Interim Results for the period ended 30 June 2026

Apertura Energy PLC

30 September 2026

 

30 September 2026

APERTURA ENERGY PLC

Interim Report for the six months ended 30 June 2026

Apertura Energy Plc (LSE: VZLA, "Apertura" or the "Company") announces its unaudited condensed interim results for the six month period to 30 June 2026.

Strategy

Apertura Energy Plc (formerly Red Capital Plc) was established in 2021 as a UK-listed acquisition company. On 27 April 2026, the Company announced a proposed repositioning of its investment strategy toward the energy sector in Venezuela, and on 27 May 2026, at the Company's Annual General Meeting, shareholders approved the change of the Company's name from Red Capital Plc to Apertura Energy Plc and its ticker from REDC to VZLA to reflect this new focus.

The Company's strategy is to become a leading UK-listed vehicle focused on Venezuelan oil, gas and related infrastructure assets, pursuing a disciplined buy-and-build approach to acquire and rehabilitate underperforming upstream, midstream and energy services assets as that market reopens to international capital.

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 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 2026

The Group's loss after taxation was £284,101 (six month period to 30 June 2025: loss of £99,548). This principally reflected operating expenses incurred as a listed business and transaction costs of £257,672 (six month period to 30 June 2025: £99,802), together with finance costs of £26,801 (six month period to 30 June 2025: £nil) arising on the unwind of the initial discount on the convertible loan notes issued in April 2026 (Note 12).

The Group generated a loss per share of £0.03 (six month period to 30 June 2025: loss per share of £0.01).

On 27 April 2026, the Company announced a proposed fundraise of £1.6 million comprising a placing, subscription and unsecured convertible loan notes, to support the Company's repositioning toward the Venezuelan energy sector.

On 27 May 2026, at the Company's Annual General Meeting, all resolutions were passed, including the Company's name change to Apertura Energy Plc. Scott Gilbert was appointed Non-Executive Chairman and Greig Gilbert was appointed Chief Executive Officer. Simon Webster stepped down as a Non-Executive Director and David Williams moved from Chairman to Non-Executive Director.

As at 30 June 2026, the Group's cash balance was £1,173,382 (31 December 2025: £6,436), reflecting the net proceeds of the placing and convertible loan note issuance in April 2026 (Notes 12 and 13).

Outlook

Post period end, the Company appointed Chris Steele (15 July 2026) and Carlos Bellorin (23 July 2026) as Independent Non-Executive Directors, augmenting the Board's industry, technical and regional expertise.

On 11 August 2026, the Company announced a proposed acquisition of Conterp Group Plc, a Brazilian oilfield services business, for £25 million ("Proposed Acquisition") alongside a proposed fundraise of up to £30 million ("Proposed Fundraise").  The Company's shares remain suspended from trading pending completion of the Proposed Acquisition. The Directors look forward to updating shareholders in due course.

Risks
The principal risks and uncertainties affecting the Group remain those set out in the Group’s annual report for the year ended 31 December 2025. However, following the Company’s strategic repositioning toward the Venezuelan energy sector and the developments occurring during and after the period end, the Directors consider that certain risks have increased in significance or changed in nature.

With the Company’s strategic focus on Venezuelan oil, gas and related infrastructure assets, the Directors consider that the Group will be increasingly exposed to increased country, political, regulatory and sanctions-related risk. Changes in the political, economic or regulatory environment in Venezuela, or in applicable international sanctions, licensing or trade restrictions, may adversely affect the Group’s ability to execute its strategy, complete transactions or operate acquired assets.

On 11 August 2026, the Company announced the Proposed Acquisition of Conterp Group Plc together with the Proposed Fundraise. Completion of the Proposed Acquisition is subject to a number of conditions, including satisfactory due diligence, the availability of financing, the publication of an FCA-approved prospectus and shareholder approval. There is no certainty that these conditions will be satisfied or that the transaction or associated fundraising will complete on the proposed terms.

The Company’s shares are currently suspended from trading pending publication of an FCA-approved prospectus in connection with the Proposed Acquisition (or confirmation that the Proposed Acquisition is no longer proceeding). The timing and outcome of the regulatory process are uncertain and the suspension restricts shareholders’ ability to trade in the Company’s shares during this period.

The Group is also exposed to funding and liquidity risk. While the Directors consider that the Group has adequate resources to meet its forecast operating expenditure over the going concern assessment period, pursuit of the Proposed Transaction or other transactions will accelerate the use of Company cash, and in the event of any abortive transactions, may then require the Company to seek further funding to continue its operations and deliver its strategy.  Furthermore, completion of a material investment or acquisition is expected to require specific additional funding. There can be no assurance any such funding will be available on acceptable terms when required.

The Directors continue to monitor these risks and will seek to mitigate them through appropriate due diligence, financial and legal advice, regulatory compliance procedures, funding planning and Board oversight.

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 Apertura.

