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REDC Red Capital Plc

29.50
0.00 (0.00%)
24 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Red Capital Plc LSE:REDC London Ordinary Share JE00BLB56J12 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 29.50 28.00 31.00 29.50 29.50 29.50 0.00 08:00:09
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Offices-holdng Companies,nec 0 -208k -0.0208 -14.18 2.95M

Red Capital PLC Full Year Results for the period ended 31 Dec 2022 (6754X)

27/04/2023 7:00am

UK Regulatory


Red Capital (LSE:REDC)
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TIDMREDC

RNS Number : 6754X

Red Capital PLC

27 April 2023

27 April 2023

Red Capital Plc

("Red Capital" or the "Company")

Full Year Results for the period ended 31 December 2022

Red Capital Plc (LSE: REDC) has today published its Annual Report and Financial Statements for the period ended 31 December 2022 (the "Annual Report").

In accordance with Listing Rule 9.6.1 copies of the Annual Report have been submitted to the UK Listing Authority and will shortly be available to view on the Company's website at https://www.redcapitalplc.com/ and will be shortly available for inspection from the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanis m .

LEI: 213800O4A398G6GL7270

Enquiries

 
 Tessera Investment Management 
  Limited 
  Tony Morris                        +44 (0) 7742 189145 
 

Chairman's Statement

I am pleased to present the financial results for Red Capital Plc ("Red" or the "Company") and its subsidiary (together the "Group") for the year ended 31 December 2022.

Since establishing the Company we have remained focused on executing our strategy and continue to assess investment and acquisition opportunities where we believe there to be sustainable growth potential both organically, and through acquisition. These will typically be fundamentally sound assets, where tangible opportunities exist to drive strategic, operational and performance improvements.

Despite continuing general macroeconomic and geopolitical uncertainty, we remain extremely positive regarding prospects within our chosen areas of focus across business services and technology sectors, and we look forward to updating shareholders in due course as our investment and acquisition plans develop during the new financial year.

I would also like to take this opportunity to thank our shareholders for both their support and patience while we diligently continue to source and evaluate a number of exciting propositions, that if secured, we believe have the potential to deliver value for our shareholders.

David Williams

Chairman

26 April 2023

Report of the Directors

The Directors of the Company present their report for the year ended 31 December 2022.

PRINCIPAL ACTIVITY AND BUSINESS REVIEW

For the financial year ended 31 December 2022, the Group and Company's principal activities were that of a holding group and company respectively. The Group and Company have actively pursued their strategy through the sourcing and assessment of acquisition and investment opportunities in the business services and technology sectors.

RESULTS

During the year, Red recorded a loss of GBP207,660 (2021: loss of GBP220,843) and the loss per share was 2.08p (2021: loss per share of 11.49p), reflecting moderate monthly operating expenses of the Group. The Group and Company had cash reserves at the end of the year of GBP611,888 (2021: GBP829,065).

DIVIDS

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 21 April 2023 was GBP542,301, 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.

As the Company had not completed its first investment or acquisition in the period, 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 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 2022 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

There have been no significant post balance sheet events. See 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 2022, there were 10,000,000 ordinary shares of 1p par value each in issue.

SIGNIFICANT SHAREHOLDERS

As at 21 April 2023, 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% 
The Bank of New York (Nominees) Limited        546,000        5.5% 
Vidacos Nominees Limited                       400,000        4.0% 
Hargreaves Lansdown (Nominees) Limited         322,096        3.2% 
Mark Best                                      300,000        3.0% 
David Jenkins                                  300,000        3.0% 
Guy Le Sueur                                   300,000        3.0% 
Robin Southwell OBE                            300,000        3.0% 
Giles Willits                                  300,000        3.0% 
----------------------------------------  ------------  ---------- 
 

As at 21 April 2023, the Directors in aggregate held 5,500,000 ordinary shares, which represents 55 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

David has significant 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 GBP1 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 Waste Recycling Group Plc, and Non-Executive director of Breedon Group plc (AIM: 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

Simon is a highly experienced software and technology entrepreneur, and is currently Group Chief Executive O cer of Vistra, a global leader in fund administration and corporate services. Prior to this he was Chief Executive O cer 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 GBP50 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 o ce during the year and their beneficial interest in the share capital of the Company at 31 December 2022 were as follows:

 
                 31 December 
                        2022 
---------------  ----------- 
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 GBP30,000 and GBP20,000 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 of their duties as Directors. The Company does not operate a pension scheme.

