XLON:VZLA ESEF Annual Report
APERTURA ENERGY PLC (XLON:VZLA)
ESEF Annual Report
2024-04-24
For: 2023-12-31
View Original
Added on
October 02, 2026
ANNUAL REPORT AND ACCOUNTS
for the year ended 31 December 2023
Incorporated and registered in Jersey under the Companies (Jersey) Law 1991
with registered number 134737
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RED CAPITAL PLC 1
Contents of the Financial Statements
Company Information 2
Chairman’s Statement 3
Report of the Directors 4
Statement of Directors’ Responsibilities 12
Independent Auditor’s Report 13
Consolidated Statement of Comprehensive Income 20
Consolidated Statement of Financial Position 21
Consolidated Statement of Changes in Equity 22
Consolidated Statement of Cash Flows 23
Notes forming part of the Consolidated Financial Statements 24
Red Capital Plc – Company Profit and Loss 33
Red Capital Plc – Company Balance Sheet 34
Red Capital Plc – Company Statement of Changes in Equity 35
Notes forming part of the Company Financial Statements 36
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2 RED CAPITAL PLC
Company Information
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 3
Chairman’s Statement
I am pleased to present the financial results for Red Capital Plc (“Red” or the “Company”) and its subsidiary
(together the “Group”) for the year ended 31 December 2023.
Since establishing the Company we have reviewed a number of opportunities. We like to spend time getting to
know the key people within our target companies as well as spending time understanding the business in order
that we can make a proper contribution to its development going forward. We prefer to take our time to be
thorough rather than rush into a deal for the sake of getting one done and this might be frustrating for investors
expecting action.
During this process we are undertaking the work ourselves, so costs are minimised. Markets in the last few years
have been shocking for smaller companies but there are signs that things are stirring, and we have definitely seen
an uptick in opportunities to consider these past few months.
I thank our shareholders for their support and patience and very much hope that during the course of this year
that we will be in a position to present a good opportunity for investors to consider.
David Williams
Chairman
23 April 2024
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4 RED CAPITAL PLC
Report of the Directors
The Directors of the Company present their report for the year ended 31 December 2023.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
RESULTS
During the year, Red recorded a loss of £215,031 (2022: loss of £207,660) and the loss per share was 2.15p
(2022:loss per share of 2.08p), reflecting moderate monthly operating expenses of the Group. The Group and
Company had cash reserves at the end of the year of £399,766 (2022: £611,888) and net assets of £354,810
(2022: £568,274).
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 Group and Company’s unaudited cash
balance as at 12 April 2024 was £335,654, and excluding the consummation of any investment or acquisition
which will likely require specific funding, have adequate resources available to fund the on-going forecasted
operating expenses for at least twelve months following approval of the financial statements. 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.
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RED CAPITAL PLC 5
Report of the Directors
continued
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 15 for assessment of
the risks arising from financial instruments.
Non-financial Risk Management
The non-financial risk factors for the year ended 31 December 2023 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 21.
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6 RED CAPITAL PLC
Report of the Directors
continued
SHARE CAPITAL
Details of the Company’s share capital is set out in Note 16. The Company’s share capital consists of one class
of ordinary share, which does not carry rights to fixed income. As at 31 December 2023, there were 10,000,000
ordinary shares of 1p par value each in issue.
SIGNIFICANT SHAREHOLDERS
As at 12 April 2024, 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 532,096 5.3%
The Bank of New York (Nominees) Limited 496,000 5.0%
Securities Services Nominees Limited 410,000 4.1%
Robin Southwell OBE 300,000 3.0%
Giles Willits 300,000 3.0%
Mark Best 300,000 3.0%
Huntress (CI) Nominees Limited 300,000 3.0%
As at 12 April 2024, 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 71)
David has over 39 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 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 54)
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.
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RED CAPITAL PLC 7
Report of the Directors
continued
The Directors who held office during the year and their beneficial interest in the share capital of the Company at
31 December 2023 were as follows:
31 December 2023
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.
31 December
Benefits 2023
Salary in kind Total
Director £ £ £
David Williams 30,000 - 30,000
Simon Webster 20,000 - 20,000
50,000 - 50,000
In addition to the Directors’ fee entitlements outlined above, the Directors are also participants in the Subco
Incentive Scheme and holders of warrants as detailed below.
SUBCO INCENTIVE SCHEME
The Directors believe that the success of the Company will depend to a high degree on the future performance of
key employees and advisers in executing and supporting the Company’s growth strategy. The Company has
therefore established equity-based incentive arrangements which are, and will continue to be, an important means
of retaining, attracting and motivating key employees, consultants and advisers, and also for aligning the interests
of the Directors with those of shareholders.