Statement of Directors’ responsibilities   

The Directors confirm that these condensed interim financial statements have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

	an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
	material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

By order of the Board

Greig Gilbert

Chief Executive Officer

29 September 2026

Enquiries:

Apertura Energy Plc	Scott Gilbert                              Non-Executive Chairman Greig Gilbert Chief Executive Officer	c/o Tessera
Tessera Investment Management Limited (Strategic Advisor to Apertura)	Tony Morris Katie Long James Strang	Tel: [phone]
Strand Hanson Limited (Sponsor to Apertura)	Ritchie Balmer Rory Murphy Edward Foulkes	Tel: [phone]

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2026

	Note	Six months ended 30 June 2026 Unaudited £		Six months ended 30 June 2025 Unaudited £
Administrative expenses		(257,672)		(99,802)
Operating loss		(257,672)		(99,802)
Interest receivable	5	372		254
Finance costs	12	(26,801)		-
Loss on ordinary activities before taxation		(284,101)		(99,548)
Taxation charge		-		-
Loss and total comprehensive loss for the period		(284,101)		(99,548)

Loss per share
Basic & diluted	10	(£0.03)		(£0.01)
Loss attributable to:
Owners of the parent company		(284,101)		(99,548)

The Group has no items of other comprehensive income in either the current or prior period. All activities in both the current and the prior period relate to continuing operations.

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

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2026

	Note	As at 30 June 2026 Unaudited £		As at 31 December 2025 Audited £
Current assets
Cash and cash equivalents	7	1,173,382		6,436
Trade and other receivables	8	138,724		6,376
Total current assets		1,312,106		12,812
Total assets		1,312,106		12,812
Current liabilities
Trade and other payables	9	109,559		112,787
Convertible loan note liability	12	838,927		-
Total current liabilities		948,486		112,787
Total liabilities		948,486		112,787
Total net assets/(liabilities)		363,620		(99,975)
Equity
Share capital	13	175,000		100,000
Share premium	14	1,214,036		894,998
Capital redemption reserve	14	2		2
Share-based payment reserve	14	7,264		6,480
Warrant reserve	14	335,097		-
CLN equity reserve	14	17,777		-
Retained deficit	14	(1,385,556)		(1,101,455)
Total equity/(deficit) attributable to equity holders of the Company		363,620		(99,975)

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 2025 (Unaudited)

	Share capital £	Share premium £	Capital redemption reserve £	Share-based payment reserve £	Retained deficit £	Total Equity £
Balance as at 31 December 2024	100,000	894,998	2	4,913	(877,184)	122,729
Loss for the period	-	-	-	-	(99,548)	(99,548)
Share-based payment charge	-	-	-	784	-	784
Balance as at 30 June 2025	100,000	894,998	2	5,697	(976,732)	23,965

For the six months ended 30 June 2026 (Unaudited)

	Share capital £	Share premium £	Capital redemption reserve £	Share-based payment reserve £	Warrant reserve £	CLN equity reserve £	Retained deficit £	Total Equity £
Balance as at 31 December 2025	100,000	894,998	2	6,480	-	-	(1,101,455)	(99,975)
Loss for the period	-	-	-	-	-	-	(284,101)	(284,101)
Share-based payment charge	-	-	-	784	-	-	-	784
Issue of convertible loan note and warrants	-	-	-	-	20,097	17,777	-	37,874
Issue of equity and warrants	75,000	360,000	-	-	315,000	-	-	750,000
Share issuance costs	-	(40,962)	-	-	-	-	-	(40,962)
Balance as at 30 June 2026	175,000	1,214,036	2	7,264	335,097	17,777	(1,385,556)	363,620

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 2026

	Six months ended 30 June 2026 Unaudited £		Six months ended 30 June 2025 Unaudited £
Cash flows from operating activities
Loss before income tax	(284,101)		(99,548)
Adjustments for:
Share-based payment charge	784		784
Finance costs	26,801		-
Finance income	(372)		(254)
Operating cash flows before changes in working capital	(256,888)		(99,018)
Increase in trade and other receivables	(11,984)		(9,132)
Decrease in trade and other payables	(3,228)		(11,971)
Net cash used in operating activities	(272,100)		(120,121)
Cash flows from investing activities
Interest received	8		459
Net cash inflow from investing activities	8		459
Cash flows from financing activities
Proceeds from issue of ordinary shares	750,000		-
Proceeds from issue of convertible loan notes	730,000		-
Share issuance costs	(40,962)		-
Net cash inflow from financing activities	1,439,038		-
Net increase / (decrease) in cash and cash equivalents	1,166,946		(119,662)
Cash and cash equivalents at beginning of period	6,436		160,427
Cash and cash equivalents at end of period	1,173,382		40,765

At 31 December 2025, the Group had no liabilities arising from financing activities. During the period, the Group issued convertible loan notes which resulted in the recognition of a financial liability of £838,927 at 30 June 2026. A reconciliation of the movements in this liability, including cash and non-cash movements, is set out in Note 12. There were no liabilities arising from financing activities or related financing cash flows in the comparative period.

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 2026

1. General information

The Company is a public limited company incorporated and domiciled in Jersey, whose shares are publicly traded on the London Stock Exchange as a Shell Company (Equity Shares). The Company is the parent company of Red Capital Subco Limited (a private limited company under the laws of Jersey with registered number 134741), and together form the "Group".

