REG - R8 Capital Inv. PLC - Unaudited interim results
26/01/2026 16:45
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RNS Number : 4216Q R8 Capital Investments PLC 26 January 2026
26
January 2026
R8 CAPITAL INVESTMENTS PLC
("Company")
Interim Report to 30 June 2025
The Company is
pleased to announce its unaudited interim results for the six months ended 30
June 2025
Enquiries:
Company Information
Jonathan Rowland / Richard Morecroft info@r8plc.com
AlbR Capital Limited + 44 (0) 20 7469 0930
Corporate Broker
Duncan Vasey
Company Number: 12794676
R8 CAPITAL INVESTMENTS PLC
Unaudited interim results for
Six months ended 30 June 2025
TABLE OF CONTENTS
COMPANY INFORMATION 3
STRATEGIC REPORT 4
GROUP FINANCIAL STATEMENTS 6-10
NOTES TO THE GROUP FINANCIAL STATEMENTS 11-25
COMPANY INFORMATION
Directors: Jonathan Rowland
Richard Morecroft
Registered Office: 2 Leman Street,
London, E1W 9US
Registrar: Neville Registrars
Neville House,
Steelpark Road,
Halesowen, B62 8HD
Bankers: National Westminster bank Plc
250 Bishopsgate,
London, EC2M 4AA
Solicitors: Troutman Pepper Locke (UK) LLP
Second Floor,
201 Bishopsgate,
London, EC2M 3AB
Company Secretary: Eleanor Kenny
2 Leman Street,
London, E1W 9US
Company Number: 12794676
Website: r8plc.com
For all enquiries, please contact
info@r8plc.com (mailto:info@r8plc.com)
STRATEGIC REPORT
Business Review
Since the decision to cease operations in Jan 2023, the directors have
continued to work with the FCA and partners to close down the group operations
and return digital assets held in Fibermode to customers. This has involved
several campaigns focused on contacting customers. The directors committed to
the FCA to continue to run these campaigns until May 2025 allowing more time
for customers to claim their digital assets (campaigns subject to
affordability).
In July 2022, £2.0m convertible loan notes were issued, repayable in July
2023, which were then extended to 31st December 2024. This attracted interest
at a rate of 8% pa. On 27 June 2025, after the year ended 31 December 2024, R8
Capital completed the settlement of £1.9 million of outstanding loan notes by
facilitating the issuance of shares in VVV Resources Limited to the loan note
holders, on a pro-rata basis. The company has no outstanding Convertible Loan
Notes.
R8 Capital Investments continues to work with the FCA and partners to return
all fiat and crypto deposits to its customers over a winding down process.
The Directors continue to seek an acquisition for the Company and are actively
considering various opportunities.
The directors are aware of the risks and uncertainties facing the business,
but the assumptions used are the directors' best estimates of the future
development of the business.
Financial Review
Performance of the business during the period and the position at year end.
Revenue for the year decreased from £92k to £60k, a drop of £32k, this was
driven primarily by Fibermode.
Administrative expenses were £ (1,851)k (2024: £(527)k), increasing by
£1,324k during the year. This was largely driven by a transaction where the
convertible loan notes were settled through a transaction with VVV Resources
Limited (now named VVV Sports Limited).
Cash Balances ended six months at £132k (2024: £369k).
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
● the Interim Report has been prepared in accordance with International
Accounting Standards 34, Interim Financial Reporting, as adopted by the UK;
● gives a true and fair view of the assets, liabilities, financial position
and profit/loss of the Group;
● the Interim Report includes a fair review of the information required by
DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of
important events that have occurred during the first six months of the
financial year and their impact on the set of interim financial statements;
and a description of the principal risks and uncertainties for the remaining
six months of the year; and
● the Interim Report includes a fair review of the information required by
DTR 4.2.8R of the Disclosure and Transparency Rules, the information required
on related party transactions.
