Half-year Results

Red Capital Plc (LSE: REDC, "Red" or the "Company") announces its unaudited condensed interim results for the six month period to 30 June 2025.

Strategy

Red was established in 2021 to undertake one or more investment and / or acquisition opportunities of businesses operating within the UK or internationally across certain sectors.

The Company retains 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.

The Company's strategic aim is to drive shareholder value through the acquisition of target companies in certain sectors where the Board believes there to be sustainable growth opportunities both organically, and through acquisition. Sectors of particular focus include business services and technology.

The Company is the parent company of Red Capital Subco Limited (a private limited company under the laws of Jersey with registered number 134741) and together will be referred to as the "Group" in these accounts.

Results and developments in the six month period to 30 June 2025

The Group's loss after taxation was £99,548 (six month period to 30 June 2024: loss of £110,517). This principally reflected operating expenses incurred as a listed business of £99,802 (six month period to 30 June 2024: £111,803).

The Group generated a loss per share of £0.01 (six month period to 30 June 2024: loss per share of £0.01).

As a result of tight cost control and moderate operating expenses, as at 30 June 2025, Red's cash balance was £40,765 (31 December 2024: £160,427).

On 18 June 2025, the Company held its Annual General Meeting in which all resolutions were unanimously passed.

Risks

As the Company has yet to complete an investment or acquisition, it has limited financial statements and / or historical financial data, and limited trading history. As such, the Group and Company during the period were subject to the risks and uncertainties associated with an early-stage acquisition company.

The Directors are of the opinion that these risks, which were detailed further in Red's published final results for the financial year ended 31 December 2024, remain applicable to the Group and Company.

Dividend

At this point in the Company's development, it does not anticipate declaring any dividends in the foreseeable future. Following the Company's inaugural investment or acquisition, the Directors will determine an appropriate dividend policy for Red.

Outlook

During the period, and post period end, Red has continued to pursue its investment and acquisition strategy and is currently assessing opportunities within its chosen sectors of interest. These include successful businesses with the potential for high growth that are seeking to partner with, and leverage the benefits of, the Board's experience and that of the wider Red team. The Directors look forward to updating shareholders in due course.

Statement of Directors' responsibilities

By order of the Board

David Williams

Chairman

The accompanying notes form part of these interim condensed consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2025

The accompanying notes form part of these interim condensed consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2024 (Unaudited)

The accompanying notes form part of these interim condensed consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2025

As the Group does not have any financing liabilities outside of working capital and has no cashflows from financing activities in both periods presented, no separate net debt reconciliation has been presented within these interim condensed consolidated financial statements.

The accompanying notes form part of these interim condensed consolidated financial statements.

NOTES TO THE GROUP FINANCIAL INFORMATION

For the six months ended 30 June 2025

General information

The address of its registered office is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey.

Basis of preparation

Comparative figures

Statutory accounts

Going concern

The Directors, having made due and careful enquiry, are of the opinion that the Group and Company have adequate working capital to execute their operations over the next 12 months ("the going concern period"). The Group and Company's unaudited cash balance as at 18 September 2025 was £207. Excluding the consummation of any investment or acquisition which will likely require specific funding, the Group and Company have adequate resources available to it to fund the on-going forecast operating expenses during the going concern period as a result of an undertaking of the provision of financial support provided by the Directors to the Group, and by other shareholders of the Company. The Directors, therefore, have made an informed judgement at the time of approving the interim condensed consolidated 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 interim condensed consolidated financial statements.

Significant accounting policies

Basis of consolidation

Functional and presentational currency

Interest receivable

Employee benefits

Taxation

Tax on the profit or loss for the period 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.

Cash and cash equivalents

Financial assets and liabilities

Equity

Share capital is measured at the par value.

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

Share-based payments

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. No warrants have been exercised in the period or recognised in these interim consolidated financial statements. For further details of the warrants issued please refer to the Group's latest annual report at 31 December 2024.

Related party transactions

Standards in issue but not yet effective

• Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after 1 January 2026)
• IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027
• IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027)

Critical accounting estimates and judgments

In preparing the interim condensed 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 interim condensed consolidated financial statements with the exception of the valuation of share-based payments. Please see Note 15 for further details.

Interest receivable

The address of the registered office of Red Capital Subco Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 31 March 2021 and prepares its own financial statements for the period ended 31 December each year.

Cash and cash equivalents

Financial risk management objectives and policies

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

Credit risk

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to liquidity risk is to ensure that sufficient liquidity is available to meet foreseeable requirements and to invest funds securely and profitably.

Share capital

Allocated, called up and fully paid

Reserves

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

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

• Share incentive plan
• Share-based payments

These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 per cent. compound per annual 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 B share options have a weighted average contractual life of 1 years 4 months. No B share options were issued in the six months ended 30 June 2025 and all B share options remained outstanding at the period end. No B share options were exercised in the period. No B share options have expired during the period. The weighted average exercise price of the outstanding 110,000 B share options is £Nil.

The Group recognised £784 (six months ended 30 June 2024: £784) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the period.

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

Related party transactions

Transactions with key management personnel

Key management personnel comprise the directors. The total emoluments for key management personnel in the period was £25,000 (six months ended 30 June 2024: £25,000).

Other transactions

There are no related party transactions noted in the period.

• Contingent liabilities
• Events after the reporting date
• Ultimate controlling party

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