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

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. Basis of preparation

These interim condensed consolidated financial statements and accompanying notes have neither been audited nor reviewed by the Company’s auditor.

The unaudited interim financial statements in this report have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as adopted by the UK. The accounting policies adopted in the interim financial statements are consistent with those adopted in the Group's last annual report for the year ended 31 December 2025 with regards to the measurement and recognition of each type of asset, liability, income and expense presented. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

The interim condensed consolidated financial statements have been prepared on a going concern basis.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s annual report as at 31 December 2025, which is available on the Company’s website.

These interim financial statements present selected explanatory notes to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since 31 December 2025.

The interim condensed consolidated financial statements are presented in £ and rounded to the nearest £ unless otherwise stated.

These interim condensed consolidated financial statements were approved by the Board of Directors on 29 September 2026.

Comparative figures

Comparative figures which have been presented cover the six month period ended 30 June 2025. The statement of financial position comparative figures are shown as at 31 December 2025.

Statutory accounts

Financial information contained in this document does not constitute statutory accounts within the meaning of the Companies (Jersey) Law 1991. The statutory accounts for the year ended 31 December 2025 have been filed with the Registrar of Companies. The report of the auditors on those statutory accounts was unqualified and drew attention to a material uncertainty in relation to going concern as a matter by way of emphasis.

Going concern

The Directors have considered the Group’s and Company’s ability to continue as a going concern, taking into account their current financial position, forecast cash flows and expected operating expenditure over the going concern assessment period.  This includes sensitivity analysis regarding the Company’s ability to meet as incurred transaction costs associated with the Proposed Acquisition. At 30 June 2026, the Group held cash and cash equivalents of £1,173,382. At 29 September 2026, the Group’s unaudited cash balance was £953,858.

The Directors have prepared cash-flow forecasts covering a period of at least 12 months from the date of approval of these interim condensed consolidated financial statements. These forecasts include the Group’s expected ongoing corporate, administrative and transaction-related operating costs, but exclude the consideration requirements associated with the Proposed Acquisition or completion of any other material investment or acquisition where specific transaction financing would be required.  

As part of the enlarged group in the event the Proposed Acquisition and Proposed Fundraise completes, the Company will have sufficient funds to execute operations.  In the event the Proposed Acquisition was to abort, the Company would likely require recapitalisation to continue operating as an acquisition vehicle thereafter.  The required recapitalisation (including the timing and amount of such), are matters that are not entirely within the control of the Directors, and thus represent material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern in that event.

Notwithstanding the above, the Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that, on successful completion of the Proposed Acquisition and Proposed Fundraise, the Group and Company will have adequate resources to continue in operational existence for the foreseeable future.  As a result, the Directors therefore consider it appropriate to prepare the interim condensed consolidated financial statements on a going concern basis.  The interim condensed consolidated financial statements do not include any adjustments that would be required if they were not prepared on a going concern basis. Based on the Group’s existing cash resources and forecast expenditure, the Directors have a reasonable expectation that the Group and Company will have adequate resources to meet their liabilities as they fall due throughout the going concern assessment period. 

3. Significant accounting policies

The interim condensed consolidated financial statements are based on the following policies which have been consistently applied:

Basis of consolidation

The interim condensed 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 interim condensed consolidated financial statements incorporate the results of business combinations using the acquisition method. In the interim 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.

Functional and presentational currency

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

Interest receivable

Interest receivable is recognised on a time-proportion basis using the effective interest rate method.

Employee 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.

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.

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.

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.

Financial assets and liabilities

The Group’s financial assets comprise cash and cash equivalents and other receivables. Financial assets are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for expected credit losses, where applicable.  The Group applies the expected credit loss requirements of IFRS 9 in assessing impairment of financial assets measured at amortised cost. Expected credit losses are assessed having regard to the nature of the counterparty, credit quality, amounts outstanding and available forward-looking information.

The Group’s financial liabilities comprise accruals and the liability component of convertible loan notes. Financial liabilities are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, unless another measurement basis is required by IFRS.  The accounting treatment for compound convertible loan notes, including the separation of the liability and equity components on initial recognition, is described in the Convertible loan notes accounting policy below and Note 12.

Warrants that meet the definition of an equity instrument under IAS 32 are recognised within equity rather than as financial liabilities and are not subsequently remeasured. The accounting treatment for warrants is described in the Warrants accounting policy below and Note 12.

Equity

Equity comprises of share capital, share premium, capital redemption reserve, share based payment reserve, warrant reserve, convertible loan note reserve and retained deficit.

Share capital is measured at the par value. 

Share premium and retained deficit represent balances conventionally attributed to those descriptions. Directly attributable transaction costs relating to the issue of equity instruments are recognised as a deduction from equity.

The capital redemption reserve is made up on amounts arising from the cancellation of deferred shares.

Share-based payment reserve comprises cumulative amounts recognised in equity in respect of equity-settled share-based payments.