The Interim Report was approved by the Board of Directors and the above
responsibility statement was signed on its behalf by:
Richard Morecroft
R8 Capital Investments Plc
28(th) December 2025
GROUP FINANCIAL STATEMENTS - R8 CAPITAL INVESTMENTS PLC (12794676)
Consolidated Statement of Income for 6 months ended 30 June 2025
Continuing Operations Discontinued Operations 6 months to 30 June 2025 Unaudited Continuing Operations Discontinued Operations 6 months to 30 June 2024 Unaudited
Note £'000 £'000 £'000 £'000 £'000 £'000
Revenue 4 - 133 133 - 60 60
Cost of sales - - - - - -
Gross profit - 133 133 - 60 60
Administrative expenses 5 1,848 3 1,851 (190) 716 527
Operating Loss 1,848 3 1,851 (190) 776 587
Finance costs (31) - - - 1 1
Loss before taxation 1,816 136 1,953 (190) 777 587
Taxation 7 - - 0 - - 0
Loss for the period 1,816 136 1,953 (190) 777 587
Basic and diluted loss per share (p) - 2 -
8 2 (1) (1)
Consolidated Statement of Comprehensive Income (12794676)
For 6-month period ended 30 June 2025
Continuing Operations Discontinued Operations 6 months to 30 June 2025 Unaudited Continuing Operations Discontinued Operations 6 months to 30 June 2024 Unaudited
Note £'000 £'000 £'000 £'000 £'000 £'000
Loss for the period 1,816 136 1,953 (190) 777 587
Other Comprehensive Income:
Reclassified to profit or loss when specific conditions are met - - - - - -
Total Comprehensive Loss for the year 1,816 136 1,953 (190) 777 587
The notes on pages 11 to 25 form an integral part of this consolidated
financial information.
Consolidated Statement of Financial Position (12794676)
As at 30 June 2025
As at As at
30 June 30 June
2025 2024
Notes £'000 £'000
Assets
Intangible Non-Current Assets
Software 9 0 0
Current Assets
Inventory - Treasury Crypto - -
Trade and other receivables 10 49 61
Cash and cash equivalents 11 132 369
Total Assets 181 430
Equity and Liabilities
Equity attributable to equity holders of the Group
Share Capital - Ordinary shares 13 1,048 1,048
Share Premium account 13 17,031 17,031
Profit and Loss Account (19,726) (20,375)
Group Reorganisation Reserve 454 454
Revaluation Reserve - -
Total Equity (1,192) (1,842)
Current Liabilities
Convertible Loan Notes - 1,746
Current trade and other payables 12 1,373 526
Total Liabilities 1,373 2,272
Total Equity and Liabilities 181 430
Consolidated Statement of Changes in Equity (12794676)
For the 6-month period ended 30 June 2025
The accompanying notes are an integral part of these financial statements.
Consolidated Statement of Cashflows (12794676)
For the 6-month period ended 30 June 2025
As at As at
30 June 30 June
2025 2024
£'000 £'000
Cash flows from operating activities
Operating Profit/ (loss) 1,953 587
(Increase)/decrease in receivables 12 (41)
Increase / (decrease) in payables 848 (789)
Finance Income - -
Finance Cost - 1
Adjustment for:
Loan - Redwood (1,039) 1
Impairment of CLN (1,902) -
Net cash generated from operations (129) (240)
Cash flows from financing activities
Disposal of Property, plant & Equipment 0 0
Net proceeds from issue of shares/ CLN (93) -
Net cash from financing activities (93) 0
Net increase / (decrease) in cash and cash equivalents (222) (240)
Cash and cash equivalents at the beginning of the period 369 547
Effect of exchange rate changes on cash and cash equivalents (15) 63
Cash and cash equivalents at end of period 132 369
Represented by: Bank balances and cash 132 369
The accompanying notes are an integral part of these financial statements.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS AS AT 30 JUNE 2024
1. General information
R8 Capital Investments Plc is the holding company for a group of companies
that trade under the name 'Mode Global'. R8 Capital Investments was
incorporated on 5 August 2020 under the laws of England with a registered
number of 12794676. R8 Capital Investments is in the financial services
business. Its business address is 2 Leman Street, London, United Kingdom, E1W
9US.
R8 Capital Investments wholly owns Mode Global Limited ("Mode Global"), which
in turn owns 100% of JGOO Limited ("JGOO"), 100% of Greyfoxx Limited
("Greyfoxx") and 100% of Fibere Limited ("Fibere"). Greyfoxx wholly owns
Fibermode Limited ("Fibermode"). R8 Capital Investments, together with its
subsidiaries, are referred to herein as the "Group". All the limited companies
are incorporated and domiciled in England. The registered company numbers of
these companies are 09768854 (Mode Global Limited) 10805100 (JGOO Limited),
12123111 (Greyfoxx Limited), 12408852 (Fibere Limited) and 11085143 (Fibermode
Limited).
