whether there was evidence of bias by the directors that may have represented a risk of

material misstatement.

We undertook a full scope audit on the complete financial information of 1 component

and specified audit procedures on particular aspects and balances on 1 component.

Materiality

2024

2023

Group

£6.1k

£17.7k

5% (2023: 5%) of net assets

Parent Company

£6.0k

£17.7k

5% of net assets less £100 (2023: 5% of net

assets)

Key audit matters

Recurring

 Management override of controls (Group and Parent Company)

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of

the financial statements of the current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) that we identified. These matters included those matters which had the

greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of

the engagement team. These matters were addressed in the context of our audit of the financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

Management override of controls

Key audit

matter description

Management is in a unique position to perpetrate fraud because of management's

ability to manipulate accounting records and prepare fraudulent financial

statements by overriding controls that otherwise appear to be operating

effectively. Due to the unpredictable way in which such override could occur,

this is deemed a key audit matter for this engagement.

How the scope of our audit

responded to the key audit

matter

Our audit procedures included:

Obtaining a full list of all cash book and year end journal entries, ensuring

completeness of the population. Performing detailed reviews and testing of these,

particularly those considered to rely on greater levels of judgement, such as year-

end estimations.

We tested the basis of accounting estimates of a subjective nature, such as year-

end accruals, to understand the judgments made and assessed the adequacy of

disclosures for compliance with the accounting standards and regulatory

considerations.

Key observations

communicated to the Board

of Directors

The results of our testing were satisfactory, and we considered that entries made

into the accounting system and subsequent disclosure made into the financial

statements were deemed to have an appropriate supporting basis.

Our application of materiality

Our definition of materiality considers the value of error or omission on the financial statements that, individually

or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those

financial statements. Misstatements below these levels will not necessarily be evaluated as immaterial as we also

take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when

evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of our

work, executing that work and evaluating the results.

Materiality in respect of the Group was set at £6,100 (2023: £17,700) which was determined on the basis of 5%

(2023: 5%) of the Group’s net assets. Materiality in respect of the Parent Company was set at £6,000 (2023:

£17,700) determined on the basis of 5% of the Parent Company’s net assets less £100 in order to reduce component

materiality to a figure lower than group materiality (2023: 5% of the Parent Company’s net assets). Net assets

was deemed to be the appropriate benchmark for the calculation of materiality as this is a key area of the financial

statements because this is the metric by which the performance and risk exposure of the Group and Parent

Company is principally assessed. This is also the metric against which users assess the ability of the Group and

Parent Company to continue in its search for suitable acquisition targets.

Performance materiality is the application of materiality at the individual account or balance level, set at an amount

to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected

misstatements exceeds materiality for the financial statements as a whole.

Performance materiality for the Group was set at £4,270 (2023: £12,390) which represents 70% (2023: 70%) of

the above materiality and at £4,170 (2023: £12,390) for the Parent Company which represents 70% of the above

materiality levels less £100 in order to reduce component performance materiality to a figure lower than group

performance materiality in accordance with ISA 600 (2023: 70% of the above materiality levels).

The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the

nature of the systems and controls and the level of misstatements arising in previous audits.

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

We agreed to report any corrected or uncorrected adjustments exceeding £305 in respect of the Group and Parent

Company to the Board of Directors as well as differences below this threshold that in our view warranted reporting

on qualitative grounds.

Overview of the scope of the Group and Parent Company audits

Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our

audit scope for each company within the Group. Taken together, this enables us to form an opinion on the

consolidated financial statements. This assessment takes into account the size, risk profile, organisation /

distribution and effectiveness of group-wide controls, changes in the business environment and other factors such

as recent internal audit results when assessing the level of work to be performed at each component.

In assessing the risk of material misstatement to the consolidated financial statements, and to ensure we had

adequate quantitative and qualitative coverage of significant accounts in the consolidated financial statements, of

the 2 reporting components of the group, we identified that both represent the principal business units within the

Group of which one was dormant throughout the period.

We undertook a full scope audit on the complete financial information of 1 component, selected based on size and

risk characteristics, and specified audit procedures on particular aspects and balances on the other component.

The control environment

We evaluated the design and implementation of those internal controls of the Group, including the Parent

Company, which are relevant to our audit, such as those relating to the financial reporting cycle.

Climate-related risks

In planning our audit and gaining an understanding of the Parent Company, we considered the potential impact of

climate-related risks on the business and its financial statements. We obtained management’s climate-related risk

assessment, along with relevant documentation relating to management’s assessment and held discussions with

management to understand their process for identifying and assessing those risks.

