Unaudited interim results to 30 June 2026

R8 Capital Investments PLC

30 September 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE 

30 September 2026

R8 CAPITAL INVESTMENTS PLC

Interim Financial Results for the six months ended 30 June 2026

R8 Capital Investments PLC ("R8" or the "Company") (LSE: MODE) announces its unaudited financial results for the six months ended 30 June 2026.

STRATEGIC REPORT

 

Business Review

Conclusion of Legacy Operations

I am pleased to report that the complex winding-down process initiated in January 2023 has been successfully concluded. Working closely with the FCA and our partners, the previous Board fulfilled its commitment to return digital assets held in Fibermode to customers. Consequently, Fibermode formally ceased its Financial Conduct Authority (FCA) authorisation on 11 May 2026 and is now beginning its dissolution. This marks a clean break and a significant milestone for the Company.

Board Transition and Recapitalisation

Following this milestone, the Company was successfully re-capitalised in September 2026. As part of this planned transition, the previous members of the Board stepped down, and Neil Jeffery and I were appointed as Non-Executive Directors in their place. I would like to place on record our sincere gratitude to Jonathan and Richard for their dedication over several years and for ensuring a seamless handover. The Board now sits in a strong position, with a clean balance sheet and the necessary capital to pursue our next chapter.

Strategic Focus: Reverse Takeover (RTO)

With legacy operations fully resolved, the Company is now operating as a clean cash shell. Our primary objective is clear: to identify, evaluate, and execute a Reverse Takeover (RTO) of a high-quality business that will deliver compelling, long-term value to our shareholders.

I am delighted to share that we are already in active discussions with promising prospects. While we remain disciplined in our evaluation and remind shareholders that no definitive agreement has yet been reached, we are highly encouraged by the quality of the deals we are considering. We will, of course, provide further announcements in due course as this strategy progresses.

Principal Risks and Uncertainties

Inability to identify a suitable RTO target

The Company's strategic objective is to enter into a Reverse Takeover (RTO) of an operating business, meaning its future success and viability are entirely dependent on the Board's ability to identify, negotiate, and complete a suitable acquisition target. The market for attractive acquisition opportunities is highly competitive, and there is no assurance that a suitable transaction will materialise. Failure to identify and complete an RTO would prevent the Company from achieving its primary purpose, which could ultimately result in the wind-down of the Company's operations, the return of capital to shareholders, or the loss of its stock exchange listing.

Requirement for further fundraises and certainty of these happening

The Company incurs ongoing administrative and compliance costs and may require significant additional capital to finance a future RTO transaction. Consequently, the business is heavily reliant on its ability to execute further capital raises in a timely fashion. The success and certainty of these fundraisings are subject to prevailing equity market conditions, investor appetite, and regulatory approvals, all of which are outside the Directors' control. If the Company is unable to secure further funding on acceptable terms, or at all, it may lack the working capital required to continue as a going concern, and existing shareholders could face significant dilution or the loss of their investment.

Directors

The directors who served during the period and up to the date of approval of these interim financial statements were:

David Mason - appointed 14^th September 2026

Neil Jeffery - appointed 14^th September 2026

Jonathan Rowland - resigned 14^th September 2026

Richard Morecroft - resigned 14^th September 2026

Financial Review

Performance of the business during the period and the position at period end.

Revenue for the 6 months ended 30 June 2026 decreased to £0k (6 months ended 30 June 2025: £133k), due to the Company focusing on the change over to the new Investors.

Administrative expenses for the 6-month period were £(95)k (6 months ended 30 June 2025: £52k) decreasing by £147k between the comparable periods. This was largely driven by the settlement of the loan to Redwood Bank.

Cash Balances as at 30 June 2026 were £13k (30 June 2025: £132k).