Name Country of incorporation Holding Ownership Nature of Business
Mode Global Limited United Kingdom Direct 100% Holding Company
JGOO Limited United Kingdom Indirect 100% No Longer Trading
Fibermode Limited United Kingdom Indirect 100% Mode Digital Wallet (Including Cyptocurrency) - wound down
Greyfoxx Limited United Kingdom Indirect 100% No Longer Trading
Fibere Limited United Kingdom Indirect 100% No Longer Trading
Fibermode is currently being wound down and it did provide customers with the
ability to manage their traditional (fiat) money and their digital assets
(cryptocurrency) using the same mobile (or web) application.
JGOO is no longer trading, it was a payment processing, marketing and
advertising company.
Greyfoxx is no longer trading and ceased its membership in March 2023 with
Financial Conduct Authority (FCA).
Fibere Limited is no longer trading and it was the R8 Capital Investments
Clothing Store where customers can get Bitcoin cashback for buying items that
advertise R8 Capital Investments as a brand.
The Group's principal activity was investing in fintech companies. On 26(th)
January 2023, the board of the Company decided to cease its customer
operations for Fibermode Ltd, JGOO Ltd and Greyfoxx Ltd in light of adverse
market sentiment resulting from the collapse of FTX and the consequential lack
of investor appetite for crypto-related businesses.
The condensed consolidated financial statements comprised of the Company and
its subsidiaries (together referred to as "the Group") as at 30 June 2025 and
as at 30 June 2024.
2. Accounting policies
The principal accounting policies applied in the preparation of the condensed
consolidated financial statements are set out below. These policies have been
consistently applied to all periods presented, unless otherwise stated.
Basis of preparation
This financial information has been prepared in accordance with IFRS,
including IFRS Interpretations Committee (IFRIC) interpretations issued by the
International Accounting Standards Board (IASB) as adopted by the UK and with
those parts of the Companies Act 2006 applicable to companies reporting under
IFRS. The financial information has been prepared under the historical cost
convention. The principal accounting policies adopted are set out below and
these policies have been consistently applied.
The preparation of financial statements, in compliance with adopted IFRSs,
requires the use of certain critical accounting estimates. It also requires
the Group's management to exercise judgment in applying the Group's accounting
policies. The areas where significant judgments and estimates have been made
in preparing the financial statements and their effect are disclosed below.
Basis of consolidation
The consolidated financial statements include the results of the Group as if
they formed a single entity for the full period or, in the case of
acquisitions, from the date control is transferred to the Group. The Company
controls an entity when the Company has the power, either directly or
indirectly, to govern the financial and operating policies of another entity
or business so as to obtain benefits from its activities, whereby it is
classified as a subsidiary. Intercompany transactions and balances between
Group companies are therefore eliminated in full.
The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group
controls another entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Company. They are de- consolidated from
the date that control ceases.
Subsidiaries are all entities over which R8 Capital Investments Plc has the
power to govern the financial and operating policies, generally accompanying a
shareholding of more than one half of the voting rights. All subsidiaries have
a reporting date of 31 December.
Going concern
The consolidated financial statements are prepared on the going concern basis.
The Directors regularly review multiple scenarios of cash flow forecasts for
R8 Capital Investments PLC to determine whether it has sufficient cash
reserves to meet its future working capital requirements and development
plans. The Group's plans indicate that they need to raise further finance, and
the Directors are confident based on past history of successful fundraising
and discussions with investors that it will be successful in raising these
funds.
Also, as part of this process, the Group's board approved for Mode Global
Limited to enter into a Company Voluntary Arrangement with its creditors on
5th April 2023. The CVA was completed on 28th May 2024 and all creditors have
been settled under the agreement.
Contemporaneous with the Subscription of shares in VVV Sports Ltd, the Company
agreed to issue 190,220,932 New Ordinary Shares to the R8 Capital Investment
PLC Convertible Loan Noteholders in such amounts as are equal to the
outstanding principal and interest due on such notes as at 31 March 2025
divided by the Subscription Price.