We have agreed with management’s assessment that climate-related risks are not material to these financial

statements.

Reporting on other information

The other information comprises the information included in the annual report other than the financial

statements and our auditor’s report thereon. The directors are responsible for the other information contained

within the annual report. Our opinion on the financial statements does not cover the other information and,

except to the extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the

other information is materially inconsistent with the financial statements or our knowledge obtained in the

course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies

or apparent material misstatements, we are required to determine whether this gives rise to a material

misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that

there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the

preparation of the financial statements and for being satisfied that they give a true and fair view, and for such

internal control as the directors determine is necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the directors either intend to liquidate the Group or

Parent Company or to cease operations, or have no realistic alternative but to do so.

Matters on which we are required to report by exception

Under the Companies (Jersey) Law, 1991 we are required to report to you if, in our opinion:

 we have not received all the information and explanations we require for our audit; or

 proper accounting records have not been kept by the Parent Company, or proper returns adequate for our

audit have not been received from branches not visited by us; or

 the Parent Company’s financial statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

Auditor responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these financial

statements.

A further description of our responsibilities for the financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures

in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,

including fraud.

These audit procedures were designed to provide reasonable assurance that the financial statements were free

from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not

detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult

than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or

intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from

events and transactions reflected in the financial statements, the less likely we would become aware of it.

Identifying and assessing potential risks arising from irregularities, including fraud

The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of

irregularities, including fraud, included the following:

 We considered the nature of the industry and sector, the control environment, business performance

including remuneration policies and the Group’s, including the Parent Company’s, own risk assessment

that irregularities might occur as a result of fraud or error. From our sector experience and through

discussion with the directors, we obtained an understanding of the legal and regulatory frameworks

applicable to the Group focusing on laws and regulations that could reasonably be expected to have a

direct material effect on the financial statements.

 We enquired of the directors and management concerning the Group’s and the Parent Company’s

policies and procedures relating to:

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

- identifying, evaluating and complying with the laws and regulations and whether they were

aware of any instances of non-compliance;

- detecting and responding to the risks of fraud and whether they had any knowledge of actual

or suspected fraud; and

- the internal controls established to mitigate risks related to fraud or non-compliance with laws

and regulations.

 We assessed the susceptibility of the financial statements to material misstatement, including how

fraud might occur by evaluating management’s incentives and opportunities for manipulation of the

financial statements. This included utilising the spectrum of inherent risk and an evaluation of the risk

of management override of controls.

Audit response to risks identified

In respect of the above procedures:

 we corroborated the results of our enquiries through our review of the minutes of the Group’s and the

Parent Company’s board meetings;

 audit procedures performed by the engagement team in connection with the risks identified included:

- reviewing financial statement disclosures and testing to supporting documentation to assess

compliance with applicable laws and regulations expected to have a direct impact on the

financial statements;

- testing journal entries, including those posted to unusual account combinations;

- evaluating the business rationale of significant transactions, and reviewing accounting

estimates for bias;

- enquiry of management around actual and potential litigation and claims; and

 we communicated relevant laws and regulations and potential fraud risks to all engagement team

members, and remained alert to any indications of fraud or non-compliance with laws and regulations

throughout the audit.

Other requirements

We were reappointed by the members on 18 June 2024. The period of total uninterrupted engagement including

previous renewals and reappointments of the firm is 4 years.

We did not provide any non-audit services which are prohibited by the FRC’s Ethical Standard to the Group or

the Parent Company, and we remain independent of the Group and the Parent Company in conducting our

audit.

Use of our report

This report is made solely to the Company's members in accordance with Article 113A of the Companies (Jersey)

Law 1991. Our audit work has been undertaken so that we might state to the Company's members those matters

we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted

by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members

for our audit work, for this report, or for the opinions we have formed.

The Company is required to include these financial statements in an annual financial report prepared under

Disclosure Guidance and Transparency Rules 4.1.15R to 4.1.18R. This auditor’s report provides no assurance

over whether the annual financial report has been prepared in accordance with those requirements.