 
                                   31 December 
                         Benefits         2022 
                 Salary   in kind        Total 
Director            GBP       GBP          GBP 
David Williams   30,000         -       30,000 
Simon Webster    20,000         -       20,000 
---------------  ------  --------  ----------- 
                 50,000         -       50,000 
---------------  ------  --------  ----------- 
 

In addition to the Directors' fee entitlements outlined above, the Directors are also participants in the Subco Incentive Scheme and holders of warrants as detailed below.

SUBCO INCENTIVE SCHEME

The Directors believe that the success of the Company will depend to a high degree on the future performance of key employees and advisers in executing and supporting the Company's growth strategy. The Company has therefore established equity-based incentive arrangements which are, and will continue to be, an important means of retaining, attracting and motivating key employees, consultants and advisers, and also for aligning the interests of the Directors with those of shareholders.

On 12 November 2021, the Group created a new Subco Incentive Scheme within its wholly owned subsidiary Red Capital Subco Limited. Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares at the election of the Company.

Under these arrangements in place, participants are entitled up to 15 per cent. of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period of between three and five years from Admission, or following a change of control of the Company or Subco.

In order to implement the Subco Incentive Scheme, the Company as sole shareholder of Subco, approved the creation of a new share class in Subco (the "B Shares"). At the same time the Subco's existing ordinary shares were redesignated A Shares. The B Shares do not have voting or dividend rights.

On 12 November 2021, David Williams, Chairman of the Company, Simon Webster, a Non-Executive Director of the Company, and Kathleen Long and Anthony Morris, Directors of Tessera Investment Management Limited, 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.

 
                         Subco 
Participant      B shares held 
---------------  ------------- 
David Williams          50,000 
Simon Webster           40,000 
Kathleen Long           10,000 
Anthony Morris          10,000 
---------------  ------------- 
                       110,000 
---------------  ------------- 
 

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 GBP10 million at a price of GBP0.10 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.

 
                                                    No. of 
                                                  ordinary 
                                                    shares 
                                                  to which 
                                  Exercise             the 
Participant       Date of grant      price   grant relates 
---------------  --------------  ---------  -------------- 
                    15 November 
David Williams             2021    GBP0.10       3,500,000 
                    15 November 
Simon Webster              2021    GBP0.10       2,000,000 
---------------  --------------  ---------  -------------- 
                                                 5,500,000 
  ----------------------------------------  -------------- 
 

CORPORATE GOVERNANCE

As a Jersey company and a company with a Standard Listing, 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 Prospectus. 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 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.

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 O cial 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 year 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 Directors may give formal presentations at investor road shows following the announcement of interim and full year results.

Notice of this year's Annual General Meeting will shortly be sent to shareholders.

DISCLOSURE OF INFORMATION TO THE INDEPENT AUDITOR

So far as the Directors are aware, there is no relevant audit information of which the Group and Company's independent 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 independent 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 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.

INDEPENT AUDITOR

The independent auditor, MHA MacIntyre Hudson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD

David Williams

Chairman

26 April 2023

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 year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the United Kingdom ("IFRS"). 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 su cient 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 independent auditors does not involve the consideration of these matters and, accordingly, the independent auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website. Legislation in Jersey governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2022

 
                                                                      9 month 
                                                     Year ended  period ended 
                                                    31 December   31 December 
                                                           2022          2021 
                                              Note          GBP           GBP 
--------------------------------------------  ----  -----------  ------------ 
Administrative expenses                               (207,914)     (220,843) 
--------------------------------------------  ----  -----------  ------------ 
Operating loss                                   6    (207,914)     (220,843) 
Interest receivable                                         254             - 
--------------------------------------------  ----  -----------  ------------ 
Loss on ordinary activities before taxation           (207,660)     (220,843) 
Taxation charge                                  7            -             - 
--------------------------------------------  ----  -----------  ------------ 
Loss and total comprehensive loss for the 
 year/period                                          (207,660)     (220,843) 
--------------------------------------------  ----  -----------  ------------ 
Loss per share (pence) 
Basic and diluted                                8      (2.08p)      (11.49p) 
--------------------------------------------  ----  -----------  ------------ 
 

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

The notes below form part of these consolidated financial statements.