In consideration for the issuance of the R8 Noteholder Shares, VVV will be
issued with 2,619,782 ordinary shares in R8 Capital, at the prevailing bid
price, immediately on passing of the Resolutions
The Group currently have insufficient funds to cover current liabilities for a
period of 12 months from date of approval of these condensed financial
statements. A principal stakeholder has provided confirmation to the group
that they will provide sufficient working capital to allow these liabilities
to be met.
To secure a longer-term future of the R8 Capital Investments PLC status, the
Board of Directors are in conversation with multiple parties to raise funds
and to therefore enable the vehicle to invest in future ventures as they seem
appropriate at the time.
However, as at the date of these financial statements, there are no legally
binding agreements in place in relation to any fundraising or extension of
terms with creditors and as the success of any finance raising is outside the
control of the Group, there can be no certainty that additional funds will be
forthcoming, which indicates the existence of a material uncertainty which may
cast doubt about the Group's ability to continue as a going concern and
therefore it may be unable to realise its assets and discharge its liabilities
in the normal course of business. The financial statements do not include the
adjustments that would result if the Company was unable to continue as a going
concern.
Foreign currency
The functional currency of the Group and subsidiaries is the Pound Sterling
(£). The presentational currency of the Group and subsidiaries is £ because
a significant amount of its transactions is in £.
Transactions entered by the Group's entities in a currency other than the
reporting currency are recorded at the rates ruling when the transaction
occurs. Foreign currency monetary assets and liabilities are translated at the
rates ruling at the statement of financial position date. Exchange differences
arising on the re-translation of outstanding monetary assets and liabilities
are also recognised in the income statement.
Share capital
The costs directly associated with the issue of new ordinary shares or options
are shown in equity as a deduction, net of tax, from the proceeds. For the
options, these have been detailed below as share based payments.
Revenue recognition
Digital Wallet - Fibermode
On 26(th) January 2023 the board of the Company decided to cease its customer
operations. R8 Capital Investments continues to work with the FCA and partners
to return all fiat and crypto deposits to its customers over a wind down
process.
Global Services - JGOO
On 26(th) January 2023, the board of the Company decided to cease its customer
operations for JGOO and all accounts with Alipay and WeChat were closed in Q1
2023.
Employee benefits
(i) Short-term benefits
Wages, salaries, paid annual leave and sick leave and non-monetary benefits
are accrued in the period in which the associated services are rendered by
employees of the Company.
(ii) Defined contribution plan
As at year ended 31 December 2024, the Company had a defined contribution
pension scheme for employees with Scottish Widows. This scheme was closed when
all staff were let go as part of the decision to cease trading in Q1 2023
Operating leases
The Group has elected not to recognise right-of-use assets and lease
liabilities for its leases, all of which qualify as short-term leases which
are defined as those with a lease term of 12 months or less with no purchase
options. The Group recognises the lease payments associated with these leases
as an expense on a straight-line basis over the lease term.
Current taxation:
Current tax is the amount of income tax payable (or refundable) in respect of
the taxable profit (or loss) for the year or prior years. Tax is calculated on
the basis of the tax rates and laws that have been enacted or substantively
enacted by the period end. Research and development tax credits are recognised
on a cash basis due to the uncertainty around whether claims will be approved
by the UK tax authorities.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the statement of financial position differs from
its tax base, except for differences arising on:
· the initial recognition of goodwill.
· the initial recognition of an asset or liability in a transaction
which is not a business combination and at the time of the transaction affects
neither accounting or taxable profit; and
· investments in subsidiaries where the Group is able to control
the timing of the reversal of the difference and it is probable that the
difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantially enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities or assets are settled or
recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities.
The Group is entitled to a tax deduction on the exercise of certain employee
share options. A share- based payment expense is recorded in the income
statement over the period from the grant date to the vesting date of the
relevant options. As there is a temporary difference between the accounting
and tax bases, a deferred tax asset may be recorded. The deferred tax asset
arising on share option awards is calculated as the estimated amount of tax
deduction to be obtained in the future (based on the Group's share price at
the balance sheet date) pro-rated to the extent that the services of the
employee have been rendered over the vesting period. If this amount exceeds
the cumulative amount of the remuneration expense at the statutory rate, the
excess is recorded directly in equity, against retained earnings. Similarly,
current tax relief in excess of the cumulative amount of the Share-based
payments expense at the statutory rate is also recorded in retained earnings.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held on call,
together with other short term highly liquid investments which are not subject
to significant changes in value and have original maturities of less than
three months.
