Annual Report and Accounts
for the year ended 31 December 2025
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 2025
1
Company Information 2
Chairman’s Statement 3
Report of the Directors 4-13
Statement of Directors’ Responsibilities 14
Report of the Independent Auditor 15-21
Consolidated Statement of Comprehensive Income 22
Consolidated Statement of Financial Position 23
Consolidated Statement of Changes in Equity 24
Consolidated Statement of Cash Flows 25
Notes forming part of the consolidated Financial Statements 26-38
Red Capital Plc – Company profit and loss 39
Red Capital Plc – Company balance sheet 40
Red Capital Plc – Company statement of changes in equity 41
Notes forming part of the company Financial Statements 42-46
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RED CAPITAL PLC
Company Information
For the year ended 31 December 2025
2
DIRECTORS, SECRETARY AND ADVISERS
Directors
David Williams, Chairman
Simon Webster, Non
-
Executive Director
Company Secretary
JTC (Jersey)
Limited
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 2025
3
I am pleased to present the financial results for Red Capital Plc ("Red" or the "Company") and its subsidiary
(together the "Group") for the year ended 31 December 2025.
Since establishing the Company, we have remained focused on executing our strategy and have continued to
assess investment and acquisition opportunities, as well as partnering with management teams where we believe
there to be sustainable growth potential both organically, and through acquisition.
On 27 April 2026, we were delighted to announce the proposed partnership with Scott and Greig Gilbert, and the
Company’s proposed strategic transition towards the Venezuelan energy sector. In Scott, Greig and the wider
Apertura Energy team, we have the opportunity to work with a highly experienced leadership team and strategic
investors with deep domain expertise, who are primed to take advantage of the opening up of the energy sector in
Venezuela.
Under the proposed transaction and subject to a general meeting of the Company, the Company will be
recapitalised through the raising of £1.6 million of proceeds, alongside the Board being augmented through Scott
joining as Chairman and Greig as Chief Executive Officer. I will remain as a non-executive director, and we
anticipate renaming the Company Apertura Energy following the general meeting which we expect to schedule
in due course.
I would like to take this opportunity to thank our loyal shareholders for their support and patience since our
original listing in 2021. Through the proposed transaction, we are able to place the business on a sustainable
footing, and firmly believe we now have a team with the experience and capability to gain the Company exposure
to a sector with tremendous growth potential fuelled by market and geo-political tailwinds.
David Williams
Chairman
29 April 2026
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RED CAPITAL PLC
Report of the Directors
For the year ended 31 December 2025
4
The Directors of the Company present their report for the year ended 31 December 2025.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
For the financial year ended 31 December 2025, the Group and Company’s principal activities were that of a
holding group and company, respectively.
The Company was incorporated for the purpose of identifying suitable acquisition opportunities in accordance
with the Company’s investment and acquisition strategy. The Company will retain a flexible investment and
acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target
companies by way of minority or majority investments, or full acquisitions where it is in the interests of
shareholders to do so (including transactions with target companies located in the UK and internationally). It is
anticipated by the Directors that acquisition opportunities could be with private companies, other listed business,
or via the acquisition of divisional or non-core carve outs. The Company’s strategic aim is to drive shareholder
value through the acquisition of target companies in certain sectors where the Directors believe there to be
sustainable growth opportunities both organically, and through acquisition. In particular, sectors of focus include
business services and technology companies. Where target companies are acquired, the Directors and incoming
management teams will seek to drive operational improvements and best practice to unlock revenue and cost
synergies.
It is possible the Board may consider acquisitions that do not conform to all of the above framework. However,
in all cases, the Company’s strategic aim is to drive Shareholder value through the acquisition of target companies
in certain sectors where the Directors believe there to be sustainable growth opportunities both organically, and
through acquisition.
On 27 April 2026, the Company announced its proposed recapitalisation, with binding commitments received for
£1.6 million of funding through a proposed placing and the issuance of convertible loan notes. As part of this
recapitalisation, the Company is also proposing to strategically transition towards the Venezuelan energy sector,
and is expected to reconstitute the Board of Directors with personnel experienced in executing this revised growth
strategy. The proposed recapitalisation will remain subject to a general meeting of the Company to be scheduled
in due course.
RESULTS
During the year, the Group recorded a loss of £224,271 (2024: loss of £233,650) and the loss per share was 2.24p
(2024: loss per share of 2.34p). The Group and Company had cash reserves at the end of the year of £6,436 (2024:
£160,427) and net liabilities of £99,975 (2024: net assets of £122,729).
DIVIDENDS
At this point in the Company’s development, it does not anticipate declaring any dividends in the foreseeable
future. As such, the Directors do not recommend the payment of a dividend for the year.
FUTURE DEVELOPMENTS
The Directors expect to continue to execute the Group’s strategy in sourcing and assessing acquisition and
investment opportunities as well as accessing further capital to fund the Group’s working capital requirements as
it continues its activities as a cash shell entity. This includes a strategic repositioning of the Company to explore
growth opportunities in the Venezuelan energy sector.
KEY PERFORMANCE INDICATORS
The Board continues to focus on maximising shareholder value by sourcing, assessing and where in the interest
of shareholders to do so, investing in and acquiring businesses within the business services and technology sectors.
Follow completion of the Company’s inaugural transaction, the Board will be in a position to identify and develop
its key performance indicators for on-going monitoring and management.
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GOING CONCERN
The Group and Company’s unaudited cash balance as at 29 April 2026 was £479,039. This included certain
advanced receipts of fundraise proceeds received as part of the Company’s proposed recapitalisation.