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RED CAPITAL PLC

Independent auditor’s report to the members of Red Capital Plc (continued)

For the year ended 31 December 2024

Jason Mitchell MBA BSc FCA

(Senior Statutory Auditor)

for and on behalf of MHA, Statutory Auditor

Maidenhead, United Kingdom

29 April 2025

MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales

(registered number OC455542)

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RED CAPITAL PLC

Consolidated statement of comprehensive income

For the year ended 31 December 2024

		2024	2023
	Note	£	£
Administrative expenses		(235,685)	(219,092)
Operating loss	6	(235,685)	(219,092)
Interest receivable	7	2,035	4,061
Loss on ordinary activities before taxation		(233,650)	(215,031)
Taxation charge	8	-	-
Loss and total comprehensive loss for the year		(233,650)	(215,031)
Loss per share (pence)
Basic and diluted	9	(2.34p)	(2.15p)
Loss attributable to:
Owners of the parent company		(233,650)	(215,031)

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 on pages 28 to 40 form part of these consolidated financial statements.

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RED CAPITAL PLC

Consolidated statement of financial position

As at 31 December 2024

		31 December	31 December	31 December	31 December
		2024	2024	2023	2023
Current assets	Note	£	£	£	£
Cash and cash equivalents	11	160,427		399,766
Trade and other receivables	12	7,102		9,286
Total current assets			167,529		409,052
Total assets			167,529		409,052
Current liabilities
Trade and other payables	13	44,800		54,242
Total current liabilities			44,800		54,242
Total liabilities			44,800		54,242
Total net assets			122,729		354,810
Equity
Issued share capital	15		100,000		100,000
Share premium	16		894,998		894,998
Capital redemption reserve	16		2		2
Share-based payment reserve	18		4,913		3,344
Retained deficit	16		(877,184)		(643,534)
Total equity			122,729		354,810

The consolidated financial statements were approved and authorised for issue by the Board on 29 April 2025 and

were signed on its behalf by:

David Williams

Chairman

The notes on pages 28 to 40 form part of these consolidated financial statements.

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29 April 2025

RED CAPITAL PLC

Consolidated statement of changes in equity

For the year ended 31 December 2024

		Share	Share	Capital	Share-	Retained
		capital	premium	redemption	based	deficit	Total
				reserve	payment
					reserve
	Note	£	£	£	£	£	£
At 31 December 2022		100,000	894,998	2	1,777	(428,503)	568,274
Loss for the year		-	-	-	-	(215,031)	(215,031)
Transactions with owners
in their capacity as owners:
Share-based payment
charge	18	-	-	-	1,567	-	1,567
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

The notes on pages 28 to 40 form part of these consolidated financial statements.

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RED CAPITAL PLC

Consolidated statement of cash flows

For the year ended 31 December 2024

	2024	2023 (as
		restated)
	£	£
Operating activities
Loss before taxation	(233,650)	(215,031)
Adjustments for:
Interest receivable	(2,035)	(4,061)
Share-based payment charge	1,569	1,567
Operating cash flows before changes in working capital	(234,116)	(217,525)
Decrease in trade and other receivables	1,675	1,457
(Decrease)/Increase in trade and other payables	(9,442)	681
Net cash outflows from operating activities	(241,883)	(215,387)
Investing activities
Interest received	2,544	3,265
Net cash inflow from investing activities	2,544	3,265
Net decrease in cash and cash equivalents	(239,339)	(212,122)
Cash and cash equivalents at beginning of the year	399,766	611,888
Cash and cash equivalents at end of the year	160,427	399,766

The consolidated cash flows for the year ended 31 December 2023 have been restated to separately disclose

cash flows relating to interest received on cash balances. Previously this was included within the increase in

trade and other receivables.

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 on pages 28 to 40 form part of these consolidated financial statements.

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RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024

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.

Material accounting policies

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods

presented in theses 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 2023.

(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.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024 (continued)

Material accounting policies (continued)

The Group’s functional and presentational currency for these financial statements is the pound sterling.

(d) Going concern

The Directors, having made due and careful enquiry, are of the opinion that the Group and Company have

adequate working capital to execute their operations over the next 12 months (“the going concern period”).

The Group and Company’s unaudited cash balance as at 10 April 2025 was £107,683. Excluding the

consummation of any investment or acquisition which will likely require specific funding, the Group and

Company have adequate resources available to fund the on-going forecast operating expenses during the

going concern period as a result of the Group and the Company’s current unaudited cash balance, as well as

the provision of a letter of financial support provided by the Directors to the Group. Having also performed

additional stress testing on the forecasts, the Directors are comfortable there are also sufficient mitigating

actions on the incurring of expenditure within the business that could be taken, to ensure the business can

meet its ongoing liabilities as they fall due. The Directors, therefore, have made an informed judgement at

the time of approving the financial statements, that there is a reasonable expectation that the Group and

Company have adequate resources to continue in operational existence for the foreseeable future. As a result,

the Directors have adopted the going concern basis of accounting in preparing the annual financial statements

(see note 2).