On 12 November 2021, the Group created a new Subco Incentive Scheme within its wholly owned subsidiary
Red Capital Subco Limited. Under the terms of the Subco Incentive Scheme, scheme participants are only
rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change
of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the
growth in market capitalisation of the Company, following adjustments for the issue of any new ordinary shares
and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the
beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of
newordinary 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.
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8 RED CAPITAL PLC
Report of the Directors
continued
The Founder Participants and their respective holdings are outlined below.
Subco
Participant 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 2023.
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.
Thewarrants will not be listed on the London Stock Exchange or any other publicly traded market.
The Directors’ respective warrant holdings are detailed below.
No. of
ordinary shares
to which the
Participant Date of grant Exercise price 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 company with a Standard Listing on the London Stock Exchange, 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 an 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.
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RED CAPITAL PLC 9
Report of the Directors
continued
In this regard, the Board, so far as is practicable given the Company’s size and stage of its development, has
voluntarily adopted the 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.
Following such an acquisition, the Company will seek to develop its corporate governance position, and will
address key differences to the QCA Code. Specifically, it is anticipated this will include:
i. the augmentation of the Board with suitably qualified additional executive and non-executive directors
including independents;
ii. the implementation of audit, remuneration and nomination committees with appropriate terms of reference;
iii. a formalised annual evaluation and review process covering the Board and Committees, including
succession planning;
iv. the publication of KPIs;
v. the development of a corporate and social responsibility policy; and
vi. an enhanced risk management and governance framework tailored to the operating assets and strategic
direction of the enlarged entity.
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, with unscheduled meetings as matters arise which require
the attention of the Board. Formal Board meetings are timed to link to key events in the Group's corporate calendar.
Outside the scheduled and unscheduled meetings of the Board, the Directors maintain frequent contact with each
other to keep them fully briefed on the Group's operations.
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.
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10 RED CAPITAL PLC
Report of the Directors
continued
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.
BOARD EVALUATION
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.
EXTERNAL ADVISERS
The Board accessed the following external advisers during the year and post the year end:
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
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.
RELATIONS WITH SHAREHOLDERS
The Chairman 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 Director 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.
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RED CAPITAL PLC 11
Report of the Directors
continued
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:
l 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;
l 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
l 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, will be proposed for re-appointment at the forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD
David Williams
Chairman
23 April 2024
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12 RED CAPITAL PLC
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Directors' report and the financial statements in accordance with
applicable law and regulations.
Jersey Company law requires the directors to prepare financial statements for each financial period. Under that
law the Directors have elected to prepare the consolidated financial statements in accordance with International
Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the Company financial statements
in accordance with FRS 101 “Reduced disclosure Framework”, the Financial Reporting Standard applicable in the
UK. Under company law, the Directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the
Group for that year.
In preparing these financial statements, the Directors are required to:
l select suitable accounting policies and then apply them consistently;
l make judgements and estimates that are reasonable and prudent;
l state whether the Group financial statements have been prepared in accordance with IFRS as adopted by
the United Kingdom;
l state whether the Company financial statements have been prepared in accordance with FRS 101 “Reduced
Disclosure Framework”; and
l 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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23/4/2024
RED CAPITAL PLC 13
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 page 15 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
RedCapital 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 2023.
The financial statements that we have audited comprise:
l the Consolidated Statement of Comprehensive Income
l the Consolidated Statement of Financial Position
l the Consolidated Statement of Changes in Equity
l the Consolidated Statement of Cash Flows
l Notes 1 to 22 to the consolidated financial statements, including significant accounting policies
l the Company Profit and Loss
l the Company Balance Sheet
l the Company Statement of Changes in Equity and
l Notes 1 to 12 to the company financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is
applicable law and UK-adopted international accounting standards. 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:
l 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 2023 and of the Group’s loss for the year then ended;
l the Group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
l the Parent Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
l 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 Audit Committee.
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’s Responsibilities for the Audit
of the Financial Statements section of our report. We are independent of the Group in accordance with the ethical
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14 RED CAPITAL PLC
Independent Auditor’s Report to the Members of
Red Capital Plc continued
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 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:
l 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.
l The evaluation of how those risks might impact on the available financial resources.
l Liquidity considerations including examination of cash flow projections at Group and Parent Company level.
l 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.
l 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 2023 2022
Group £17.7k £27.8k 5% (2022: 5%) of net assets
Parent Company £17.7k £27.8k 5% (2022: 5%) of net assets
Key audit matters
Recurring l Management override of controls (Group and Parent Company)
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RED CAPITAL PLC 15
Independent Auditor’s Report to the Members of
Red Capital Plc continued
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.