The Directors’ forecasts indicate that, subject to the successful passing of all resolutions at the Company’s general
meeting to be convened shortly, and receipt of FCA approval of the prospectus, the Company’s cash resources
are expected to increase by £1.5 million and will be sufficient to meet its liabilities as they fall due for a period of
at least 12 months from the date of approval of these financial statements.
As a result, the Directors believe that following successful conclusion of the general meeting and FCA approval
of a prospectus, the Company will have adequate working capital to fund all reasonably incurred liabilities as they
fall due in the execution of its revised strategy.
However, the completion of the proposed recapitalisation is dependent on shareholder approval and regulatory
consent, which are not wholly within the control of the Company. In the event that these approvals are not
obtained, the Company may be unable to complete the recapitalisation and may not have sufficient resources to
meet its liabilities as they fall due. These conditions indicate the existence of a material uncertainty that may cast
significant doubt on the Group and Company’s ability to continue as a going concern.
Nevertheless, the Directors have a reasonable expectation that the required approvals will be obtained and that the
recapitalisation will be successfully completed. Accordingly, they have adopted the going concern basis of
accounting in preparing these financial statements. The financial statements do not include any adjustments that
would result if the Group and Company were unable to continue as a going concern.
RISK MANAGEMENT
In order to execute the Group’s strategy, the Company and its subsidiaries will be exposed to both financial and
non-financial risks. The Board has overall responsibility for the Group’s risk management and it is the Board’s
role to consider whether those risks identified by management are acceptable within the Group’s strategy and risk
appetite. The Board therefore periodically reviews the principal risks and considers how effective and appropriate
the controls that management has in place to mitigate the risk exposure are and will make recommendations to
management accordingly.
As the Company had not completed its first investment or acquisition in the year, it has limited financial statements
and/or historical financial data, and limited trading history. As such, the Company during the year was subject to
the risks and uncertainties associated with an early-stage acquisition company, including the risk that the Company
will not achieve its investment objectives and that the value of an investment could decline and may result in the
partial or complete loss of capital invested. The past performance of investee companies or assets managed by the
Directors will not necessarily be a guide to future business, results of operations, financial condition or prospects
of the Company.
In order to mitigate against these risks, the Directors will continue to undertake thorough due diligence on
investment opportunities and acquisition targets, to a level considered reasonable and appropriate by the Company
on a case-by-case basis, including the potential commissioning of third-party specialist reports as appropriate.
Following completion of any investment or acquisition, it is intended that any investments or assets will be
managed by the Directors and assisted by the Company’s professional advisers.
Financial Risk Management
The Directors consider the Group to be exposed to the following financial risks:
a. Price risk: the price paid for securities is subject to market movement that will have an impact on the
operations of the Group;
b. Cash flow interest rate risk: the Group has significant cash balances which exposed it to movement in
the market interest rates; and
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c. Liquidity risk: the Group manages its cash requirements through detailed forecasting and planning for
the amount and timing of payments and receipts of interest income, to ensure cash resources are available
when required.
Given the relatively small size and operation of the Group in the year, the Directors have not delegated the
responsibility of risk monitoring to a sub-committee of the Board, but closely monitor the risks on a periodic basis.
The Directors consider their exposure in the financial year to have been low. Refer to note 14 for assessment of
the risks arising from financial instruments.
Non-financial Risk Management
The non-financial risk factors for the year ended 31 December 2025 did not materially change from those set out
in Red’s Prospectus dated 16 November 2021.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY
As the Company has not completed its first acquisition and has only two Directors, limited travel and no premises,
the Directors do not consider any disclosure under the Task Force on Climate-related Financial Disclosures is
required at this juncture, however the Company will continue to review this position as it executes its investment
and acquisition strategy.
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the year.
CHARITABLE DONATIONS
The Company has made no charitable donations during the year.
POST BALANCE SHEET EVENTS
Details of post balance sheet events are disclosed in note 20.
SHARE CAPITAL
Details of the Company’s share capital is set out in note 15. The Company’s share capital consists of one class of
ordinary share, which does not carry rights to fixed income. As at 31 December 2025, there were 10,000,000
ordinary shares of 1p par value each in issue.
SIGNIFICANT SHAREHOLDERS
As at 15 April 2026, the Company had been advised of the following notifiable interests (whether directly or
indirectly held) in voting rights.
Name Shareholding Percentage
David Williams 3,500,000 35.0%
Simon Webster 2,000,000 20.0%
Hargreaves Lansdown (Nominees) Limited 682,096 6.8%
The Bank of New York (Nominees) Limited 477,500 4.8%
Securities Services Nominees Limited 410,000 4.1%
Robin Southwell OBE 300,000 3.0%
Giles Willits 300,000 3.0%
Goldman Sachs Securities (Nominees) Limited 300,000 3.0%
Huntress (CI) Nominees Limited 300,000 3.0%
As at 15 April 2026, the Directors in aggregate held 5,500,000 ordinary shares, which represents 55.0 per cent. of
the Company’s issued share capital.
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COMPANY DIRECTORS
The Directors during the year and summaries of their experience are set out below.
David Williams Non-Executive Chairman (aged 73)
David has over 40 years’ experience in investment markets, serving as Chairman in executive and non-executive
capacities for a number of public and private companies. He has overseen the development of these companies,
raising in excess of £1 billion of capital to support both organic and acquisitive growth initiatives.
David was the original founder of Marwyn Capital LLP, the award-winning investment management company.