Equity instruments
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from proceeds. Dividends on ordinary shares are
recognised as liabilities when approved for distribution.
Intangible assets - Software
Software has a finite life and is therefore carried at cost less accumulated
amortisation. Amortisation is calculated using a straight-line method to
allocate the cost of software and websites over their estimated useful lives
of three years.
Accounting for cryptocurrencies
The Group's cryptocurrencies are held for the purpose of liquidity and
settling customer trades in a timely manner. As a result, we account for
cryptocurrencies as inventory under IAS2. Inventory is held at the lower of
cost and net realisable value. Impairments are taken to the Profit and Loss
account.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less subsequent
accumulated depreciation and accumulated impairment losses, if any. Historical
cost includes expenditure that is directly attributable to the acquisition of
the assets.
Subsequent costs are included in the asset's carrying amount, or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Company and the
cost of the item can be measured reliably. All other repairs and maintenance
are charged to profit or loss during the financial period in which they are
incurred.
Depreciation on property, plant and equipment is calculated using the
straight-line method to write off their cost over their estimated useful lives
at the following annual rates:
Computer equipment: 33% straight-line Plant and machinery: 33% straight-line
Financial assets and liabilities
Recognition and initial measurement
The Group initially recognises loans and advances, trade and other
receivables/payables, and borrowings plus or minus transactions costs, when
and only when the Group becomes party to the contractual provisions of the
instruments.
Financial assets at amortised cost
The Group's financial assets at amortised cost comprise trade and other
receivables. These represent debt instruments with fixed or determinable
payments that represent principal or interest and where the intention is to
hold to collect these contractual cash flows. They are initially recognised at
fair value, included in current and non-current assets, depending on the
nature of the transaction, and are subsequently measured at amortised cost
using the effective interest method, less any provision for impairment.
Financial liabilities at amortised cost
Financial liabilities at amortised cost comprise trade and other payables.
They are classified as current and non-current liabilities depending on the
nature of the transaction and are subsequently measured at amortised cost
using the effective interest method.
Financial assets
The Group derecognises a financial asset when the contractual rights to the
cash flows from the financial asset expire, or when it transfers the rights to
receive the contractual cash flows in a transaction in which substantially all
of the risks and rewards of ownership of the financial asset are transferred,
or in which the Group neither transfers nor retains substantially all of the
risks and rewards of ownership and it does not retain control of the financial
asset.
On derecognition of a financial asset, the difference between the carrying
amount of the asset (or the carrying amount allocated to the portion of the
asset derecognised) and the sum of (i) the consideration received (including
any new asset obtained less any new liability assumed) and (ii) any cumulative
gain or loss that had been recognised in OCI is recognised in profit or loss.
Financial liabilities
The Group derecognises a financial liability when its contractual obligations
are discharged, cancelled, or expire.
Summary of critical accounting estimates and judgements
The preparation of financial information, in conformity with IFRS, requires
the use of certain critical accounting estimates. Italso requires the
directors to exercise their judgement in the process of applying the
accounting policies which are detailed above. These judgements are continually
evaluated by the directors and management, and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The key estimates and underlying assumptions concerning the future, and other
key estimated uncertainties at the date of the financial statements, that have
a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial period, are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that period, or
in the period of the revision and future periods if the revision affects both
current and future periods.
Management do not believe there to be estimates or judgements which have a
significant risk of causing a material adjustment to the carrying amount of
assets and liabilities within the next financial year.
3. Financial risk management Financial instruments
As at 30 June 2024 As at 30 June 2023
Financial assets £'000 £'000
Cash and cash equivalents 132 369
Other receivables 49 61
Financial assets 181 430
Financial liabilities £'000 £'000
Convertible Notes - 1,746
Trade payables 333 504
Other Payables 1,041 2
Accruals - 20
Financial liabilities 1,373 2,272
Fair value hierarchy
All the financial assets and financial liabilities recognised in the financial
statements which are short- term in nature are shown at the carrying value,
which also approximates the fair values for short- term financial instruments.
Therefore, no separate disclosure for fair value hierarchy is required. The
disclosure on fair value hierarchy does not apply to financial leases.