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:

David Mason

R8 Capital Investments PLC

CONDENSED GROUP FINANCIAL STATEMENTS - R8 CAPITAL INVESTMENTS PLC (12794676)

Condensed Consolidated Statement of Income for 6 months ended 30 June 2026

		Continuing Operations	Discontinued Operations	6 months to 30 June 2026 Unaudited	Continuing Operations	Discontinued Operations	6 months to 30 June 2025 Unaudited
	Notes	£'000	£'000	£'000	£'000	£'000	£'000
Revenue	4	-	-	-	-	133	133
Cost of sales		-	-	-	-	-	-
Gross profit		-	-	-	-	133	133
Administrative expenses	5	97	(2)	95	(55)	3	(52)
Operating Profit/(Loss)		97	(2)	95	(55)	136	81
Finance income	6	935	-	935	1,902	-	1,902
Finance costs		-	-	-	(31)	-	(31)
Profit/(Loss) before taxation		1,032	(2)	1,030	1,816	136	1,952
Taxation	8	-	-	-	-	-	-
Profit/(Loss) for the period		1,032	(2)	1,030	1,816	136	1,952
Basic and diluted profit per share (p)	9	0.96	-	0.96	1.73	0.13	1.86

Condensed Consolidated Statement of Comprehensive Income (12794676)

For 6-month period ended 30 June 2026

		Continuing Operations	Discontinued Operations	6 months to 30 June 2026 Unaudited	Continuing Operations	Discontinued Operations	6 months to 30 June 2025 Unaudited
	Note	£'000	£'000	£'000	£'000	£'000	£'000
Profit/(Loss) for the period		1,032	(2)	1,030	1,816	136	1,952
Other Comprehensive Income:
Reclassified to profit or loss when specific conditions are met		-	-	-	-	-	-
Total Comprehensive Profit /(Loss) for the period		1,032	(2)	1,030	1,816	136	1,952

The accompanying notes are an integral part of these financial statements.

Condensed Consolidated Statement of Financial Position (12794676)

As at 30 June 2026

			As at 30  June 2026 Unaudited	As at 30 June 2025 Unaudited	As at 31 December 2025 Audited
	Notes		£'000	£'000	£'000
Assets
Current Assets
Trade and other receivables	10		31	48	32
Cash and cash equivalents	11		13	132	32
Total Assets			44	180	64
Equity and Liabilities
Equity attributable to equity holders of the Group
Share Capital - Ordinary shares	13		1,074	1,048	1,074
Share Premium account	13		17,043	17,031	17,043
Profit and Loss Account			(19,205)	(19,727)	(20,235)
Group Reorganisation Reserve			454	454	454
Total Equity			(634)	(1,194)	(1,664)
Current Liabilities
Convertible Loan Notes	14		0	0	0
Current trade and other payables	12		678	1,374	1,728
Total Liabilities			678	1,374	1,728
Total Equity and Liabilities			44	180	64

 

Condensed Consolidated Statement of Changes in Equity (12794676)

For the 6-month period ended 30 June 2026

	Notes	Share capital	Share premium	Profit and loss account	Group Reorg. Reserve	Total equity
		£'000	£'000	£'000	£'000	£'000
As at 31 December 2024		1,048	17,031	(21,679)	454	(3,146)
Shares issued		-	-	-	-	-
Total comprehensive profit / (loss) for the period		-	-	1,952	-	1,952
As at 30 June 2025		1,048	17,031	(19,727)	454	(1,194)
Shares issued		26	12	-	-	38
Total comprehensive profit / (loss) for the period		-	-	(508)	-	(508)
As at 31 December 2025		1,074	17,043	(20,235)	454	(1,664)
Shares issued		-	-	-	-	-
Total comprehensive profit / (loss) for the period		-	-	1,030	-	1,030
As at 30 June 2026		1,074	17,043	(19,205)	454	(634)

The accompanying notes are an integral part of these financial statements.