The warrant reserve and convertible loan note reserve represent amounts recognised within equity in respect of equity-classified warrants and the equity component of compound convertible loan notes respectively.  The equity recognised in respect of a convertible loan note is separately identified between the conversion feature and any CLN warrants included in the instrument.  These equity components are not subsequently remeasured.

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.

Convertible Loan Note

Convertible loan notes are assessed on initial recognition to determine whether they contain both a financial liability and an equity component in accordance with IAS 32 Financial Instruments: Presentation. Where an instrument is determined to be a compound financial instrument, the liability component is initially recognised at fair value, determined by discounting the contractual cash flows at the market rate of interest that would apply to an equivalent instrument without an equity conversion feature. The residual amount is recognised directly in equity and is not subsequently remeasured.  Where CLN Warrants are issued in connection with the convertible loan notes, the residual equity component is allocated between the conversion feature and the CLN Warrants based on their relative fair values at the date of issue.

Following initial recognition, the liability component is measured at amortised cost using the effective interest method in accordance with IFRS 9 Financial Instruments. The resulting finance cost is recognised in the statement of comprehensive income over the term of the liability. The equity component remains within equity until the instrument is converted, redeemed or otherwise extinguished in accordance with its contractual terms.

Warrants

Warrants are classified as either financial liabilities or equity instruments in accordance with IAS 32, having regard to the substance of the contractual arrangements. Warrants that entitle the holder to acquire a fixed number of the Company's own ordinary shares for a fixed amount of cash are classified as equity instruments. Equity-classified warrants are recognised within equity on initial recognition and are not subsequently remeasured.

Where warrants are issued together with ordinary shares as part of an equity fundraising, the proceeds are allocated between the ordinary shares and warrants based on their relative fair values at the date of issue.  Directly attributable transaction costs are recognised as a deduction from equity in accordance with the nature of the transaction to which they relate.

Where warrants are issued in conjunction with convertible loan notes, the liability component is measured first in accordance with the accounting policy for convertible loan notes above, with the residual equity component separately identified between the conversion feature and the CLN Warrants on the basis of their relative fair values at the date of issue.  The standalone fair values of the conversion feature and the CLN Warrants are used to determine the relative allocation of the residual equity component and are not recognised separately in addition to the proceeds received.

Related party transactions

The Group discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with members of the same group that are wholly owned.

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 were:

	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)

The Directors do not expect the adoption of these standards or amendments to standards to have a material impact on the financial statements, with the exception of presentational changes as a result of IFRS 18 Presentation and Disclosure in Financial Statements. Given that IFRS 18 is not effective until the period beginning 1 January 2027, the impact assessment of this standard is ongoing and will be considered further ahead of future reporting periods.

4. Critical accounting judgements and key sources of estimation uncertainty

In preparing these interim condensed consolidated financial statements, the Directors are required to make judgements in applying the Group’s accounting policies and to make estimates and assumptions that affect the amounts recognised in the financial statements. Actual results may differ from these estimates.

Critical accounting judgements

Classification of convertible loan notes

The Directors have assessed the terms of the convertible loan notes issued during the period in accordance with IAS 32 Financial Instruments: Presentation. The notes contain an obligation to settle in cash in certain administration or receivership events, together with a conversion feature under which the notes may convert into a fixed number of the Company’s ordinary shares.

Management has concluded that the cash settlement provisions represent a substantive contractual obligation that is not limited to circumstances arising only on liquidation of the Company. Accordingly, the convertible loan notes have been accounted for as compound financial instruments comprising a financial liability component and an equity component.

This classification requires judgement because an alternative interpretation of the contractual terms could result in a different classification of the instrument. Further details of the terms of the convertible loan notes and the basis for the Directors’ conclusion are set out in Note 12.

Key sources of estimation uncertainty

Valuation of the liability component of the convertible loan notes

On initial recognition, the liability component of the convertible loan notes was measured by discounting the estimated contractual cash flows using a market rate of interest that the Directors considered would apply to an equivalent instrument without an equity conversion feature.

The valuation requires estimation of an appropriate market yield and the expected period over which the liability will remain outstanding. The Directors used a market yield of 20 per cent. per annum and, at the date of initial recognition, an expected period to conversion of three months. Changes in these assumptions could materially affect the amount initially recognised as a financial liability and the corresponding amount recognised within equity, together with the subsequent finance cost recognised in profit or loss.

Further details, including sensitivity of the liability valuation to changes in the discount rate, are set out in Note 12.

Valuation of warrants

The fair value of the warrants issued during the period has been estimated using a Black-Scholes valuation model. The valuation requires assumptions including the Company’s share price, expected share-price volatility, the expected life of the warrants, the risk-free interest rate and expected dividend yield.

In particular, the estimate of expected volatility requires judgement due to the relatively limited and thinly traded history of the Company’s shares. Changes in the assumptions used could materially affect the estimated fair value of the warrants and the allocation of proceeds between the relevant equity components. Further details of the valuation assumptions and sensitivities are set out in Note 12.