David was also formerly Chairman of Entertainment One Ltd. (LSE: ETO), Zetar plc, and Oxford BioDynamics
Plc (AIM: OBD), and Non-Executive Director of Breedon Group plc (LSE: BREE). He currently serves as Non-
Executive Chairman of the Main Market listed Acceler8 Ventures Plc (LSE: AC8) and Bay Capital Plc (LSE:
BAY).
Simon Webster Non-Executive Director (age 56)
Simon is a highly experienced software and technology entrepreneur, and was formerly Group Chief Executive
Officer of Vistra, a global leader in fund administration and corporate services. Prior to this he was Chief
Executive Officer of CPA Global, a global leader in intellectual property software and tech-enabled services.
Simon led CPA Global over a 20-year period, growing it from an initial £50 million business into $6.0 billion of
enterprise value before its merger with NYSE listed Clarivate Plc (NYSE: CCC) in October 2020.
His early career was spent in the UK financial services sector leading business change, delivering technology
transformations and supporting M&A transactions.
Simon has been investing in and working with founders of growth businesses as Founder and CEO of SHUFL
Capital since 2010. He is also a Fellow of the Chartered Institute of Management Accountants.
The Directors who held office during the year and their beneficial interest in the share capital of the Company at
31 December 2025 were as follows:
31 December
2025
David Williams
3,500,000
Simon Webster
2,000,000
5,500,000
DIRECTORS REMUNERATION
The Chairman and Non-Executive Director are each entitled to fees of £30,000 and £20,000 per annum for their
respective roles within the Company, as per their service agreements entered into on 15 November 2021. During
the year, £20,833 of Director fees were accrued (2024: nil). There are no other benefits paid to Directors outside
of their service fees, save for ordinary course reimbursable expenses properly incurred in the performing their
duties as Directors. The Company does not operate a pension scheme.
Salary Benefits in kind 31 December 2025
Total
Director
£
£
£
David Williams
30,000
-
30,000
Simon Webster
20,000
-
20,000
50,000 - 50,000
In addition to the Directors’ fee entitlements outlined above, the Directors are also participants in the Subco
Incentive Scheme and holders of warrants as detailed below.
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SUBCO INCENTIVE SCHEME
The Directors believe that the success of the Company will depend to a high degree on the future performance of
key employees and advisers in executing and supporting the Company’s growth strategy. The Company has
therefore established equity-based incentive arrangements which are, and will continue to be, an important means
of retaining, attracting and motivating key employees, consultants and advisers, and also for aligning the interests
of the Directors with those of shareholders.
On 12 November 2021, the Group created a new Subco Incentive Scheme within its wholly owned subsidiary Red
Capital Subco Limited. Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if
a predetermined level of shareholder value is created over a three to five year period or upon a change of control
of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in
market capitalisation of the Company, following adjustments for the issue of any new ordinary shares and taking
into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of
a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares
at the election of the Company.
Under these arrangements in place, participants are entitled up to 15 per cent. of the Shareholder Value created,
subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period
of between three and five years from Admission, or following a change of control of the Company or Subco.
In order to implement the Subco Incentive Scheme, the Company as sole shareholder of Subco, approved the
creation of a new share class in Subco (the "B Shares"). At the same time the Subco’s existing ordinary shares
were redesignated A Shares. The B Shares do not have voting or dividend rights.
On 12 November 2021, David Williams, Chairman of the Company, Simon Webster, a Non-Executive Director
of the Company, and Kathleen Long and Anthony Morris, Directors of Tessera Investment Management Limited
(“Tessera”), became the first participants in the Subco Incentive Scheme ("Founder Participants"), and as such,
the proportion of Shareholder Value attaching to the Subco Incentive Scheme is 11 per cent. of a total cap of 15
per cent.
The Founder Participants and their respective holdings are outlined below.
Participant
Subco B shares held
David Williams
50,000
Simon Webster
40,000
Kathleen Long
10,000
Anthony Morris
10,000
110,000
There were no new incentives granted under the Subco Incentive Scheme during 2025.
WARRANTS
On 15 November 2021, the Company constituted 10,000,000 warrants on the terms of an instrument under which
the Company issued 6,000,000 warrants to certain existing shareholders of the Company including the Directors,
and a further 4,000,000 warrants on admission of the Company to the Main Market of the London Stock Exchange.
The warrants are exercisable at any time from the date of completion of the inaugural transaction (an investment
or acquisition) made by the Company where the consideration for such transaction is at least £10 million at a price
of £0.10 per ordinary share. These warrants can be exercised through application to the Company. The warrants
will not be listed on the London Stock Exchange or any other publicly traded market.
The Directors’ respective warrant holdings are detailed below.
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Participant Date of grant Exercise
price
No. of ordinary shares
to which the grant
relates
David Williams
15 November 2021
£0.10
3,500,000
Simon Webster
15 November 2021
£0.10
2,000,000
5,500,000
CORPORATE GOVERNANCE
As a Jersey company and a Shell Company (Equity Shares) on the London Stock Exchange, under the new UK
Listing Rules (“UKLR”), the Company is not required to comply with the provisions of the UK Corporate
Governance Code 2018. Furthermore, there is no applicable regime of corporate governance to which the directors
of a Jersey company must adhere over and above the general fiduciary duties and duties of care, skill and diligence
imposed on such directors under Jersey law. Notwithstanding this, the Directors are committed to maintaining
high standards of corporate governance and will be responsible for carrying out the Company’s objectives and
implementing its business strategy.
All investment, acquisition, divestment and other strategic decisions are considered and determined by the Board.