Condensed Consolidated Statement of Cashflows (12794676)

For the 6-month period ended 30 June 2026

		As at		As at
			30 June  2026 Unaudited	30 June  2025 Unaudited
			£'000	£'000
Cash flows from operating activities
Operating Profit/ (loss)			95	81
Decrease/(Increase) in receivables			1	(12)
Increase/(decrease) in payables			(1,050)	(30)
Finance income			935	-
Net cash generated from operations			(19)	39
Cash flows from financing activities			-	-
Net cash from financing activities			-	-
Net increase / (decrease) in cash and cash equivalents			(19)	39
Cash and cash equivalents at the beginning of the period			32	93
Effect of exchange rate changes on cash and cash equivalents			-	-
Cash and cash equivalents at end of period			13	132
Represented by:  Bank balances and cash			13	132

The accompanying notes are an integral part of these financial statements.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS AS AT 30 JUNE 2026

1.         General information

R8 Capital Investments Plc was 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%	No Longer Trading
Greyfoxx Limited	United Kingdom	Indirect	100%	No Longer Trading
Fibere Limited	United Kingdom	Indirect	100%	No Longer Trading

Fibermode is no longer trading and ceased its Financial Conduct Authority (FCA) authorisation on 11th May 2026.

JGOO is no longer trading, it was a payment processing, marketing and advertising company.

Greyfoxx is no longer trading and ceased its Financial Conduct Authority (FCA). authorisation in March 2023

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 26th 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 2026 and as at 30 June 2025.

The Company is now operating as a clean cash shell. Its primary objective is to identify, evaluate, and execute a Reverse Takeover (RTO) of a high-quality business that will deliver compelling, long-term value to our shareholders.

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. The same accounting policies and methods are used in the Interims as compared with the most recent financial statements, the year ended 31 December 2025

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.

These condensed financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not constitute statutory accounts, nor do they include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2025 annual report. These interims have not been audited or reviewed by the auditor.

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. These cash flow forecasts currently indicate that the Company will have sufficient funds to cover current liabilities for a period of 12 months from the date of approval of these condensed financial statements.

As at the account date, the Company had entered into indicative, non-binding heads of terms with a group of potential new investors (introduced by Philip Barry and Nicholas Beal) for a minimum subscription of £500,000 into R8 Capital, comprising £300,000 from the potential new investors and £200,000 to be procured by the Company's Chairman, Jonathan Rowland, at a subscription price of £0.001 per ordinary share.  The fundraising has been subsequently completed and raised £500,000, and the Board considers this subscription to be sufficient to meet the Group's near-term working capital requirements within the going concern period (being 12 months from the date of approval of these condensed financial statements).

Foreign currency

The functional currency of the Group and subsidiaries is the Pound Sterling (£) because of significance of transactions in GBP. The presentational currency of the Group and subsidiaries is the accounting policy choice of group.

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.

Revenue recognition

Digital Wallet - Fibermode

On 26th 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 26th 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 2025, 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 2026 Unaudited	As at 30 June 2025 Unaudited
Financial assets	£'000	£'000
Cash and cash equivalents	13	132
Other receivables	31	48
Financial assets	44	180
Financial liabilities	£'000	£'000
Convertible Notes	-	-
Trade payables	574	333
Other Payables	104	1,041
Accruals	-	-
Financial liabilities	678	1,374

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

Trade and other payables are monitored as part of normal management operations.

The below, for 2026, is predominantly made up of accrued costs:

2026	Within 1 year	1-2 years	2-5 years
	£'000	£'000	£'000
Trade and other payables	678	-	-
Total	678	-	-
2025	Within 1 year	1-2 years	2-5 years
	£'000	£'000	£'000
Trade and other payables	1,374	-	-
Total	1,374	-	-

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

In the relevant period the Group's had no revenue. The Group's Revenue was previously made up of the trading commission on cryptocurrency assets and the liquidation of customer assets following the de-registration of Fibermode from the FCA. Fibermode is currently being wound down and previously provided customers the ability to manage their traditional (fiat) money and their digital assets (cryptocurrency) using the same mobile (or web) application. The "other" segment refers to all other activities of the Group including business development and group management and other non allocated functions. Within "other", the entities Greyfoxx and Fibere are now dormant and JGOO is no longer trading.

The Group currently only operates in the UK and so for now the presentation of a geographical split is not applicable.