Consolidated Statement of Financial Position

As at 31 December 2022

 
                                    31 December  31 December  31 December  31 December 
                                           2022         2022         2021         2021 
                              Note          GBP          GBP          GBP          GBP 
----------------------------  ----  -----------  -----------  -----------  ----------- 
Current assets 
Cash and cash equivalents       11      611,888                   829,065 
Trade and other receivables     12        9,947                     2,583 
----------------------------  ----  -----------  -----------  -----------  ----------- 
Total current assets                                 621,835                   831,648 
----------------------------  ----  -----------  -----------  -----------  ----------- 
Total assets                                         621,835                   831,648 
----------------------------  ----  -----------  -----------  -----------  ----------- 
Current liabilities 
Trade and other payables        13       53,561                    57,281 
----------------------------  ----  -----------  -----------  -----------  ----------- 
Total current liabilities                             53,561                    57,281 
----------------------------  ----  -----------  -----------  -----------  ----------- 
Total liabilities                                     53,561                    57,281 
----------------------------  ----  -----------  -----------  -----------  ----------- 
Total net assets                                     568,274                   774,367 
----------------------------  ----  -----------  -----------  -----------  ----------- 
Equity 
Issued share capital            15                   100,000                   100,000 
Share premium                   16                   894,998                   894,998 
Capital redemption reserve      16                         2                         2 
Share-based payment reserve     18                     1,777                       210 
Retained deficit                16                 (428,503)                 (220,843) 
----------------------------  ----  -----------  -----------  -----------  ----------- 
Total equity                                         568,274                   774,367 
----------------------------  ----  -----------  -----------  -----------  ----------- 
 

The consolidated financial statements were approved and authorised for issue by the Board on 26 April 2023 and were signed on its behalf by:

David Williams

Chairman

The notes below form part of these consolidated financial statements.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2022

 
                                                                 Share- 
                                                       Capital    based 
                                    Share    Share  redemption  payment   Retained 
                                  capital  premium     reserve  reserve    deficit      Total 
                            Note      GBP      GBP         GBP      GBP        GBP        GBP 
--------------------------  ----  -------  -------  ----------  -------  ---------  --------- 
Balance at incorporation 
 date                                   2        -           -        -          -          2 
Loss for the period                     -        -           -        -  (220,843)  (220,843) 
Transactions with owners 
in their capacity as 
 owners: 
Issue of new ordinary 
 shares                       15   99,998  899,998           2        -          -    999,998 
Ordinary share issue 
 costs                                  -  (5,000)           -        -          -    (5,000) 
Share-based payment           18        -        -           -      210          -        210 
--------------------------  ----  -------  -------  ----------  -------  ---------  --------- 
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           18        -        -           -    1,567          -      1,567 
--------------------------  ----  -------  -------  ----------  -------  ---------  --------- 
At 31 December 2022               100,000  894,998           2    1,777  (428,503)    568,274 
--------------------------  ----  -------  -------  ----------  -------  ---------  --------- 
 

The notes below form part of these consolidated financial statements.