(e) Interest receivable

Interest receivable is recognised on a time-proportion basis using the effective interest rate method.

(f) Employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the

related service is provided. A liability is recognised for the amount expected to be paid under short-term

cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this

amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(g) 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.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024 (continued)

Material accounting policies (continued)

(h) 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.

(i) Financial assets and liabilities

The Group’s financial assets and liabilities comprise cash and cash equivalents and accruals. Financial assets

are stated at amortised cost less provision for expected credit losses. Financial liabilities are stated at

amortised cost.

(j) 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.

Share premium and retained deficit represent balances conventionally attributed to those descriptions. The

transaction costs relating to the issue of shares was deducted from share premium.

The Capital redemption reserve is made up on amounts arising from the cancellation of the deferred shares.

Share-based payment reserve includes the cumulative share-based payment charged to equity.

(k) 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.

(l) 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.

(m) 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.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024 (continued)

Material accounting policies (continued)

(n) 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 2024):

 Amendment to IFRS 16 Leases – Leases on sale and leaseback

 Amendment to IAS 1 Presentation of Financial Statements – Non-current liabilities with covenants

 Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures –

Supplier finance

There were no other new accounting standards issued that have been adopted in the year.

(o) 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.

Effective for periods beginning on or after 1 January 2025:

 Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates – Lack of

exchangeability

 Introduction of IFRS 18 to replace IAS 1 – Presentation and Disclosure in Financial Statements

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.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024 (continued)

Employees

Staff costs, including Directors, consist of:	2024	2023
	£	£
Wages and salaries	50,000	50,000
	_______	_______
	50,000	50,000
	_______	_______

	2024	2023
The average number of employees, including Directors, during	Number	Number
the year was:	2	2
	_______	_______

Directors’ remuneration

The Company Directors are considered the only key management personnel and their remuneration was as

follows:

	2024	2023
	£	£
Directors’ emoluments	50,000	50,000
	________	________
	50,000	50,000
	________	________

Operating loss

	2024	2023
This has been arrived at after charging:	£	£
Professional services	127,329	131,896
Fees payable to the Company’s independent auditor for the audit
of the parent and consolidated accounts	25,000	20,000
	________	________

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024 (continued)

Interest receivable

	2024	2023
	£	£
Bank interest receivable	2,035	4,061
	2,035	4,061
	________	________

Taxation

	2024	2023
Jersey corporation tax	£	£
Corporation tax on loss for the year	-	-
	________	________
Total taxation on loss on ordinary activities	-	-

________

	2024	2023
	£	£
Loss before tax	(233,650)	(215,031)
	________	________
Tax for financial service companies at 10% (2023: 10%)	(23,365)	(21,503)
Effect of:
Tax losses on which a deferred tax asset has not been recognised	23,365	21,503
	________	________
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 2024 and 31 December 2023 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:

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024

Tax losses and unrecognised deferred tax asset carried

forward

	2024	2023
	£	£
Cumulative temporary differences and carry forward tax losses	877,184	643,534
Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate at the date of signing the financial statements)	87,718	64,353

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:

	2024	2023
	£	£
Loss used in basic and diluted EPS, being loss after tax	(233,650)	(215,031)
Adjustments:
Share-based payment charge	1,569	1,567
Adjusted earnings used in adjusted EPS	(232,081)	(213,464)

________

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.

	2024	2023
	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	(2.34p)	(2.15p)
Adjusted – basic and diluted	(2.32p)	(2.13p)

Taxation (continued)

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024

Subsidiaries

The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:

Subsidiary	Nature of	Country of	Proportion of A	Proportion of B
	business	incorporation	ordinary shares	ordinary shares
			held by Company	held by Company
Red Capital Subco	Intermediate	Jersey, Channel	100 percent	0 percent
Limited	holding company	Islands

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.