	30 June 2026 - Unaudited
	JGOO	Fibermode	Other	Total
	£'000	£'000	£'000	£'000
Revenue	-	-	-	-
Cost of sales	-	-	-	-
Gross Profit / (Loss)	-	-	-	-
Administrative expenses	-	(2)	97	95
Operating Profit /(Loss)	-	(2)	97	95
Finance Income	-	-	935	935
Finance Cost	-	-	-	-
Profit / (loss) before taxation	-	(2)	1,032	1,030
Assets	-	-	44	44
Liabilities	11	113	554	678
Equity	(11)	(121)	(502)	(634)
Total Liabilities & Equity	-	(8)	52	44
	30 June 2025 - Unaudited
	JGOO	Fibermode	Other	Total
	£'000	£'000	£'000	£'000
Revenue	-	133		133
Cost of sales	-	-	-	-
Gross Profit / (Loss)	-	133	-	133
Administrative expenses	1	3	(56)	(52)
Operating Profit / (Loss)	1	136	(56)	81
Finance Income			1,902	1,902
Finance Cost			(31)	(31)
Profit / (Loss) before taxation	1	136	1,815	1,952
Assets	-	106	74	180
Liabilities	11	116	1,247	1,374
Equity	(11)	(10)	(1,173)	(1,194)
Total Liabilities & Equity	-	106	74	180

 

 

5.        Profit/Loss from operations

		As at 30 June 2026		As at 30 June 2025
Operating Profit/(loss) is stated after charging:
Directors' fees		(35)		(35)
Software costs		(6)		(3)
Legal and professional fees *		133		(30)
Audit Fees		5		10
Other administrative expenses		(2)		6
Total Administrative expenses		95		(52)

·     The gain on settlement of outstanding legal fees relates to an agreement with Troutman to pay all outstanding invoices at 10% of the amount owed this resulted in a credit to the P & L of £147k. This credit amount was partially offset by professional fees of £14k.

6.        Finance income

Finance income of £935k (6-month period ended 30 June 2025: £1,902k). 2026 income relates to an April 2026 agreement between Redwood Bank Limited to accept a payment of 10% of the outstanding debt, this resulted in the write off £935k to the P & L, with the final payment to be made on completion of fund raising. 2025 income arose as a result of the settlement and recognition of convertible loan note liabilities on 27 June 2025.

7.        Employment costs & directors

The average number of employees (including directors) during the period was made up as follows:

	As at	As at
	30 June 2026	30 June 2025
	Number	Number
Directors (including non-executive directors)	2	2
Administrative	-	-
Total	2	2

The cost of employees (including directors) during the period was made up as follows:

	As at	As at
	30 June 2026	30 June 2025
	£'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 2026	30 June 2025
	£'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.

8.         Taxation

	As at 30 June 2026	As at 30 June 2025
	£'000	£'000
Total current tax (Relief for R&D)	-	-
Factors affecting the tax charge for the period
Profit on ordinary activities before taxation	1,030	1,952
Profit on ordinary activities before taxation multiplied by average rate of UK corporation tax of 25%.	258	488
Effects of:
Depreciation	-	-
Research & Development tax credits	-	-
Tax losses carried forward	(258)	(488)
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 £18,581,479 (31 December 2025: £19,611,677) available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset of approximately £4,644,666 (31 December 2025: £4,902,216) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

9.         Earnings per share (EPS)

				As at	As at
				30 June 2026	30 June 2025
Basic and diluted
Profit for the period and earnings used in basic & diluted EPS (£'000)			1,030		1,952
Weighted average number of shares used in basic and diluted EPS			107,411,062		104,791,280
Profit per share (p)			0.96		1.86

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue throughout the period.

10.         Trade and other receivables

	As at 30 June 2026	As at  30 June 2025
	£'000	£'000
Trade receivable (net of provision)	-	4
VAT Receivable	31	44
	31	48

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 30 June 2026	As at  30 June 2025
	£'000	£'000
Cash at bank and in hand	13	12

12.      Trade and other payables

	As at 30 June 2026	As at  30 June 2025
	£'000	£'000
Trade payables	574	333
Other payables	-	2
Loan - Redwood (note 17)	104	1,039
	678	1,374

13.      Share capital

	Ordinary shares	Nominal value/share	Share capital	Share premium	Total consideration
	Number	£	£'000	£'000	£'000
At 30 June 2025	104,791,280	0.01	1,048	17,031	18,079
Ordinary shares issued on placing	2,619,782	0.01	26	12	38
At 31 December 2025	107,411,062	0.01	1,074	17,043	18,117
At 30 June 2026	107,411,062	0.01	1,074	17,043	18,117

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.