At present, the Board reviews investment and acquisition opportunities on and as required basis and meets
regularly with its Strategic Advisor to discuss possible inorganic growth opportunities, as well as monitor deal
flow and investment and acquisitions in progress, and review the Company’s strategy to ensure that it remains
aligned to the delivery of shareholder value. Those investment and acquisition opportunities that are assessed by
the Board (with support from its Strategic Advisor) are considered in light of the investment and acquisition
criteria as detailed in the Company’s Admission Document. In addition, as part of the investment and acquisition
screening process, the Company will augment Board and Strategic Advisor capability on a case-by-case basis as
required with industry and operating partner input, where deep domain expertise can be accessed. The Board
provides leadership within a framework of prudent and effective controls. The Board has established the corporate
governance values of the Company and has overall responsibility for setting the Company’s strategic aims,
defining the business plan and strategy and managing the financial and operational resources of the Company.
In this regard, the Board, so far as is practicable given the Company’s size and stage of its development, has
voluntarily adopted the 2023 QCA Code as its chosen corporate governance framework. There are certain
provisions of the QCA Code which the Company will not adhere to currently, and their adoption will be delayed
until such time as the Directors believe it is appropriate to do so. It is anticipated that this will occur concurrently
with the Company’s first material investment or acquisition. Details on how the Company applies the ten
principles of the 2023 QCA Code are set out below and on the Company’s website at www.redcapitalplc.com.
Principles of the QCA Code How the Company has complied
1 Establish a purpose, strategy and business model
which promote long-term value for shareholders
This is outlined in the Directors Report on page 4
2 Promote a corporate culture that is based on ethical
values and behaviours
The Board operates an open and inclusive culture
which is reflected in the way that the Board
conducts itself. As the Company has only two
Directors, the Board will formally assess and
monitor corporate culture following the first
acquisition / investment.
3 Seek to understand and meet shareholder needs and
expectations
The Chair is the Group’s principal spokesperson
with investors, fund managers, the press and other
interested parties. As well as the Annual General
Meeting with shareholders, the other Directors may
give formal presentations at investor road shows
following the announcement of interim and full
year results.
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Notice of this year’s Annual General Meeting will
shortly be sent to shareholders.
As noted below, there are no material
environmental or social matters to report to
investors at this stage of the Company’s
development.
4 Take into account wider stakeholder interests,
including social and 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.
5 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.
6 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 page 6.
The Directors commit sufficient time to discharge
their duties as directors of the Company, and meet
the expectations of their respective roles. There is
no maximum time commitment specified, and
outside of formal board meetings, the Directors
devote additional time to the Company in respect of
preparatory work and ad hoc meetings, particularly
when the Company undergoes increased corporate
activity.
During the year, each Director attended all four of
the formally scheduled quarterly Board meetings of
the Company.
The Board will be augmented with suitably
qualified additional executive and non-executive
directors including independents following the first
acquisition / investment.
7 Maintain appropriate governance structures and
ensure that individually and 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 complies with those
principles that the Board believe are appropriate for
the Company given it has no employees nor any
operations.
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Each Director has substantial experience operating
within publicly listed organisations, performing
executive and non-executive roles. Whilst the
Company does not currently provide any formal
Board training, it is through the Directors other
executive and non-executive roles, and past
experiences, that they maintain the necessary skills
and capabilities to discharge their duties. Where
specialist advice is sought for certain matters, the
Directors will consult with Company advisers.
8 Evaluate board performance based on clear and
relevant objectives, seeking 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 completed its first
acquisition covering the Board and Committees,
including succession planning.
9 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.
10 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.
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The Directors commit sufficient time to discharge their duties as directors of the Company, and meet the
expectations of their respective roles. There is no maximum time commitment specified, and outside of formal
board meetings, the Directors devote additional time to the Company in respect of preparatory work and ad hoc
meetings, particularly when the Company undergoes increased corporate activity.
During the year, each Director attended all four of the formally scheduled quarterly Board meetings of the
Company.
The Group has not adopted a formal policy on diversity; however, it is committed to a culture of equal
opportunities for all, regardless of age, race or gender. The Board is currently made up of two male directors and
there are no other employees in the Company.
INTERNAL CONTROLS
The Board acknowledges its responsibility for establishing and monitoring the Group’s systems of internal
control. Although no system of internal control can provide absolute assurance against material misstatement or
loss, the Group’s systems are designed to provide the Directors with reasonable assurance that problems can be
identified on a timely basis and dealt with appropriately.
The Group maintains an appropriate process for financial reporting. The annual budget is reviewed and approved
by the Board before being formally adopted.
Other key procedures that have been established and which are designed to provide effective control are as
follows:
Management structure – The Board meets regularly on a formal and informal basis to discuss all issues affecting
the Group.
Investment appraisal – The Group has a robust framework for investment appraisal and approval is required by
the Board, where appropriate.
Share dealing and inside information – the Company has adopted a share dealing code regulating trading and
confidentiality of inside information for the Directors and other persons discharging managerial responsibilities
(and their persons closely associated) which contains provisions appropriate for a company whose shares are
admitted to trading on the Official List (particularly relating to dealing during closed periods which will be in line
with the Market Abuse Regulation). The Company takes all reasonable steps to ensure compliance by the Directors
and any relevant employees with the terms of that share dealing code.
The Board reviews the effectiveness of the systems of internal control and considers the major business risks and
the control environment. No significant deficiencies have come to light during the period and no weaknesses in
internal financial control have resulted in any material losses, or contingencies which would require disclosure,
as recommended by the guidance for Directors on reporting on internal financial control.
The Directors are focused on careful management of the Group’s cash and financial resources through Board level
approvals. At such time that the Group completes an acquisition, the Directors anticipate that the Group’s financial
position and prospects procedures regime will be updated and expanded as necessary to cater for the nature of the
Group’s business following completion of its inaugural investment or acquisition.