Consolidated Statement of Cash Flows

For the year ended 31 December 2022

 
                                                                              9 month 
                                                             Year ended  period ended 
                                                            31 December   31 December 
                                                                   2022          2021 
                                                                    GBP           GBP 
----------------------------------------------------------  -----------  ------------ 
Operating activities 
Loss before taxation                                          (207,660)     (220,843) 
Adjustments for: 
Share-based payment charge                                        1,567           210 
----------------------------------------------------------  -----------  ------------ 
Operating cash flows before changes in working 
 capital                                                      (206,093)     (220,633) 
Increase in trade and other receivables                         (7,364)       (2,583) 
(Decrease)/increase in trade and other payables                 (3,720)        57,281 
----------------------------------------------------------  -----------  ------------ 
Net cash outflows from operating activities                   (217,177)     (165,935) 
----------------------------------------------------------  -----------  ------------ 
Financing activities 
Issue of ordinary shares                                              -     1,000,000 
Ordinary share issue costs                                            -       (5,000) 
----------------------------------------------------------  -----------  ------------ 
Net cash inflows from financing activities                            -       995,000 
----------------------------------------------------------  -----------  ------------ 
Net (decrease)/ increase in cash and cash equivalents         (217,177)       829,065 
Cash and cash equivalents at beginning of the year/period       829,065             - 
----------------------------------------------------------  -----------  ------------ 
Cash and cash equivalents at end of the year/period             611,888       829,065 
----------------------------------------------------------  -----------  ------------ 
 

The notes below form part of these consolidated financial statements.

Notes forming part of the Consolidated Financial Statements

For the year ended 31 December 2022

1 General information

The Company was incorporated in the prior period on 31 March 2021 as Red Capital Limited, a private limited company under the laws of Jersey with registered number 134737. On 11 November 2021 the Company was re--registered as an unlisted public limited company and its name was changed to Red Capital Plc. On 19 November 2021 the Company shares were admitted to trading onto the Main Market of the London Stock Exchange. The Company is the parent company of Red Capital Subco Limited (a private limited company under the laws of Jersey with registered number 134741).

The address of its registered o ce is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Group has been incorporated for the purpose of identifying suitable acquisition opportunities in accordance with the Group's investment and acquisition strategy with a view to creating shareholder value. The Group will retain a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so. This will include transactions with target companies located in the UK and internationally.

2 Accounting policies

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in theses consolidated financial statements.

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

(a) Basis of preparation

These consolidated financial statements have been prepared in accordance with the requirements of International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the requirements of the Companies (Jersey) Law 1991.

The consolidated financial statements are prepared on the historical cost basis.

The comparative figures presented cover the nine-month period from incorporation on 31 March 2021 to 31 December 2021.

(b) Basis of consolidation

The consolidated financial statements present the results of the Company and its subsidiaries (the "Group") as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.

Where the Group has control over a Company, it is classified as a subsidiary. The Group controls a Company if all three of the following elements are present: power over the Company, exposure to variable returns from the Company, and the ability of the Group to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the consolidated statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The acquisition related costs are included in the consolidated statement of comprehensive income on an accruals basis. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained.

(c) Functional and presentational currency

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

(d) Going concern

The Directors, having made due and careful enquiry, are of the opinion that the Group has adequate working capital to execute its operations over the next 12 months. The Group's unaudited cash balance as at 21 April 2023 was GBP542,301, 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 Group 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) Employee benefits

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit--sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(f) Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or equity respectively.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates and laws enacted or substantively enacted at the balance sheet date.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

(g) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term deposits with an original maturity of three months or less from inception, held for meeting short term commitments.

(h) Financial assets and liabilities

The Group's financial assets and liabilities comprise cash and cash equivalents and accruals. Financial assets are stated at amortised cost less provision for expected credit losses. Financial liabilities are stated at amortised cost.

(i) Share-based payments

The Group operates an equity-settled share-based payment plan. The fair value of the employee services received in exchange for the grant of options is recognised as an expense over the vesting period, based on the Group's estimate of awards that will eventually vest, with a corresponding increase in equity as a share-based payment reserve.

This plan includes market-based vesting conditions for which the fair value at grant date reflects and are therefore not subsequently revisited. The fair value is determined using a binomial model.

(j) Warrants

Warrants issued as part of share issues have been determined as equity instruments under IAS 32. Since the fair value of the shares issued at the same time as the warrants is equal to the price paid, these warrants, by deduction, are considered to have been issued at fair value.