Share-based payments

The fair value of share-based payment awards is determined at grant date using an appropriate valuation model and assumptions including expected volatility, expected life, risk-free interest rates and applicable market-based vesting conditions. The Group also estimates the number of awards expected to vest in respect of non-market vesting conditions.

No new awards were granted during the six months ended 30 June 2026. The charge recognised in the period relates to awards granted in earlier periods. Further details are set out in Note 16.

5. Interest receivable

	Six months ended 30 June 2026 Unaudited £		Six months ended 30 June 2025 Unaudited £
Bank interest receivable	372		254

6. Investments

Principal subsidiary undertakings of the Group

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

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

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.

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 and hold no voting or dividend rights or rights to distribution.

7. Cash and cash equivalents

	As at 30 June 2026 Unaudited £		As at 31 December 2025 Audited £
Cash at bank and in hand	1,173,382		6,436

8. Trade and other receivables

	As at 30 June 2026 Unaudited £		As at 31 December 2025 Audited £
Other receivables	368		4
Convertible loan note proceeds receivable	120,000		-
Prepayments	18,356		6,372
Total	138,724		6,376

The convertible loan note proceeds receivable relate to subscription proceeds due from subscribers but not yet received in cash at the period end (Note 12); £850,000 of convertible loan notes were issued during the period, of which £730,000 had been received in cash by 30 June 2026, with the balance received after the period end.

9. Trade and other payables

	As at 30 June 2026 Unaudited £		As at 31 December 2025 Audited £
Accruals	102,892		77,204
Wages payable	6,667		20,833
Other payables	-		14,750
Total	109,559		112,787

10. Earnings per share

	Six months ended 30 June 2026 Unaudited £		Six months ended 30 June 2025 Unaudited £
Loss attributable to the equity holders of the Company	(284,101)		(99,548)
Weighted number of shares in issue	11,325,967		10,000,000
Loss per share (£)
Basic and diluted	(£0.03)		(£0.01)

Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to reflect the effect of all dilutive potential ordinary shares.

At 30 June 2026, instruments that could potentially result in the issue of ordinary shares comprised the 16,000,000 warrants issued in connection with the April 2026 placing and convertible loan note financing, the 8,500,000 ordinary shares issuable on conversion of the convertible loan notes, and awards outstanding under the Subco Incentive Scheme described in Notes 15 and 16.

The 10,000,000 warrants originally issued in November 2021 were cancelled on 27 May 2026 and were therefore no longer outstanding at the reporting date.

The number of ordinary shares that may ultimately be issued under the Subco Incentive Scheme is dependent on the level of Shareholder Value created and the form of settlement elected by the Company and is therefore not fixed at the reporting date.

As the Group is loss-making for the period, all potential ordinary shares are antidilutive, as their inclusion would decrease the loss per share. Accordingly, diluted loss per share is equal to basic loss per share and no potential ordinary shares have been included in the diluted earnings per share calculation.

11. Financial instruments

Fair value of financial instruments

The Group’s financial assets and liabilities comprise cash and cash equivalents, other receivables, accruals and the liability component of the convertible loan notes.  The equity-classified conversion feature and CLN warrants are not financial liabilities and are therefore not included in the Group’s financial liabilities.  The carrying amounts of cash and cash equivalents, other receivables and accruals are considered to approximate their fair values due to the short-term nature of these instruments.

The convertible loan note liability is subsequently measured at amortised cost in accordance with IFRS 9. On initial recognition, the liability component was measured at fair value by discounting the contractual cash flows using a market rate of interest that the Directors considered would apply to an equivalent instrument without an equity conversion feature. The principal valuation input was a market yield of 20 per cent. per annum. Further details of the valuation methodology and assumptions are set out in Note 12.

At 30 June 2026, the carrying amount of the convertible loan note liability was £838,927. Given the short period between initial recognition and the reporting date and the short expected remaining term of the liability at that date, the Directors consider that its carrying amount is not materially different from its fair value, assuming no material change in the market yield applicable to an equivalent non-convertible instrument.

For fair value disclosure purposes, the estimated fair value of the convertible loan note liability would be classified within Level 3 of the fair value hierarchy because its valuation incorporates significant unobservable inputs, including the market yield applicable to an equivalent unsecured non-convertible instrument.

Equity-classified warrants and the equity component of the convertible loan notes are not financial liabilities and are not subsequently remeasured to fair value.

	As at 30 June 2026 Unaudited £		As at 31 December 2025 Audited £
Financial assets
Cash and cash equivalents	1,173,382		6,436
Other receivables	368		4
Convertible loan note proceeds receivable	120,000		-
Total	1,293,750		6,440

	As at 30 June 2026 Unaudited £		As at 31 December 2025 Audited £
Financial liabilities
Accruals	102,892		77,204
Wages payable	6,667		20,833
Other payables	-		14,750
Convertible loan note liability	838,927		-
Total	948,486		112,787

Financial risk management objectives and policies

Credit risk

Credit risk is the risk of financial loss to the Group if a counterparty to a financial instrument fails to meet its contractual obligations. The Group's principal financial assets exposed to credit risk are cash and cash equivalents and other receivables.