Cash and cash equivalents

	2024	2023
	£	£
Cash and cash equivalents	160,427	399,766
	________	________
	160,427	399,766

________

Trade and other receivables

	2024	2023
	£	£
Other receivables	287	796
Prepayments	6,815	8,490
	________	________
	7,102	9,286

Trade and other payables

	2024	2023
Current trade and other payables	£	£
Accruals	44,800	54,242
	________	________
	44,800	54,242

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024

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
	2024	2023
Current financial assets	£	£
Cash and cash equivalents	160,427	399,766
Other receivables	287	796
	________	________
	160,714	400,562

________

	Financial liabilities
	measured at amortised cost
	2024	2023
Current financial liabilities	£	£
Accruals	44,800	54,242
	________	________
	44,800	54,242

________

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.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024 (continued)

Financial instruments (continued)

The following table details the contractual maturity of financial liabilities based on the dates the liabilities

are due to be settled:

Financial liabilities:

			More than 5
	Less than 1 year	2 to 5 Years	years	Total
	£	£	£	£
Accruals	44,800	-	-	44,800
	_________	_________	_________	_________
At 31 December 2024	44,800	-	-	44,800
	_________	_________	_________	_________

			More than 5
	Less than 1 year	2 to 5 Years	years	Total
	£	£	£	£
Accruals	54,242	-	-	54,242
	_________	_________	_________	_________
At 31 December 2023	54,242	-	-	54,242
	_________	_________	_________	_________

Share capital

		Allotted, called up and fully paid
	2024	2023	2024	2023
	Number	Number	£	£
Ordinary shares of 1p each:	10,000,000	10,000,000	100,000	100,000
	_________	_________	_________	_________
At 31 December 2024	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.

Following a sub-division and re-designation of share capital in 2021, the issued share capital of the Company

included 180 deferred shares of a par value of £0.01 each. On 28 October 2021, in accordance with article

5B of the Articles, the Company redeemed for nil consideration the deferred shares. Any amounts standing

to the credit of any nominal or share premium account relating to deferred shares that were redeemed were

credited to a capital reserve of the Company (see note 16) and are available for use in accordance with the

Companies Law.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024 (continued)

Share capital (continued)

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 (2023: £Nil).

Reserves

Share premium 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.

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 2024 (2023: £Nil).

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.

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.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024 (continued)

Share-based payments (continued)

The Group recognised £1,569 (2023: £1,567) 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.

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.

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 2024,

Tessera was owed £Nil (2023: £Nil) by the Group for accrued monthly retainer fees.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024 (continued)

Post balance sheet events

There are no events subsequent to the reporting date which would have a material impact on the financial

statements.

Contingent liabilities

There are no contingent liabilities at the reporting date which would have a material impact on the financial

statements.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Company profit and loss

For the year ended 31 December 2024

Note

2024

2023

Administrative expenses

(235,685)

(219,092)

Operating loss

(235,685)

(219,092)

Interest receivable

2,035

4,061

Loss on ordinary activities before taxation

(233,650)

(215,031)

Taxation charge

Loss for the year

(233,650)

(215,031)

All activities in both the current and the prior period relate to continuing operations.

The notes on pages 44 to 48 form part of these financial statements.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Company balance sheet

As at 31 December 2024

Note

31 December

2024

2023

Non-current assets

Investment in subsidiaries

Current assets

Cash and cash equivalents

160,427

399,766

Trade and other receivables

7,102

9,286

Total current assets

167,529

409,052

Total assets

167,539

409,062

Current liabilities

Trade and other payables

44,810

54,252

Total current liabilities

44,810

54,252

Total liabilities

44,810

54,252

Total net assets

122,729

354,810

Equity

Issued share capital

100,000

Share premium

894,998

Capital redemption reserve

Share-based payment reserve

4,913

3,344

Retained deficit

(877,184)

(643,534)

Shareholders’ funds

122,729

354,810

The Company financial statements were approved and authorised for issue by the Board on 29 April 2025 and

were signed on its behalf by:

David Williams

Chairman

The notes on pages 44 to 48 form part of these financial statements.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

29 April 2025

RED CAPITAL PLC

Company statement of changes in equity

For the year ended 31 December 2024

capital

premium

Capital

redemption

reserve

Share-

based

payment

reserve

Retained

deficit

Total

At 31 December 2022

100,000

894,998

1,777

(428,503)

568,274

Loss for the year

(215,031)

Transactions with owners in

their capacity as owners:

Share-based payment charge

1,567

At 31 December 2023

100,000

894,998

3,344

(643,534)

354,810

Loss for the year

(233,650)

Transactions with owners in

their capacity as owners:

Share-based payment charge

1,569

At 31 December 2024

100,000

894,998

4,913

(877,184)

122,729

The notes on pages 44 to 48 form part of these financial statements.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the Company financial statements

For the year ended 31 December 2024

Material accounting policies

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods

presented in theses consolidated financial statements.