(k) Accounting standards issued

The following amendments to standards were issued and adopted in the year, with no material impact on the financial statements (all effective for annual periods beginning on or after 1 January 2022):

   --         Reference to the Conceptual Framework - Amendments to IFRS 3 
   --         Onerous Contracts - Cost of Fulfilling a Contract - Amendments to IAS 37 
   --         Annual Improvements to IFRS Standards 2018-2020 

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

(l) Standards in issue but not yet effective

At the date of authorisation of these financial statements there were amendments to standards which were in issue, but which were not yet effective, and which have not been applied. The principal ones are detailed below. The Directors do not expect the adoption of these amendments to standards to have a material impact on the financial statements.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)

-- The amendments narrow the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting temporal differences e.g. leases and decommissioning liabilities.

-- For such transactions, the associated deferred tax assets and liabilities will need to be recognised from the beginning of the earliest comparative period presented, with any cumulative effect recognised as an adjustment to retained earnings or other components of equity at that date.

-- For all other transactions, the amendments apply to transactions that occur after the beginning of the earliest period presented.

-- The amendments are effective for financial years beginning on or after 1 January 2023 and are endorsed by the UK Endorsement Board ("UKEB").

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

-- The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures.

-- The amendments are effective for financial years beginning on or after 1 January 2023 and are endorsed by the UKEB.

Definition of Accounting Estimates (Amendments to IAS 8)

-- The amendments clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events.

-- The amendments are effective for financial years beginning on or after 1 January 2023 and are endorsed by the UKEB.

Non-Current Liabilities with Covenants (Amendments to IAS 1)

-- The amendments to IAS 1 specify that covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date.

-- The amendments require a company to disclose more information regarding loan covenants in the notes to the financial statements and require identification of which loans are affected by covenants.

-- The amendments are effective for financial years beginning on or after 1 January 2024 and are not yet endorsed by the UKEB.

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

-- The amendments, as issued in 2020, aim to clarify the requirements on determining whether a liability is current or non-current, and apply for annual reporting periods beginning on or after 1 January 2023.

-- The International Accounting Standards Board ("IASB") has subsequently proposed further amendments to IAS 1 and the deferral of the effective date of the 2020 amendments to no earlier than 1 January 2024. The amendments are not yet endorsed by the UKEB.

IFRS 17 Insurance Contracts

-- IFRS 17 replaces IFRS 4 and sets out substantial requirements for the accounting of insurance contracts along with detailed disclosure.

-- The Group and Company are not insurers and have not previously entered into contracts that fall within the scope of IFRS 4 to be treated as insurance contracts. Therefore, this standard is not deemed to be relevant to the Group at this time and is not expected to have a significant impact on the Group's consolidated financial statements.

-- The new standard is effective for financial years beginning on or after 1 January 2023 has been endorsed by the UKEB.

Lease liability in a sale and leaseback transaction (Amendments to IFRS 16)

-- The amendments to IFRS 16 change the basis of calculation of a gain or loss arising on a sale and leaseback transaction to better reflect in terms of economic substance, the lessee's retained ownership interest.

-- The Group and Company do not currently hold any sale and leaseback arrangements. Therefore, these amendments are not deemed to be relevant to the Group at this time and are not expected to have a significant impact on the Group's consolidated financial statements.

-- The amendments are effective for financial years beginning on or after 1 January 2023 and are not yet endorsed by the UKEB.

3 Accounting estimates and judgements

In preparing the consolidated financial statements, the Directors have to make judgments on how to apply the Group's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the consolidated financial statements with the exception of the valuation of share-based payments. Please see Note 18 for further details.

4 Employees

Staff costs, including Directors, consist of:

 
                                       9 month 
                      Year ended  period ended 
                     31 December   31 December 
                            2022          2021 
                             GBP           GBP 
-------------------  -----------  ------------ 
Wages and salaries        50,000         5,890 
-------------------  -----------  ------------ 
                          50,000         5,890 
-------------------  -----------  ------------ 
 
 
                                                                          9 month 
                                                         Year ended  period ended 
                                                        31 December   31 December 
                                                               2022          2021 
                                                             Number        Number 
------------------------------------------------------  -----------  ------------ 
The average number of employees, including Directors, 
 during the year was:                                             2             2 
------------------------------------------------------  -----------  ------------ 
 