Cash and cash equivalents are held with a reputable banking institution. The Directors monitor the credit quality of the institution with which funds are deposited and consider the associated credit risk to be low.

Other receivables at 30 June 2026 include £120,000 of subscription proceeds receivable in respect of the convertible loan notes issued during the period. The Directors have assessed the recoverability of this balance, including the creditworthiness of the relevant counterparty and subsequent settlement where applicable, in accordance with the expected credit loss requirements of IFRS 9. The Directors consider the expected credit loss at the reporting date to be immaterial.

The Group's maximum exposure to credit risk at the reporting date is the carrying amount of its financial assets.

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, where those funds are available to do so.  As noted in Note 2, on completion of the Proposed Acquisition and Proposed Fundraise, the Company will have sufficient funds to execute its operations.  In the event the Proposed Acquisition aborts, the Directors will be required to explore funding opportunities for the Company in order to recapitalise the business to enable its continuation as a listed acquisition vehicle.

12. Convertible Loan Notes and Warrants

Background

On 27 April 2026, the Company announced a proposed fundraise of £1.6 million in connection with its strategic repositioning toward the Venezuelan energy sector. The fundraise comprised a £750,000 placing of 7,500,000 new ordinary shares of £0.01 each at an issue price of £0.10 per share and £850,000 principal amount of zero-coupon unsecured convertible loan notes ("CLNs").

In connection with the placing, the Company issued 7,500,000 warrants ("Placing Warrants"). In addition, 8,500,000 warrants ("CLN Warrants") were issued in connection with the CLNs. Each warrant entitles the holder to subscribe for one ordinary share at an exercise price of £0.10 per share.

The CLNs are zero-coupon instruments which convert into ordinary shares at £0.10 per share, subject to the applicable contractual terms and required regulatory approvals.

The 10,000,000 warrants originally issued by the Company in November 2021 were cancelled on 27 May 2026 and were therefore no longer outstanding at the reporting date.

Classification

Each warrant entitles the holder to subscribe in cash for one ordinary share at a fixed price of £0.10. As this satisfies the "fixed-for-fixed" condition in IAS 32.16(b), with no cash-settlement alternative, the 16,000,000 issued warrants are classified as equity and are not subsequently remeasured for changes in share price, volatility or other valuation inputs.

The CLN principal converts automatically into ordinary shares at £0.10 per share, subject to shareholder, FCA and JFSC approvals. Because the CLN also contains a contingent obligation to deliver cash on an administration or receivership event of default that is not confined to liquidation of the Company, management has concluded that the CLN is a compound financial instrument under IAS 32.28, comprising a financial liability component and an equity component. This is a significant judgement — see "Critical accounting estimates and judgements" below.

Initial measurement

The warrants were valued using a Black-Scholes model (share price 24.5p; exercise price 10.0p; term 5 years; volatility 50.95%, derived from the Company’s own trading history since its 2021 listing; risk-free rate 4.45% (UK 5-year Gilt); nil dividend yield), giving a value of 17.74p per warrant.

For the placing, the £750,000 gross proceeds were allocated between shares and warrants by relative fair value (58%/42%), less £40,962 of directly attributable transaction costs relating solely to the share issuance, giving £75,000 to share capital, £319,038 (net of costs) to share premium and £315,000 to a warrant reserve.

For the CLN, the £850,000 proceeds were split under the residual method (IAS 32.31): the liability component was measured first at £812,126, being the present value of the £850,000 redemption amount discounted over the expected 3-month period to conversion at an estimated market yield of 20% for equivalent non-convertible debt; the residual £37,874 was allocated to equity and comprises £17,777 attributable to the conversion feature and £20,097 attributable to the CLN Warrants.  The CLN Warrants’ standalone Black-Scholes value (£1,507,819) is used as an input in determining the allocation of the residual equity component and is not recognised in addition to the £850,000 proceeds, as this would double-count consideration in excess of the £850,000 received.

Subsequent measurement

The CLN liability is measured at amortised cost using the effective interest method at 20% per annum. As the CLN carries a 0% coupon, the entire finance cost recognised in profit or loss represents the unwinding of the initial discount. Applying this rate from the 26 April 2026 issue date to 30 June 2026 (65 days), a finance cost of £26,801 was recognised during the period, taking the carrying amount of the liability to £838,927 at 30 June 2026.

Critical accounting estimates and judgements

CLN classification depends on whether the administration/receivership default is a genuine contingent settlement provision not confined to liquidation under IAS 32.25. Management has concluded it is, since administration and receivership are legally distinct from liquidation and represent a substantive creditor-protection right.

The 20% discount rate is built up from observable benchmarks (UK 1-year gilt, CCC high-yield spread) plus an estimate for size/illiquidity and going-concern risk. At 15%/20%/25%, the liability component would be £820,813/£812,126/£803,880 (based on the original 3-month horizon).

The 50.95% volatility used to value the warrants is derived from the Company’s  own thinly-traded price history; the valuation is sensitive to this input (17.09p–19.77p across a 40%–80% volatility range).