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 £17,700 (2022: £27,750) which was determined on the basis of 5%
(2022: 5%) of the Group’s net assets. Materiality in respect of the Parent Company was set at £17,700
(2022:£27,750) determined on the basis of 5% (2022: 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.
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.
Key audit matter description
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.
How the scope of our audit
responded to the key audit
matter
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.
Key observations
communicated to the Group’s
Audit Committee
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16 RED CAPITAL PLC
Independent Auditor’s Report to the Members of
Red Capital Plc continued
Performance materiality for the Group was set at £12,390 (2022: £19,425) and at £12,390 (2022: £19,425) for the
Parent Company which represents 70% (2022: 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.
We agreed to report any corrected or uncorrected adjustments exceeding £885 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.
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.
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RED CAPITAL PLC 17
Independent Auditor’s Report to the Members of
Red Capital Plc continued
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
l the information given in the directors’ report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
l the directors’ report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and their environment
obtained in the course of the audit, we have not identified material misstatements in the directors’ report.
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.
Adequacy of explanations received and accounting records
Under the Companies (Jersey) Law, 1991 we are required to report to you if, in our opinion:
l we have not received all the information and explanations we require for our audit; or
l 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
l 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.
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18 RED CAPITAL PLC
Independent Auditor’s Report to the Members of
Red Capital Plc continued
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:
l 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.
l 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.
l 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:
l we corroborated the results of our enquiries through our review of the minutes of the Group’s and the Parent
Company’s board meetings;
l 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;
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RED CAPITAL PLC 19
Independent Auditor’s Report to the Members of
Red Capital Plc continued
– evaluating the business rationale of significant transactions, and reviewing accounting estimates
forbias;
– enquiry of management around actual and potential litigation and claims; and
l 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
theaudit.
Other requirements
We were appointed by the Directors on 20 June 2023. The period of total uninterrupted engagement including
previous renewals and reappointments of the firm is 3 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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R,
these financial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial
Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical
Standard (‘ESEF RTS’). This auditor’s report provides no assurance over whether the annual financial report has
been prepared using the single electronic format specified in the ESEF RTS.
Jason Mitchell MBA BSc FCA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
Maidenhead, United Kingdom
23 April 2024
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered
number OC312313)
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2023 | 2022 Consolidated Statement of Comprehensive Income | ||
Note | £ | £ | |
Administrative expenses | ( | ( | |
Operating loss For the year ended 31 December 2023 | 6 | ( | ( |
Interest receivable | 8 | ||
Loss on ordinary activities before taxation | ( | ( | |
Taxation charge | 9 | ||
Loss and total comprehensive loss for the year | ( | ( | |
Loss per share (pence) | |||
Basic and diluted 20 RED CAPITAL PLC | 10 | ( All activities in both the current and the prior period relate to continuing operations. The notes on pages 24 to 32 form part of these consolidated financial statements. | ( |
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31 December | 31 December | 31 December | 31 December | ||
2023 | 2023 | 2022 Consolidated Statement of Financial Position | 2022 | ||
Note As at 31 December 2023 | £ | £ | £ | £ | |
Current assets | |||||
Cash and cash equivalents | 12 | ||||
Other receivables | 13 | ||||
Prepayments | 13 | ||||
Total current assets | |||||
Total assets | |||||
Current liabilities | |||||
Trade and other payables | 14 | ||||
Total current liabilities | |||||
Total liabilities | |||||
Total net assets | |||||
Equity | |||||
Issued share capital | 16 | ||||
Share premium | 17 | ||||
Capital redemption reserve | 17 | ||||
Share-based payment reserve | 19 | ||||
Retained deficit | 17 | ( | ( | ||
Total equity The notes on pages 24 to 32 form part of these consolidated financial statements. | RED CAPITAL PLC 21 |
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23/4/2024
Share- | |||||||
Capital | based | ||||||
Share | Share | redemption | payment | Retained Consolidated Statement of Changes in Equity | |||
capital | premium | reserve | reserve | deficit | Total | ||