5 Directors' remuneration

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

 
                                          9 month 
                         Year ended  period ended 
                        31 December   31 December 
                               2022          2021 
                                GBP           GBP 
----------------------  -----------  ------------ 
Directors' emoluments        50,000         5,890 
----------------------  -----------  ------------ 
                             50,000         5,890 
----------------------  -----------  ------------ 
 

6 Operating profit / (loss)

 
                                                                      9 month 
                                                     Year ended  period ended 
                                                    31 December   31 December 
                                                           2022          2021 
                                                            GBP           GBP 
--------------------------------------------------  -----------  ------------ 
This has been arrived at after charging: 
Professional services                                   117,927        60,491 
Listing expenses                                              -       106,473 
Fees payable to the Company's independent auditor 
 for the audit of the parent 
 and consolidated accounts                               22,000        20,000 
--------------------------------------------------  -----------  ------------ 
 

7 Taxation

 
                                                                      9 month 
                                                     Year ended  period ended 
                                                    31 December   31 December 
                                                           2022          2021 
                                                            GBP           GBP 
--------------------------------------------------  -----------  ------------ 
Jersey corporation tax 
Corporation tax on loss for the year                          -             - 
--------------------------------------------------  -----------  ------------ 
Total taxation on loss on ordinary activities                 -             - 
--------------------------------------------------  -----------  ------------ 
                                                                      9 month 
                                                     Year ended  period ended 
                                                    31 December   31 December 
                                                           2022          2021 
                                                            GBP           GBP 
--------------------------------------------------  -----------  ------------ 
Loss before tax                                       (207,660)     (220,843) 
--------------------------------------------------  -----------  ------------ 
Tax for financial service companies at 10% (2021: 
 10%)                                                  (20,766)      (22,084) 
Effect of: 
Tax losses on which a deferred tax asset has not 
 been recognised                                         20,766        22,084 
--------------------------------------------------  -----------  ------------ 
Total taxation on loss on ordinary activities                 -             - 
--------------------------------------------------  -----------  ------------ 
 

Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and carry forward tax losses/credits can be utilised. Accordingly, the Group has not recognised deferred tax assets in respect of deductible temporary differences and carry forward tax losses as at 31 December 2022 and 31 December 2021 respectively, as it is not probable at year end that relevant taxable profits will be available in future based on the current activities of the Group as a holding group. There are no expiry dates on these tax losses as at the yearend. The unrecognised deferred tax asset is summarised below:

Tax losses and unrecognised deferred tax asset carried forward

 
                                                           2022     2021 
                                                            GBP      GBP 
------------------------------------------------------  -------  ------- 
Cumulative temporary differences and carry forward 
 tax losses                                             428,503  220,843 
Unrecognised deferred tax asset on above at 10% 
 (based on the 
enacted tax rate at the date of signing the financial 
 statements)                                             42,850   22,084 
------------------------------------------------------  -------  ------- 
 

8 Earnings per share

Earnings per share 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:

 
                                                                   9 month 
                                                  Year ended  period ended 
                                                 31 December   31 December 
                                                        2022          2021 
                                                         GBP           GBP 
-----------------------------------------------  -----------  ------------ 
Loss used in basic and diluted EPS, being loss 
 after tax                                         (207,660)     (220,843) 
Adjustments: 
Share-based payment charge                             1,567           210 
Adjusted earnings used in adjusted EPS             (206,093)     (220,633) 
-----------------------------------------------  -----------  ------------ 
 

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.

 
                                                                     9 month 
                                                    Year ended  period ended 
                                                   31 December   31 December 
                                                          2022          2021 
                                                        Number        Number 
-------------------------------------------------  -----------  ------------ 
Weighted average number of ordinary shares of 1p 
 each used as the 
denominator in calculating basic and diluted EPS    10,000,000     1,922,729 
-------------------------------------------------  -----------  ------------ 
Earnings/(loss) per share 
Basic and diluted                                      (2.08p)      (11.49p) 
Adjusted - basic and diluted                           (2.06p)      (11.47p) 
-------------------------------------------------  -----------  ------------ 
 

9 Adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA)

 
                                               9 month 
                              Year ended  period ended 
                             31 December   31 December 
                                    2022          2021 
                                     GBP           GBP 
Loss before tax                (207,660)     (220,843) 
---------------------------  -----------  ------------ 
EBITDA loss                    (207,660)     (220,843) 
Share-based payment charge         1,567           210 
---------------------------  -----------  ------------ 
Adjusted EBITDA loss           (206,093)     (220,663) 
---------------------------  -----------  ------------ 
 

10 Subsidiaries

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

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

The address of the registered o ce of Red Capital Subco Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 31 March 2021.