EXTERNAL ADVISERS
The Board accessed the following external advisers during the year and post the year end for on-going business
as usual matters:
Mayer Brown International LLP and Ogier (Jersey) LLP – legal
Tessera Investment Management Limited – capital markets and M&A
JTC (Jersey) Limited – company secretarial, governance and regulatory filings
CONFLICTS OF INTEREST
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A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that
conflicts, or possibly may conflict, with the interests of the Company. The Board has satisfied itself that there are
no conflicts of interest where the Directors have appointments on the Boards of, or relationships with, companies
outside the Company. Furthermore, the Board requires Directors to declare all appointments and other situations
which could result in a possible conflict of interest, and therefore believes it has a robust framework to deal with
any conflict of interest should it arise.
DISCLOSURE OF INFORMATION TO THE AUDITOR
So far as the Directors are aware, there is no relevant audit information of which the Group and Company’s auditor
is unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make
himself aware of any relevant audit information and to establish that the Group and Company’s auditor is aware
of that information.
The Directors confirm to the best of their knowledge that:
the financial statements, prepared in accordance with the relevant financial reporting framework, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Group and Company
and the undertakings included in the consolidation taken as a whole;
the Chairman’s Statement and Report of the Directors includes a fair review of the development and
performance of the business and the position of the Group and Company and the undertakings included
in the consolidation taken as a whole, together with a description of the principal risks and uncertainties
that they face; and
the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Group and Company’s position and performance,
business model and strategy.
INDEPENDENT AUDITOR
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory
changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA
Audit Services LLP. The auditor, MHA, will be proposed for re-appointment at the forthcoming Annual General
Meeting.
ON BEHALF OF THE BOARD
David Williams
Chairman
29 April 2026
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RED CAPITAL PLC
Statement of Directors’ Responsibilities
For the year ended 31 December 2025
14
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.
David Williams
Chairman
29 April 2026
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Independent auditor’s report to the
members of Red Capital Plc
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 pages 16 to 17 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 2025.
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 2025 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 as amended.
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 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.
Material uncertainty related to going concern
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We draw attention to note 2(d) in the financial statements, which explains that following the successful passing
of resolutions at the general meeting to be convened shortly, the Company will have adequate working capital to
fund all reasonably incurred liabilities that fall due in the execution of its revised strategy. The successful
passing of resolutions at the general meeting to be convened shortly, and therefore the required recapitalisation
of the Group are matters that are not entirely within the control of the Directors as stated within note 2(d) and
represent material uncertainties that may cast significant doubt on the Company’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
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:
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.
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.
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 2025 2024
Group
£4.4k £6.1k 5% (2024: 5%) of net liabilities (2024: net
assets)
Parent Company
£4.3k £6.0k 5% of net liabilities less £100 (2024: 5% of
net assets less £100)
Key audit matters
Recurring
Management override of controls (Group and Parent Company)
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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. In
addition to the matter described in the Material Uncertainty related to going concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
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:
We performed detailed reviews and testing of journal entries made, 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
Based on the procedures performed, we did not identify any material matters
arising from our testing of journal entries or management estimates that
indicated evidence of management override of controls.
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 £4,400 (2024: £6,100) which was determined on the basis of 5%
(2024: 5%) of the Group’s net liabilities (2024: Group’s net assets). Materiality in respect of the Parent
Company was set at £4,300 (2024: £6,000) determined on the basis of 5% of the Parent Company’s net
liabilities less £100 in order to reduce component materiality to a figure lower than group materiality (2024: 5%
of the Parent Company’s net assets less £100). Net liabilities was deemed to be the appropriate benchmark for
the calculation of materiality as this is a key area of the financial statements and the metric by which the
performance and risk exposure of the Group and Parent Company are principally assessed. This is also the
metric against which users assess the ability of the Group and Parent Company in continuing in their 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.
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Performance materiality for the Group was set at £3,080 (2024: £4,270) which represents 70% (2024: 70%) of
the above materiality and at £2,980 (2024: £4,170) 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 (2024: 70% of the above materiality levels less £100).
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.
We agreed to report any corrected or uncorrected adjustments exceeding £220 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 in the consolidated financial statements, and to ensure adequate
quantitative and qualitative coverage of significant accounts, we identified the Group’s two reporting
components. One component represents the principal business operations of the Group, while the other remains
dormant throughout the period and was therefore excluded from the scope of the audit.
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.
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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.
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 audit of 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
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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:
- 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 2025. The period of total uninterrupted engagement including
previous renewals and reappointments of the firm is 5 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 Members of the Company, as a body, in accordance with Article 113A of the
Companies (Jersey) Law 1991, as amended. Our audit work has been undertaken so that we might state to the
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
its Members, as a body, for our audit work, for this report, or for the opinions we have formed.
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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.
Jason Mitchell MBA BSc FCA
(Senior Statutory Auditor)
for and on behalf of MHA, Recognised Auditor
Maidenhead, United Kingdom
29 April 2026
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 2025
22
2025 | 2024 | ||
Note | £ | £ | |
Administrative expenses | ( | ( | |
| Operating loss | 6 | ( | ( |
Interest receivable | 7 | ||
Loss on ordinary activities before taxation | ( | ( | |
Taxation charge | 8 | ||
Loss and total comprehensive loss for the year | ( | ( | |
| Loss per share (pence) | |||
| Basic and diluted | 9 | ( | ( |
| Loss attributable to: | |||
Owners of the parent company | ( | ( |
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 26 to 38 form part of these consolidated financial statements.