Reconciliation of liabilities arising from financing activities

The movement in liabilities arising from financing activities from 31 December 2025 to 30 June 2026 was as follows:

		Convertible loan note liability Unaudited £
At 31 December 2025		-
Cash proceeds received from issue of convertible loan notes		730,000
Convertible loan note proceeds receivable at 30 June 2026		120,000
Equity component recognised on initial recognition		(37,874)
Finance cost recognised using the effective interest method		26,801
At 30 June 2026		838,927

The £120,000 convertible loan note proceeds receivable represents amounts due in respect of convertible loan notes issued during the period which had not been received in cash at the reporting date. The equity component represents the amounts recognised directly in equity on initial recognition of the compound financial instrument in respect of the conversion feature (£17,777) and the CLN Warrants (£20,097) respectively. The finance cost of £26,801 represents the unwinding of the discount on the liability component using the effective interest method.

13. Share capital

	Allocated, called up and fully paid
	As at 30 June 2026 Unaudited		As at 30 June 2026 Unaudited		As at 31 December 2025 Audited		As at 31 December 2025 Audited
	Number		£		Number		£
Ordinary shares of 1p each	17,500,000		175,000		10,000,000		100,000

On 27 April 2026, the Company announced a proposed placing of £750,000 in connection with its strategic repositioning toward the Venezuelan energy sector.  The placing was completed in two tranches. On 6 May 2026, 1,500,000 new ordinary shares of £0.01 each were issued at a price of £0.10 per share and admitted to trading on the Main Market of the London Stock Exchange pursuant to the Company’s existing share issuance authorities. Following shareholder approval at the Company’s Annual General Meeting on 27 May 2026, a further 6,000,000 new ordinary shares of £0.01 each were issued at a price of £0.10 per share and admitted to trading on 5 June 2026. Accordingly, a total of 7,500,000 new ordinary shares were issued during the period, raising gross proceeds of £750,000.

14. Reserves

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

The capital redemption reserve is made up on amounts arising from the cancellation of the deferred shares.

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

The warrant reserve represents the equity component of the Placing Warrants and CLN Warrants issued in April 2026.  The CLN equity reserve represents the equity conversion feature of the Convertible Loan notes issued in April 2026.  The relevant equity components are measured on initial recognition in accordance with the accounting policy described in Note 12; neither is subsequently remeasured.

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

15. 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.

16. Share-based payments

The Subco Incentive Scheme detailed in Note 15 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 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 five months. No B share options were issued during the six months ended 30 June 2026 and no B share options were exercised or expired during the period. On 27 May 2026, Red Capital Subco Limited repurchased the 40,000 B ordinary shares held by Simon Webster for aggregate consideration of £1, following which those shares were held in treasury. At 30 June 2026, 70,000 B ordinary shares remained held by participants in the Subco Incentive Scheme and 40,000 B ordinary shares were held in treasury. The weighted average exercise price of the outstanding participant-held B share options was £0.10.

The Group recognised £784 (six months ended 30 June 2025: £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 2021 are as follows:

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

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

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

Depending on the level of Shareholder Value created and the Company's election as to the form of settlement, the exercise of these awards may result in the issue of ordinary shares in the Company. The number of ordinary shares that may ultimately be issued is not fixed and cannot be determined at the reporting date.

Details of proposed amendments to the Subco Incentive Scheme announced after the reporting date are set out in Note 19.

17. Related party transactions

Transactions with key management personnel

Key management personnel comprise the Directors of the Company. Total emoluments for key management personnel during the six months ended 30 June 2026 were £34,167 (six months ended 30 June 2025: £25,000). The composition of key management personnel changed during the period following changes to the Board on 27 May 2026. Accordingly, the current-period amount includes remuneration attributable to both Directors who served during the earlier part of the period and Directors appointed during the period, whereas the comparative amount relates to the Directors in office during the six months ended 30 June 2025.  At 30 June 2026, £6,667 was outstanding in respect of fees payable to Greig Gilbert, Chief Executive Officer of the Company.

As part of the Company’s strategic transition as announced on 27 April 2026, Scott Gilbert, Non-Executive Chairman and Greig Gilbert, Chief Executive Officer of the Company will in aggregate subscribe for 3,000,000 new ordinary shares of £0.01 each in the Company at nominal value ("Management Equity").  This issuance of the Management Equity will be subject to the FCA approval of a to be issued prospectus, which the Company anticipates will occur as part of completing the Proposed Acquisition and Proposed Fundraise.  The Management Equity will also have attached to it one for one warrants on the same terms as the existing warrants issued to participants in the Company’s recent £1.6 million fundraise.

At 31 December 2025, £5,000 was payable to both David Williams and Simon Webster in respect of interest-free loans advanced to the Company. These loans were repaid in full during the six months ended 30 June 2026 at their carrying amounts and no amounts remained outstanding in respect of these loans at 30 June 2026.

On 27 May 2026, Red Capital Subco Limited repurchased 40,000 B ordinary shares held by Simon Webster, who stepped down as a Director of the Company on that date, for aggregate consideration of £1. Following the repurchase, the B ordinary shares were held in treasury by Red Capital Subco Limited. Further details of the Subco Incentive Scheme are set out in Notes 16, 17 and 19.