The principal policies adopted in the preparation of the Company financial statements are as follows:

(a) Basis of preparation

These financial statements have been prepared in accordance with the requirements of FRS 101 “Reduced

disclosure Framework”, the Financial Reporting Standard applicable in the UK and the requirements of the

Companies (Jersey) Law 1991.

The financial statements are prepared on the historical cost basis.

The comparative figures presented cover the year ended to 31 December 2023.

(b) Investments

Investments in subsidiary undertakings are stated at cost unless, in the opinion of the Directors, there has

been impairment to their value, in which case they are written down to their recoverable amount.

The Company’s functional and presentational currency for these financial statements is the pound sterling.

(d) Going concern

See note 2(d) of the consolidated financial statements

(e) Interest receivable

Interest receivable is recognised on a time-proportion basis using the effective interest rate method.

(f) Financial assets and liabilities

The Company’s financial assets and liabilities comprise of cash and trade and other payables. Trade and

other payables are not interest bearing and are stated at their amortised cost.

(g) Taxation

Current tax is the expected tax payable on the taxable income for the year.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the Company financial statements

For the year ended 31 December 2024 (continued)

Material accounting policies (continued)

(h) 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.

(i) Disclosure exemptions adopted

The Company is exempt from the requirement to present its own profit and loss account under Companies

(Jersey) Law 1991 Part 16, Section 105, Paragraph 11.

In preparing these financial statements the Company has taken advantage of disclosure exemptions

conferred by FRS101. Therefore, these financial statements do not include:

 Certain disclosures regarding the Company's capital

 A statement of cash flows

 The effect of future accounting standards not yet adopted

 The disclosure of the remuneration of key management personnel; and

 Disclosure of related party transactions with other wholly owned members of the Group headed by Red

Capital Plc.

In addition, and in accordance with FRS101 further disclosure exemptions have been adopted because

equivalent disclosures are included in the consolidated financial statements of Red Capital Plc. These

financial statements do not include certain disclosures in respect of:

 Share-based payments

 Impairment of assets

 Disclosures required in relation to financial instruments and capital management

(j) Judgements and key areas of estimation uncertainty

In preparing the Company financial statements, the Directors have to make judgments on how to apply the

Company's accounting policies and make estimates about the future. The Directors do not consider there to

be any critical estimates or judgments that have been made in arriving at the amounts recognised in the

Company financial statements.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the Company financial statements

For the year ended 31 December 2024 (continued)

Employees

Staff costs, including Directors, consist of:

2024

2023

Wages and salaries

50,000

_______

50,000

_______

2024

2023

Number

The average number of employees, including Directors, during

the year was:

_______

Interest receivable

2024

2023

Bank interest receivable

2,035

4,061

_______

2,035

4,061

_______

Investment in subsidiaries

Shares in

subsidiary

undertakings

Cost and net book value

At 31 December 2024 and 31 December 2023

________

Details of the Company’s subsidiaries are shown in note 10 of the consolidated financial statements.

Cash and cash equivalents

2024

2023

Cash and cash equivalents

160,427

399,766

________

160,427

399,766

________

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the consolidated financial statements

For the year ended 31 December 2024

Trade and other receivables

2024

2023

Other receivables

287

796

Prepayments

6,815

8,490

________

7,102

9,286

________

All amounts shown under receivables fall due for payment within one year.

Trade and other payables

2024

2023

Amounts due to subsidiary undertakings

Accruals

44,800

54,242

________

44,810

54,252

________

Amounts due to subsidiary undertakings are interest-free and repayable on demand.

Share capital

Allotted, called up and fully paid

2024

2023

2024

2023

Number

Ordinary shares of 1p each

10,000,000

100,000

_________

At 31 December 2024

10,000,000

100,000

_________

For the full details of the share capital movements in the year, please see note 15 of the consolidated financial

statements.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8

RED CAPITAL PLC

Notes forming part of the Company financial statements

For the year ended 31 December 2024 (continued)

Related party transactions

Transactions with other Group companies have not been disclosed as permitted by FRS101, as the Group

companies are wholly owned. See note 19 of the consolidated financial statements for further details.

Contingent liabilities

There are no contingent liabilities at the reporting date which would have a material impact on the financial

statements.

Post balance sheet events

See note 20 to the consolidated financial statements.

Ultimate controlling party

In the opinion of the Directors, there is no single ultimate controlling party.

Docusign Envelope ID: 96C3B881-DE3D-4A72-B37B-5104A292DAC8