The Group's activities expose it to a variety of financial risks, mainly
credit risk, liquidity risk and interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. In order to
minimise this risk, the Group endeavours only to deal with companies which are
demonstrably creditworthy.
The aggregate financial exposure is continuously monitored. The maximum
exposure to credit risk is the value of the Group's outstanding bank balances.
The Group's exposure to credit risk on cash and cash equivalents is considered
to be low as the bank accounts are with banks with high credit ratings.
Liquidity risk
The Group currently holds cash and Bitcoin balances to manage trading activity
and is managed centrally. Trade and other payables are monitored as part of
normal management operations.
The below, for 2025, is predominantly made up of accrued costs:
2025 Within 1 year 1-2 years 2-5 years
£'000 £'000 £'000
Trade and other payables 1,373 0 0
Total 1,373 0 0
2024 Within 1 year 1-2 years 2-5 years
£'000 £'000 £'000
Trade and other payables 2,272 0 0
Total 2,272 0 0
Market risk - interest rate risk
The Group carries no interest rate risk at the respective year ends.
Capital risk management
The Group's capital management objectives are to ensure that the Group
continues to operate as a going concern and provide an adequate return to
shareholders by pricing products and services commensurate with the level of
risk.
To meet these objectives, the Company reviews the budgets and forecasts on a
regular basis to ensure there is sufficient capital to meet the needs of the
Company through profitability and achieve a positive cash flow.
All working capital requirements are financed from existing cash resources.
4. Segment information
The Group's Revenue is made up of the trading commission on cryptocurrency
assets (Fibermode), as well as bespoke payment and marketing solutions on its
Global Services platform (JGOO) and the "other" segment refers to all other
activities of the Group including business development and group management
and other no allocated functions.
The Group currently only operates in the UK and so for now the presentation of
a geographical split is not applicable.
As at 30 June 2025
JGOO Fibermode Other Total
£'000 £'000 £'000 £'000
Revenue - 133 - 133
Cost of sales - - - -
Gross Profit / (Loss) - 133 - 133
Administrative expenses 1 4 1,846 1,851
Operating Loss 1 136 1,846 1,984
Assets - 106 75 181
Liabilities 11 116 1,246 1,373
Equity (11) (9) (1,172) (1,192)
Total Liabilities & Equity 0 106 75 181
As at 30 June 2024
JGOO Fibermode Other Total
£'000 £'000 £'000 £'000
Revenue - 60 - 60
Cost of sales - - - -
Gross Profit / (Loss) - 60 - 60
Administrative expenses (1) (1) 528 527
Operating Loss (1) 59 528 587
Assets - 819 (389) 430
Liabilities 13 149 2,110 2,272
Equity (13) 671 (2,499) (1,842)
Total Liabilities & Equity 0 819 (389) 430
5. Loss from operations
As at 30 June 2025 As at 30 June 2024
£'000 £'000
Operating Profit/(loss) is stated after charging:
Directors' fees (35) (48)
Consultancy and advisory fees 0 0
Premises 0 0
Software costs (3) 3
Advertising 0 0
Legal and professional fees (30) (146)
Audit Fees 10 10
Other administrative expenses 1,909 712
Total Administrative expenses 1,851 527
6. Employment costs & directors
The average number of employees (including directors) during the period was
made up as follows:
As at As at
30 June 2025 30 June 2024
Number Number
Directors (including non-executive directors) 2 3
Administrative 0 0
Total 2 3
The cost of employees (including directors) during the period was made up as
follows:
As at As at
30 June 2025 30 June 2024
£'000 £'000
Salaries and wages (including directors) - -
Social security costs - -
Pension Costs - -
Share Based Remuneration - -
Staff costs - -
The compensation of key management personnel, principally directors of R8
Capital Investments PLC, for the period were as follows:
As at As at
30 June 2025 30 June 2024
£'000 £'000
Salaries/fees 35 35
Social security costs - -
Other benefits and pension contributions - -
Total 35 35
No directors or key management personnel received termination benefits upon
their departure.
7. Taxation
As at 30 June 2025 As at 30 June 2024
£'000 £'000
Total current tax (Relief for R&D) - -
Factors affecting the tax charge for the period
Profit/(Loss) on ordinary activities before taxation 1,953 587
Loss on ordinary activities before taxation multiplied by average rate of UK 488 147
corporation tax of 25%.