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RED CAPITAL PLC
Consolidated statement of financial position
As at 31 December 2025
23
31 December | 31 December | 31 December | 31 December | ||
2025 | 2025 | 2024 | 2024 | ||
| Current assets | Note | £ | £ | £ | £ |
| Cash and cash | |||||
equivalents | 1 1 | ||||
Trade and other receivables | 1 2 | ||||
Total current assets | |||||
Total assets | |||||
| Current liabilities | |||||
Trade and other payables | 1 3 | ||||
Total current liabilities | |||||
Total liabilities | |||||
| Total net (liabilities) / | |||||
assets | ( | ||||
| Equity | |||||
| Issued share capital | 1 5 | ||||
Share premium account | 1 6 | ||||
| Capital redemption | |||||
reserve | 1 6 | ||||
| Share-based payment | |||||
reserve | 1 8 | ||||
Retained deficit | 1 6 | ( | ( | ||
Total (deficit) / equity | ( |
Company registration number: 134737 (Jersey, Channel Islands)
The notes on pages 26 to 38 form part of these consolidated financial statements.
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RED CAPITAL PLC
Consolidated statement of changes in equity
For the year ended 31 December 2025
24
| Share | Share | Capital | Share- based | Retained | |||||
| capital | premium | redemptio | payment | deficit | Total | ||||
| account | n reserve | reserve | |||||||
Note | £ | £ | £ | £ | £ | £ | |||
| At 31 | |||||||||
December 2023 | ( | ||||||||
Loss for the year | ( | ( | |||||||
| Transactions | |||||||||
with owners in their capacity as owners: | |||||||||
| Share-based | |||||||||
payment charge | 1 8 | ||||||||
| At 31 | |||||||||
December 2024 | ( | ||||||||
Loss for the year | ( ) | ( | |||||||
| Transactions | |||||||||
with their capacity as owners: | owners | in | |||||||
| Share-based | |||||||||
payment charge | 1 8 | ||||||||
| At 31 | |||||||||
December 2025 | ( | ( | |||||||
The notes on pages 26 to 38 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 2025
25
2025 | 2024 | |
£ | £ | |
| Operating activities | ||
Loss before taxation | ( | ( |
Adjustments for: | ||
Interest receivable | ( | ( |
Share - based payment charge | ||
Operating cash flows before changes in working capital | ( | ( |
Decrease in trade and other receivables | ||
Increase / ( d ecrease) in trade and other payables | ( | |
Net cash outflows from operating activities | ( | ( |
| Investing activities | ||
Interest received | ||
Net cash inflow from investing activities | ||
Net decrease in cash and cash equivalents | ( | ( |
Cash and cash equivalents at beginning of the year | ||
Cash and cash equivalents at end of the year |
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 26 to 38 form part of these consolidated financial statements.
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Notes forming part of the consolidated financial statements
For the year ended 31 December 2025
26
1 General information
The Company is a public limited company incorporated and domiciled in Jersey
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 .
2 Material accounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in these consolidated financial statements.
The principal policies adopted in the preparation of the consolidated financial statements are as follows:
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RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
27
2 Material accounting policies (continued)
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RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
28
2 Material accounting policies (continued)
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RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
29
2 Material accounting policies (continued)
3 Accounting estimates and judgements
In preparing the consolidated financial statements, the Directors have to make judgments on how to apply
the Group's accounting policies and make estimates about the future. The Directors do not consider there to
be any critical judgments that have been made in arriving at the amounts recognised in the consolidated
financial statements with the exception of the valuation of share-based payments. Please see note 18 for
further details.
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RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
30
| Staff costs, including Directors, consist of: 2025 | 2024 | |
| £ | £ | |
Wages and salaries | 50,000 | 50,000 |
_______ | _______ | |
50,000 | 50,000 |
| _______ |
5 Directors’ remuneration
The Company Directors are considered the only key management personnel, and their remuneration was as
follows:
2025 | 2024 | |
£ | £ | |
Directors’ emoluments | 50,000 | 50,000 |
________ | ________ | |
50,000 | 50,000 |
________ ________
2025 | 2024 | |
| This has been arrived at after charging: | £ | £ |
Professional services | 115,417 | 127,329 |
| Fees payable to the Company’s independent auditor for the audit | ||
of the parent and consolidated accounts | 2 6 ,000 | 18 , 300 |
________ ________
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RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
31
| 2025 | 2024 | |
| £ | £ | |
Bank interest receivable | 273 | 2,035 |
273 | 2,035 |
________ ________
8 Taxation
2025 | 2024 | |
| Jersey corporation tax | £ | £ |
Corporation tax on loss for the year | - | - |
________ | ________ | |
Total taxation on loss on ordinary activities | - | - |
________ | ________ | |
2025 | 2024 | |
£ | £ | |
Loss before tax | (224,271) | (233,650) |
________ | ________ | |
Tax for financial service companies at 10% (2024: 10%) | (22,427) | (23,365) |
| Effect of: | ||
Tax losses on which a deferred tax asset has not been recognised | 22,427 | 23,365 |
________ | ________ | |
Total taxation on loss on ordinary activities | - | - |
________ ________
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025
32
forward 2025 | 2024 | |
£ | £ | |
Cumulative temporary differences and carry forward tax losses | 1,101,455 | 877,184 |
Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate at the date of signing the financial statements) | 110,146 | 87,718 |
9 Earnings per share
Earnings per share (“EPS”) is calculated by dividing the loss after tax for the year by the weighted average
number of shares in issue for the year, these figures being as follows:
2025 | 2024 | |
£ | £ | |
Loss used in basic and diluted EPS, being loss after tax | (224,271) | (233,650) |
| Adjustments: | ||
Share-based payment charge | 1,567 | 1,569 |
Adjusted earnings used in adjusted EPS | (222,704) | (232,081) |
________ ________
The Subco Incentive Scheme share options (note 18) have not been included in the diluted EPS on the basis
that they are anti-dilutive, however they may become dilutive in future periods.