Note For the year ended 31 December 2023 | £ | £ | £ | £ | £ | £ | |
At 31 December 2021 | ( | ||||||
Loss for the year | ( | ( | |||||
Transactions with owners | |||||||
in their capacity as owners: | |||||||
Share-based payment charge | 19 | ||||||
At 31 December 2022 | ( | ||||||
Loss for the year | ( | ( | |||||
Transactions with owners in their capacity as owners: | |||||||
Share-based payment charge | 19 22 RED CAPITAL PLC | ||||||
At 31 December 2023 | ( The notes on pages 24 to 32 form part of these consolidated financial statements. |
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2023 Consolidated Statement of Cash Flows | 2022 | |
£ | £ | |
Operating activities For the year ended 31 December 2023 | ||
Loss before taxation | ( | ( |
Adjustments for: | ||
Share-based payment charge | ||
Operating cash flows before changes in working capital | ( | ( |
Decrease/ (increase) in trade and other receivables | ( | |
Increase/ (decrease) in trade and other payables | ( | |
Net cash outflows from operating 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 | RED CAPITAL PLC 23 these consolidated financial statements. The notes on pages 24 to 32 form part of these consolidated financial statements. | 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 |
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24 RED CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2023
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RED CAPITAL PLC 25
Notes forming part of the Consolidated Financial Statements
continued
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26 RED CAPITAL PLC
Notes forming part of the Consolidated Financial Statements
continued
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Notes forming part of the Consolidated Financial Statements | ||
continued | ||
2023 | 2022 | |
Number | Number | |
The average number of employees, including Directors, during the year was: | 2 | 2 |
RED CAPITAL PLC 27 |
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Notes forming part of the Consolidated Financial Statements | ||
continued | ||
2023 | 2022 | |
£ | £ | |
Loss before tax | (215,031) | (207,660) |
Tax for financial service companies at 10% (2022: 10%) | (21,503) | (20,766) |
Effect of: | ||
Tax losses on which a deferred tax asset has not been recognised | 21,503 | 20,766 |
Total taxation on loss on ordinary activities | – | – |
2023 Tax losses and unrecognised deferred tax asset carried forward | 2022 | |
£ | £ There are no expiry dates on these tax losses as at the year end. The unrecognised deferred tax asset is | |
Cumulative temporary differences and carry forward tax losses summarised below: | 643,534 | 428,503 |
Unrecognised deferred tax asset on above at 10% (based on the enacted tax rate at the date of signing the financial statements) | 64,353 | 42,850 |
2023 | 2022 | |
£ | £ Earnings per share (“EPS”) is calculated by dividing the loss after tax for the year by the weighted average number | |
Loss used in basic and diluted EPS, being loss after tax | (215,031) | (207,660) |
Adjustments: 10 Earnings per share of shares in issue for the year, these figures being as follows: | ||
Share-based payment charge | 1,567 | 1,567 |
Adjusted earnings used in adjusted EPS | (213,464) they are anti-dilutive, however they may become dilutive in future periods. | (206,093) |
28 RED CAPITAL PLC | ||
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Notes forming part of the Consolidated Financial Statements | ||||
continued | ||||
2023 | 2022 | |
£ | £ | |
Other receivables | 796 | – |
Prepayments 13 Trade and other receivables | 8,490 | 9,947 |
9,286 | 9,947 |
RED CAPITAL PLC 29 | ||
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Notes forming part of the Consolidated Financial Statements | ||
continued | ||
30 RED CAPITAL PLC |
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RED CAPITAL PLC 31
Notes forming part of the Consolidated Financial Statements
continued
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continued | Notes forming part of the Consolidated Financial Statements |
32 RED CAPITAL PLC | |
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RED CAPITAL PLC 33
2023 2022
Note £ £
Administrative expenses (219,092) (207,914)
Operating loss (219,092) (207,914)
Interest receivable 3 4,061 254
Loss on ordinary activities before taxation (215,031) (207,660)
Taxation charge – –
Loss for the year (215,031) (207,660)
All activities in both the current and the prior period relate to continuing operations.
Company Profit and Loss
For the year ended 31 December 2023
The notes on pages 36 to 39 form part of these financial statements.
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34 RED CAPITAL PLC
31 December 31 December 31 December 31 December
2023 2023 2022 2022
Note £ £ £ £
Non-current assets
Investment in subsidiaries 4 10 10
Current assets
Cash and cash equivalents 5 399,766 611,888
Other receivables 6 796 –
Prepayments 6 8,490 9,947
Total current assets 409,052 621,835
Total assets 409,062 621,845
Current liabilities
Trade and other payables 7 54,252 53,571
Total current liabilities 54,252 53,571
Total liabilities 54,252 53,571
Total net assets 354,810 568,274
Equity
Issued share capital 8 100,000 100,000
Share premium 894,998 894,998
Capital redemption reserve 2 2
Share-based payment reserve 3,344 1,777
Retained deficit (643,534) (428,503)
Shareholders’ funds 354,810 568,274
The Company financial statements were approved and authorised for issue by the Board on 23 April 2024
and were signed on its behalf by:
David Williams
Chairman
Company Balance Sheet
As at 31 December 2023
The notes on pages 36 to 39 form part of these financial statements.