Tessera Investment Management Limited

On 1 November 2021, the Group entered into an arm’s length strategic advisory agreement with Tessera (a shareholder of 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 Group.  Tessera is entitled to be paid a fixed monthly retainer fee of £5,000 (plus VAT) per month payable in arrears. A discretionary transaction success fee payable to Tessera may be agreed between the Group and Tessera with such payment payable on successful completion of an acquisition by the Group.

During the six months ended 30 June 2026, the Group incurred strategic advisory fees of £30,000 payable to Tessera (six months ended 30 June 2025: £30,000). At 30 June 2026, £nil of these fees remained outstanding (31 December 2025: £25,000).

At 31 December 2025, £4,750 was payable to Tessera in respect of an interest-free loan advanced to the Company. The loan was repaid in full during the six months ended 30 June 2026 at its carrying amount and no amount remained outstanding in respect of the loan at 30 June 2026.

Conterp Group Plc

Scott Gilbert, Chairman of the Company, and Greig Gilbert, Chief Executive Officer of the Company, together control 50.8 per cent. of the issued share capital of Conterp Group Plc ("Conterp"). Accordingly, Conterp is considered to be a related party of the Group.

There were no transactions between the Group and Conterp during the six months ended 30 June 2026 and there were no amounts outstanding between the parties at the reporting date.  Subsequent to the reporting date, the Company entered into heads of terms in relation to the proposed acquisition of Conterp. Further details are set out in Note 19.

18. Contingent liabilities

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

19. Events after the reporting date

Proposed acquisition

On 11 August 2026, the Company entered into heads of terms to acquire the entire issued share capital of Conterp Group Plc, a Brazilian oilfield services business, for £25 million alongside a proposed fundraise of up to £30 million. The Company's shares remain suspended from trading pending completion of the proposed acquisition.  The heads of terms are principally non-binding but include binding reciprocal cost-protection arrangements, each subject to a cap of £200,000.

Director appointments

Post period end, the Company also appointed Chris Steele (15 July 2026) and Carlos Bellorin (23 July 2026) as Non-Executive Directors.

Related party

Conterp is 50.8 per cent. controlled by the Company's Chairman, Scott Gilbert, and Chief Executive Officer, Greig Gilbert. Accordingly, the Proposed Acquisition constitutes a related-party transaction under the applicable FCA rules. An independent committee of the Board has been established to progress the Proposed Acquisition and Scott Gilbert and Greig Gilbert have recused themselves from Company decision-making in relation to the transaction. Further details of the related-party relationship are set out in Note 17.

Convertible loan note

As a result of the heads of terms entered into on 11 August 2026, management's estimate of the expected time to conversion of the convertible loan notes (see Note 12) increased from 3 months to reflect the estimated completion date of the Proposed Acquisition. Under IFRS 9 B5.4.6 this will be accounted for as a catch-up adjustment to the carrying amount of the convertible loan note liability, recognised in profit or loss for the year ending 31 December 2026. As this event arose after 30 June 2026 and does not provide evidence of conditions existing at the period end, it is a non-adjusting subsequent event and no adjustment has been made to the carrying amount of the convertible loan note liability in these interim financial statements.

Subco Incentive Scheme

Subsequent to the reporting date, on 11 August 2026, the Company announced proposed amendments to the Subco Incentive Scheme in connection with its strategic transition to the Venezuelan energy sector, changes to the management team and Proposed Acquisition of Conterp. The proposed amendments include the subscription and issue of an aggregated 80,000 B ordinary shares in Red Capital Subco Limited to Scott Gilbert and Greig Gilbert and a reset of the performance period under the scheme. Following the proposed subscriptions, all 150,000 B ordinary shares available under the scheme would be allocated to participants and the scheme would be closed to new participants.

Under the proposed revised terms, it is anticipated that participants would be required to achieve a 12.5 per cent. compound annual increase in Shareholder Value over a period of between three and six years from the date the amendments take effect, with the scheme lapsing with no payout if the performance condition is not achieved by the sixth anniversary of the proposed amendments taking effect. The Initial Value applicable to the B ordinary shares proposed to be issued to Scott Gilbert and Greig Gilbert would be £1 million, consistent with the Initial Value applicable to the remaining participants. The proposed amendments and subscriptions have yet to be implemented and therefore no adjustment has been made to the share-based payment balances recognised at 30 June 2026.

Non-Executive Directors incentivisation

In conjunction with the proposed amendments to the Subco Incentive Scheme, and as announced on 11 August 2026, the Company will put in place equity settled incentivisation arrangements for Chris Steele and Carlos Bellorin, Independent Non-Executive Directors of the Company.  While the precise mechanism under which the awards will be structured is to be finalised, it is anticipated that each of Mr Steele and Mr Bellorin will receive up to 300,000 new ordinary shares of the Company at nil cost issued over a three-year period from the earlier of completion or abort of the Proposed Acquisition.

20. Ultimate controlling party

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

 

END