The A ordinary shares have full voting rights, full rights to participate in a dividend and full rights to participate in a distribution of capital. The B ordinary shares have been issued pursuant to the Company's Subco Incentive Scheme.

11 Cash and cash equivalents

 
                               2022     2021 
                                GBP      GBP 
--------------------------  -------  ------- 
Cash and cash equivalents   611,888  829,065 
--------------------------  -------  ------- 
                            611,888  829,065 
--------------------------  -------  ------- 
 

12 Trade and other receivables

 
               2022   2021 
                GBP    GBP 
------------  -----  ----- 
Prepayments   9,947  2,583 
------------  -----  ----- 
              9,947  2,583 
------------  -----  ----- 
 

13 Trade and other payables

 
                                     2022    2021 
                                      GBP     GBP 
---------------------------------  ------  ------ 
Current trade and other payables 
Accruals                           53,561  57,281 
---------------------------------  ------  ------ 
                                   53,561  57,281 
---------------------------------  ------  ------ 
 

14 Financial instruments

The Group's financial assets and liabilities comprise cash, and trade and other payables. The carrying value of all financial assets and liabilities equals fair value given their short-term nature.

 
                             Financial assets measured 
                                         at 
                                   amortised cost 
                            --------------------------- 
                                     2022          2021 
                                      GBP           GBP 
--------------------------  -------------  ------------ 
Current financial assets 
Cash and cash equivalents         611,888       829,065 
--------------------------  -------------  ------------ 
                                  611,888       829,065 
--------------------------  -------------  ------------ 
 
 
                                 Financial liabilities 
                                      measured at 
                                     amortised cost 
                                ----------------------- 
                                       2022        2021 
                                        GBP         GBP 
------------------------------  -----------  ---------- 
Current financial liabilities 
Accruals                             53,561      57,281 
------------------------------  -----------  ---------- 
                                     53,561      57,281 
------------------------------  -----------  ---------- 
 

Credit risk

The Group's credit risk is wholly attributable to its cash balance. All cash balances are held at a reputable bank in Jersey. The credit risk from its cash and cash equivalents is deemed to be low due to the nature and size of the balances held.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

The Group's approach to liquidity risk is to ensure that su cient liquidity is available to meet foreseeable requirements and to invest funds securely and profitably.

The following table details the contractual maturity of financial liabilities based on the dates the liabilities are due to be settled:

Financial liabilities:

 
                             Less                        More 
                      than 1 year  2 to 5 Years  than 5 years   Total 
                              GBP           GBP           GBP     GBP 
--------------------  -----------  ------------  ------------  ------ 
Accruals                   53,561             -             -  53,561 
--------------------  -----------  ------------  ------------  ------ 
At 31 December 2022        53,561             -             -  53,561 
--------------------  -----------  ------------  ------------  ------ 
 

15 Share capital

 
                                 Allotted, called up and fully paid 
                              ---------------------------------------- 
                                    2022        2021     2022     2021 
                                  Number      Number      GBP      GBP 
----------------------------  ----------  ----------  -------  ------- 
Ordinary shares of 1p each:   10,000,000  10,000,000  100,000  100,000 
----------------------------  ----------  ----------  -------  ------- 
At 31 December 2022           10,000,000  10,000,000  100,000  100,000 
----------------------------  ----------  ----------  -------  ------- 
 

On incorporation on 31 March 2021, the Company had an authorised share capital of GBP10,000 divided into 10,000 ordinary shares of par value of GBP1 each, of which one ordinary share was issued to each of David Williams, Chairman of the Company and Tessera Investment Management Limited. The two ordinary shares were each issued for consideration of GBP1.00 per share.