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23/4/2024
RED CAPITAL PLC 35
Share-
Capital based
Share Share redemption payment Retained
capital premium reserve reserve deficit Total
£ £ £ £ £ £
At 31 December 2021 100,000 894,998 2 210 (220,843) 774,367
Loss for the year – – – – (207,660) (207,660)
Transactions with owners in
their capacity as owners:
Share-based payment charge – – – 1,567 – 1,567
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 – – – 1,567 – 1,567
At 31 December 2023 100,000 894,998 2 3,344 (643,534) 354,810
Company Statement of Changes in Equity
For the year ended 31 December 2023
The notes on pages 36 to 39 form part of these financial statements.
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36 RED CAPITAL PLC
Notes forming part of the Company Financial Statements
For the year ended 31 December 2023
1 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 2022.
(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
The Company was formed as an acquisition company to seek investment and acquisition opportunities in the
industrial, construction and business services sectors, and software and technology companies which service
those industries.
The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working
capital to execute its operations over the next 12 months. The Company’s unaudited cash balance as at 12 April
2024 was £335,654, and excluding the consummation of any investment or acquisition which will likely require
specific funding, has adequate resources available to fund the on-going forecasted operating expenses for at
least twelve months following approval of the financial statements. The Directors, therefore, have made an
informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that
the Company has 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.
(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.
(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.
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RED CAPITAL PLC 37
Notes forming part of the Company Financial Statements
continued
(i) Disclosure exemptions adopted
In preparing these financial statements the Company has taken advantage of disclosure exemptions conferred
by FRS101. Therefore, these financial statements do not include:
l Certain disclosures regarding the Company's capital
l A statement of cash flows
l The effect of future accounting standards not yet adopted
l The disclosure of the remuneration of key management personnel; and
l 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:
l Share-based payments
l Impairment of assets
l 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.
2 Employees
Staff costs, including Directors, consist of:
2023 2022
£ £
Wages and salaries 50,000 50,000
50,000 50,000
2023 2022
Number Number
The average number of employees, including Directors, during the year was: 2 2
3 Interest receivable
2023 2022
£ £
Bank interest receivable 4,061 254
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38 RED CAPITAL PLC
Notes forming part of the Company Financial Statements
continued
4 Investment in subsidiaries
Shares in
subsidiary
undertakings
£
Cost and net book value
At 31 December 2022 and 31 December 2023 10
Details of the Company’s subsidiaries are shown in Note 11 of the consolidated financial statements.
5 Cash and cash equivalents
2023 2022
£ £
Cash and cash equivalents 399,766 611,888
399,766 611,888
6 Trade and other receivables
2023 2022
£ £
Other receivables 796 –
Prepayments 8,490 9,947
9,286 9,947
All amounts shown under receivables fall due for payment within one year.
7 Trade and other payables
2023 2022
£ £
Amounts due to subsidiary undertakings 10 10
Accruals 54,242 53,561
54,252 53,571
Amounts due to subsidiary undertakings are interest-free and repayable on demand.
8 Share capital
Allotted, called up and fully paid
2023 2022 2023 2022
Number Number £ £
Ordinary shares of 1p each 10,000,000 10,000,000 100,000 100,000
For the full details of the share capital movements in the year, please see Note 16 of the consolidated financial
statements.
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RED CAPITAL PLC 39
Notes forming part of the Company Financial Statements
continued
9 Related party transactions
Other transactions
On 1 November 2021, the Company entered into an arm’s length strategic advisory agreement with Tessera (a
company which is a shareholder in 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 Company.
Tessera is entitled to be paid a fixed monthly retainer fee of £5,000 per month payable in arrears. A discretionary
transaction success fee payable to Tessera may be agreed between the Company and Tessera with such payment
payable on successful completion of an acquisition by the Company. As at 31 December 2023, Tessera was owed
£Nil (2022: £6,243) by the Company for accrued monthly retainer fees.
Transactions with other Group companies have not been disclosed as permitted by FRS101, as the Group
companies are wholly owned.
10 Contingent liabilities
There are no contingent liabilities at the reporting date which would have a material impact on the financial
statements.
11 Post balance sheet events
There are no events subsequent to the reporting date which would have a material impact on the financial
statements.
12 Ultimate controlling party
In the opinion of the Directors, there is no single ultimate controlling party.
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Perivan.com
268308
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