2025 | 2024 | |
Number | Number | |
Weighted average number of ordinary shares of 1p each used as the denominator in calculating basic and diluted EPS | 10,000,000 | 10,000,000 |
| Earnings/(loss) per share | ||
Basic and diluted | (2.24p) | (2.34p) |
Adjusted – basic and diluted | (2.26p) | (2.32p) |
8 Taxation (continued)
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025
33
11 Cash and cash equivalents
2025 | 2024 | |
£ | £ | |
Cash and cash equivalents | 6,436 | 160,427 |
________ | ________ | |
6,436 | 160,427 |
________
2025 | 2024 | |
£ | £ | |
Other receivables | 4 | 287 |
Prepayments | 6,372 | 6,815 |
________ | ________ | |
6,376 | 7,102 |
2025 | 2024 | |
Current trade and other payables | £ | £ |
Accruals | 77 , 204 | 4 4,800 |
Wages payable | 20,833 | - |
Other payables | 1 4 , 75 0 | - |
| ________ | ________ | |
112,787 | 44,800 |
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025
34
| Financial assets | ||
| measured at amortised cost | ||
2025 | 2024 | |
| Current financial assets | £ | £ |
Cash and cash equivalents | 6,436 | 160,427 |
Other receivables | 4 | 287 |
| ________ | ________ | |
6,440 | 160,714 |
| Financial liabilities | ||
measured at amortised cost | ||
2025 | 2024 | |
| Current financial liabilities | £ | £ |
Accruals | 77 , 204 | 4 4,800 |
Wages payable | 20,833 | - |
Other payables | 14,750 | - |
| ________ | ________ | |
112,787 | 44,800 |
________ ________
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
35
14 Financial instruments
(continued)
| Financial liabilities: | ||||
| More than 5 | ||||
Less than 1 year | 2 to 5 Years | years | Total | |
£ | £ | £ | £ | |
Accruals | 77,204 | - | - | 77,204 |
Wages payable | 20,833 | 20,833 | ||
Other payables | 14,750 | 14,750 | ||
_________ | _________ | _________ | _________ | |
At 31 December 2025 | 112,787 | - | - | 112,787 |
| 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 |
_________ _________ _________ _________
| Allotted, called up and fully paid | ||||
2025 | 2024 | 2025 | 2024 | |
Number | Number | £ | £ | |
Ordinary shares of 1p each: | 10,000,000 | 10,000,000 | 100,000 | 100,000 |
_________ | _________ | _________ | _________ | |
At 31 December 2025 | 10,000,000 | 10,000,000 | 100,000 | 100,000 |
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
36
17 Share Incentive Plan
On 12 November 2021, the Group created a Subco Incentive Scheme within its wholly owned subsidiary
Red Capital Subco Limited ("Subco"). Under the terms of the Subco Incentive Scheme, scheme participants
are only rewarded if a predetermined level of shareholder value is created over a three to five year period or
upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis
by reference to the growth in market capitalisation of the Company, following adjustments for the issue of
any new Ordinary shares and taking into account dividends and capital returns ("Shareholder Value"),
realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied
either in cash or by the issue of new ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled to up to 15 percent of the Shareholder Value
created, subject to such Shareholder Value having increased by at least 12.5 percent per annum compounded
over a period of between three and five years from admission or following a change of control of the
Company or Subco.
18 Share-based payments
The Subco Incentive Scheme detailed in note 17 is an equity-settled share option plan which allows
employees and advisors of the Group to sell their B shares to the Company in exchange for a cash payment
or for shares in the Company (at the Company’s election) if certain conditions are met.
These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5
percent compound per annum is delivered over a three-to-five-year period for the scheme to vest. This
second condition is therefore a market condition which has been taken into account in the measurement at
grant date of the fair value of the options.
The weighted average exercise price of the outstanding B share options is £0.10 which have a weighted
average contractual life of 1 years 10 months. 110,000 B share options were issued in the nine-month period
to 31 December 2021, all of which were outstanding at the current year end. No B share options were
exercised in the current or prior period. No B share options have expired during the current or prior period.
The Group recognised £1,567 (2024: £1,569) of expenditure in the statement of total comprehensive income
relating to equity-settled share-based payments in the year.
The fair value of options granted during the year is determined by applying a binomial model. The expense
is apportioned over the vesting period of the option and is based on the number which are expected to vest
and the fair value of these options at the date of grant.
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Company profit and loss
For the year ended 31 December 2025
37
18 Share-based payments
(continued)
| 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.
20 Post balance sheet events
On 27 April 2026, the Company announced its proposed recapitalisation and strategic transition towards the
Venezuelan energy sector. As part of the recapitalisation, the Company has raised funding commitments of
£1.6 million gross from certain investors, and will constitute its Board of Directors and rename the Company
Apertura Energy on the basis of all relevant resolutions being passed at the general meeting of the
Company’s shareholders to be scheduled in due course.