On 28 October 2021, the Company sub-divided its share capital. Pursuant to the sub-division, the two ordinary shares of GBP1.00 each in the issued share capital of the Company were split into 200 ordinary shares. Following the sub--division, 180 ordinary shares were re-designated as deferred shares of par value GBP0.01 each. Following the sub--division and re-designation, the issued share capital of the Company was comprised of 20 ordinary shares and 180 deferred shares and the Company had an authorised share capital of GBP10,000 divided into 999,800 ordinary shares of par value GBP0.01 each and 200 deferred shares of a par value GBP0.01 each. The deferred shares were redeemed and subsequently cancelled, with a capital redemption reserve created of equivalent value as per Note 16.

On 28 October 2021, in accordance with article 5B of the Articles, the Company redeemed for nil consideration the deferred shares. Any amounts standing to the credit of any nominal or share premium account relating to deferred shares that were redeemed were credited to a capital reserve of the Company and are available for use in accordance with the Companies Law.

On 29 October 2021, the Company increased its authorised share capital to GBP100,000 and issued and allotted 5,999,980 ordinary shares at a price of GBP0.10 per ordinary share to the certain shareholders and investors, for aggregate consideration of GBP599,998 in cash. Immediately following that issue and allotment, the issued share capital of the Company was comprised of 6,000,000 ordinary shares.

Pursuant to the IPO Placing, 4,000,000 ordinary shares were issued and allotted at a price of GBP0.10 per ordinary shares to certain new investors, for aggregate consideration of GBP400,000 in cash. Warrants with the right to subscribe for further ordinary shares in the Company were issued for every ordinary share subscribed for.

Immediately following the issue and allotment, the Company's issued share capital increased to 10,000,000 ordinary shares.

All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders' meeting of the Company.

16 Reserves

Share premium and retained earnings represent balances conventionally attributed to those descriptions. The transaction costs relating to the issue of shares was deducted from share premium.

Capital redemption reserve includes amounts in relation to deferred shared capital.

The Group having no regulatory capital or similar requirements, its primary capital management focus is on maximising earnings per share and therefore shareholder return.

The Directors have proposed that there will be no final dividend in respect of 2022 (2021: GBPNil).

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 GBP0.10 which have a weighted average contractual life of 3 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 GBP1,567 (2021: GBP210) 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 binominal model. The expense is apportioned over the vesting period of the option and is based on the number which are expected to vest and the fair value of these options at the date of grant.

The inputs into the binomial model in respect of options granted in the prior period are as follows:

 
Opening share price                          10.0p 
-----------------------------------------  ------- 
Expected volatility of share price          16.67% 
Expected life of options                   5 years 
Risk-free rate                               0.92% 
Target increase in share price per annum     12.5% 
Fair value of options                       7.152p 
-----------------------------------------  ------- 
 

Expected volatility was estimated by reference to the average 5-year volatility of the FTSE SmallCap Index.

The target increase in Shareholder Value is laid out in the Articles of Association of the Subco and represents the compounded target annual increase in market capitalisation (adjusted for capital raises and dividends) that needs to be met between the third and the fifth anniversary of the Group's admission onto Main Market of the London Stock Exchange in order for the scheme to vest.

The Group did not enter into any share-based payment transactions with parties other than employees and advisors during the current or prior period.

19 Related party transactions

Transactions with key management personnel

Key management personnel comprise the Directors and executive o cers. The remuneration of the individual Directors is disclosed in the Report of Directors.

Other transactions - Group

On 1 November 2021, the Company entered into an arm's length strategic advisory agreement with Tessera Investment Management Limited, 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 was paid an initial transaction success fee of GBP50,000 (plus VAT) on admission for transaction management services provided to the Company in connection with admission and capital raising activities.

From admission, Tessera continues to provide strategic advisory services to the Company, including general corporate advice, and acquisition and capital raising transaction support, and is entitled to be paid a fixed monthly retainer fee of GBP5,000 (plus VAT) 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 2022, Tessera was owed GBP6,243 (2021: GBP6,935 plus VAT) by the Company for accrued monthly retainer fees.

20 Post balance sheet events

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

21 Contingent liabilities

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

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