Effects of:
Depreciation - 1
Research & Development tax credits - -
Tax losses carried forward (488) (148)
Current tax charge/(credit) for the period - -
Changes in tax rates
There are no factors that may affect future tax changes.
The Group has estimated tax losses of £17,015,871 (2024: £20,778,469)
available for carry forward against future trading profits.
The tax losses have resulted in a deferred tax asset of approximately
£4,581,492 (2024: £5,069,617) which has not been recognised in the financial
statements due to the uncertainty of the recoverability of the amount.
8. Earnings per share (EPS)
As at As at
30 June 2025 30 June 2024
Basic and diluted
Loss for the period and earnings used in basic & diluted EPS (£'000) 587,298 (839,181)
Weighted average number of shares used in basic and diluted EPS 104,791,280 104,791,280
Loss per share (p) 0.02 (0.01)
Basic earnings per share is calculated by dividing the loss attributable to
equity holders of the Company by the number of ordinary shares in issue at the
end of the period.
9. Tangible assets - computer equipment
As at As at
30 June 2025 30 June 2024
£'000 £'000
At period start (1 January) - 1
Additions - -
Disposals - -
Depreciation - (1)
At period end (30 June) - 0
10. Trade and other receivables
As at As at
30 June 2025 30 June 2024
£'000 £'000
Other receivable 0 0
Trade receivable (net of provision 5 30
VAT Receivable 44 31
49 61
11. Cash and cash equivalents
Where cash at bank earns interest, the interest accrues at floating rates
based on daily bank deposit rates. The fair value of the cash and cash
equivalents is as disclosed below. For the purpose of the cash flow statement,
cash and cash equivalents comprise of the amounts shown below.
As at As at
30 June 2025 30 June 20234
£'000 £'000
Cash at bank and in hand 132 369
12. Trade and other payables
As at As at
30 June 2025 30 June 20234
£'000 £'000
Trade payables 333 504
Other payables 2 2
Loan - Redwood 1,039 -
Accruals - 20
1,373 526
13. Share capital
All shares of the Company rank pari passu in all respects.
14. Convertible Loan Notes
In July 2022, £2.0m convertible loan notes were issued, repayable in July
2023, which were then extended to 31(st) December 2024. This attracted
interest at a rate of 8% pa. On 27 June 2025, after the year ended 31 December
2024, R8 Capital completed the settlement of £1.9 million of outstanding loan
notes by facilitating the issuance of shares in VVV Resources Limited to the
loan note holders, on a pro-rata basis. Further details on this transaction
can be found in note 18.
The notes shall be converted by the Company on the earlier to occur of:
(i) a change of control (in respect of which the Company shall
have provided the Noteholders with reasonable notice to allow it to exercise
its conversion rights hereunder); or
(ii) a qualifying financing being completed; or
(iii) the maturity date (31(st) December 2024).
The convertible loan has been treated as a short-term liability as the
maturity date is less than 12 months. Interest has been accrued on a quarterly
basis.
The equity element of the convertible loan notes in issue at the year-end is
£442k (2023: £442k)
15. Reserves
The following describes the nature and purpose of each reserve within equity:
16. Capital commitments
The Company has no capital commitments as at the 30 June 2025 and 30 June
2024.
17. Related Party Transactions
The group has taken advantage of the exemption available under IAS 2 Related
Party Disclosures not to disclose details of transactions between Group
undertakings which are eliminated on consolidation.
As at the reporting date, the Company had a commitment in respect of
professional fees payable to Ernst & Young LLP amounting to £1,038,774
for reporting accountant services provided in connection with a proposed
acquisition and re-admission to listing. Under a conditional arrangement
entered into in April 2024, Redwood Bank Limited, agreed to pay these fees in
the event that the Company was unable to do so. Notwithstanding this
arrangement, the Company remained the primary obligor for the fees at the
reporting date. From 12 months after the date of approval of these accounts,
Redwood Bank Limited reserve the right to charge a reasonable commercial rate
of interest on the amount outstanding from time to time.
On 27 June 2025 the convertible loan notes were settled through a transaction
with VVV Resources Limited (now named VVV Sports Limited).
18. Events after the reporting date
Nothing to report.
19. Ultimate controlling party
There is no ultimate controlling party of the Company.
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