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
38
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Company profit and loss
For the year ended 31 December 2025
39
Note
2025 2024
£ £
Administrative expenses
(2
24
,
544
)
(2
3
5,685)
Operating loss (224,544) (235,685)
Interest receivable
3
273
2,035
Loss on ordinary activities before taxation
(224,271) (233,650)
Taxation charge
-
-
Loss for the year (224,271) (233,650)
All activities in both the current and the prior period relate to continuing operations.
The notes on pages 42 to 46 form part of these financial statements.
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Company balance sheet
For the year ended 31 December 2025
40
Note 31 December 31 December 31 December 31 December
2025 2025 2024 2024
£ £ £ £
Non-current assets
Investment in subsidiaries
4
10
10
Current assets
Cash and cash equivalents
5
6,436
160,427
Trade and o
ther receivables
6
6,376
7,102
Total current assets 12,812 167,529
Total assets 12,822 167,539
Current liabilities
Trade and other payables
7
112
,
797
4
4,8
1
0
Total current liabilities 112,797 44,810
Total liabilities 112,797 44,810
Total net assets / (liabilities) (99,975) 122,729
Equity
Issued share capital
8
100,000
100,000
Share premium
account
894,998
894,998
Capital redemption reserve
2
2
Share
-
based payment reserve
6
,
480
4,913
Retained deficit
(
1,101
,
455
)
(8
7
7,184)
Shareholders’ funds (99,975) 122,729
The Company financial statements were approved and authorised for issue by the Board on 29 April 2026 and
were signed on its behalf by:
David Williams
Chairman
The notes on pages 42 to 46 form part of these financial statements.
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Company statement of changes in equity
For the year ended 31 December 2025
41
Share
capital
Share
premium
account
Capital
redemption
reserve
Share- based
payment
reserve
Retained
deficit
Total
£ £ £ £ £ £
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
-
-
-
1,56
9
-
1,56
9
At 31
December
2024 100,000 894,998 2 4,913 (877,184) 122,729
Loss for the
year
- - - - (224,271) (224,271)
Transactions
with owners in
their capacity
as owners:
Share-based
payment
charge
-
-
-
1,56
7
-
1,56
7
At 31
December
2025 100,000 894,998 2 6,480 (1,101,455) (99,975)
The notes on pages 42 to 46 form part of these financial statements.
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the Company financial statements
For the year ended 31 December 2025
42
1 Material accounting policies
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in these consolidated financial statements.
The principal policies adopted in the preparation of the 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 2024.
(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.
(c) Functional and presentational currency
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, other receivables 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.
(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.
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the Company financial statements
For the year ended 31 December 2025 (continued)
43
1 Material accounting policies (continued)
(i) Disclosure exemptions adopted
The Company has presented its own profit and loss account but has taken advantage of the exemption for
the related notes.
In preparing these financial statements the Company has taken advantage of certain disclosure exemptions
conferred by FRS101including:
The requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111
and 134 to 136 of IAS 1 Presentation of Financial Statements
The requirements of paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash
Flows
The requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures
The requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered
into between two or more members of a group
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:
The requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payments
The requirements of IFRS 7 Financial Instruments - Disclosures
The Company is exempt from the requirement to present its own profit and loss account and related notes
under Companies (Jersey) Law 1991 Part 16, Section 105, Paragraph 11. The Company has presented its
own profit and loss account but has taken advantage of the exemption for the related notes.
(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: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the Company financial statements
For the year ended 31 December 2025 (continued)
44
2 Employees
Staff costs, including Directors, consist of:
2025
£
2024
£
Wages and salaries 50,000 50,000
_______ _______
50,000 50,000
_______ _______
2025 2024
Number Number
The average number of employees, including Directors, during
the year was: 2
_______
2
_______
3 Interest receivable
2025
£
2024
£
Bank interest receivable 273 2,035
_______ _______
273 2,035
_______ _______
4 Investment in subsidiaries
Shares in
subsidiary
undertakings
£
Cost and net book value
At 31 December 2025 and 31 December 2024 10
________
Details of the Company’s subsidiaries are shown in note 10 of the consolidated financial statements.
5 Cash and cash equivalents
2025 2024
£ £
Cash and cash equivalents 6,436 160,427
________ ________
6,436 160,427
________ ________
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the consolidated financial statements
For the year ended 31 December 2025 (continued)
45
6 Trade and other receivables
2025 2024
£ £
Other receivables 4 287
Prepayments 6,372 6,815
________ ________
6,376 7,102
________ ________
All amounts shown under receivables fall due for payment within one year.
7 Trade and other payables
2025 2024
£ £
Amounts due to subsidiary undertakings 10 10
Accruals 77,204 44,800
Wages payable 20,833 -
Other payables 14,750 -
________ ________
112,797 44,810
________ ________
Amounts due to subsidiary undertakings are interest-free and repayable on demand.
8
Share capital
Allotted, called up and fully paid
2025 2024 2025 2024
Number Number £ £
Ordinary shares of 1p each
10,000,000
10,000,000
100,000
100,000
_________
_________
_________
_________
At 31 December
2025
10,000,000 10,000,000 100,000 100,000
_________ _________ _________ _________
For the full details of the share capital rights and movements in the year, please see note 15 of the
consolidated financial statements.
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA
RED CAPITAL PLC
Notes forming part of the Company financial statements
For the year ended 31 December 2025 (continued)
46
9 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.
10 Contingent liabilities
There are no contingent liabilities at the reporting date which would have a material impact on the financial
statements.
1
1
Post balance sheet events
See note 20 to the consolidated financial statements.
12 Ultimate controlling party
In the opinion of the Directors, there is no single ultimate controlling party.
Docusign Envelope ID: 9279F919-0A81-8A02-81BC-78578F4095FA