In accordance with IFRS 9 Financial Instruments, the Group has derecognised the convertible loan note liability upon settlement on 27 June 2025, as the contractual obligations were discharged in full at that date (IFRS 9 paragraph 3.3.1).

The gain on extinguishment has been measured as the difference between the carrying amount of the financial liability derecognised and the fair value of the consideration transferred, being the fair value of the ordinary shares in VVV Resources Limited (now VVV Sports Limited) issued to the noteholders at the settlement date, in accordance with IFRS 9 paragraph 3.3.3. The resulting gain of £1,902k has been recognised immediately in profit or loss at the date of derecognition.

The gain has been presented as other income in the consolidated statement of comprehensive income as it represents a gain arising from the derecognition of a financial liability rather than income arising from contracts with customers in the ordinary course of business. Accordingly, it does not meet the definition of revenue as set out in IFRS 15 Revenue from Contracts with Customers paragraph 5 and has been presented separately on the face of the income statement to provide users with a more faithful representation of the Group's financial performance.

15.     Reserves

The following describes the nature and purpose of each reserve within equity:

Share premium	Amount subscribed for share capital in excess of nominal value.
Retained earnings	Retained earnings represent all other net gains and losses and transactions with shareholders (example dividends) not recognised elsewhere.
Group Reorganisation Reserve	The consolidation of Mode Global Limited and its subsidiaries resulted in the elimination of the parent's investment in the subsidiaries, and the recognition of a group reorganisation reserve.

16.      Capital commitments

The Company has no capital commitments as at the 30 June 2026 and 30 June 2025.

17.      Related Party Transactions

The group has taken advantage of the exemption available under IAS 24 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. In April 2026 it was agreed by Redwood Bank Limited to accept a payment of 10% of the outstanding debt, this resulted in the write off £935k to the P & L, with the final payment to be made on completion of fund raising.

On 27 June 2025, R8 Capital settled £1.9 million of outstanding loan notes through the facilitated issuance of shares in VVV Resources Limited (now VVV Sports Limited), a related party, to noteholders on a pro-rata basis. This represented a significant balance sheet milestone, extinguishing the Company's convertible loan note obligations in full and generating a gain on derecognition, recognised in the income statement in accordance with IFRS 9.

18.      Events after the reporting date

The following material events occurred after the reporting date and before the approval of these financial statements:

Capital Raise and Restructuring: At the Company's Annual General Meeting (AGM) held on 21 August 2026, the shareholders agreed to sub-divide each existing Ordinary Share of £0.01 into one new Ordinary Share of £0.0001 and one Deferred Share of £0.0099. The rights attached to the new Ordinary Shares is identical in all respects to those of the previous Ordinary Shares.

The Deferred Shares are transferable only with the consent of the Company and will not be admitted to trading on the London Stock Exchange (or any other investment exchange). The Deferred Shares have no voting rights, no entitlement to attend General Meetings of the Company, no right to any dividend or other distribution. The holders of Deferred Shares are only be entitled to any repayment of capital on a winding up once the holders of New Ordinary Shares have received £1,000,000 in respect of each new Ordinary Share held by them.

In September 2026, following publication of the Company's Annual Review and Accounts, the Company completed an equity subscription of £500,000. The fundraising comprised: (i) £353,800 raised through combination of a placing and subscription, in consideration for the issue of new Ordinary Shares at an issue price of £0.00117 per share; and (ii) £146,200 raised in consideration for the issue of convertible loan notes ("CLNs"), convertible into Ordinary Shares in the Company at a subscription price of £0.00117 per share. The CLNs are unsecured and do not attract interest. They are convertible into Ordinary Shares at the option of the noteholders and subject to customary conditions, before a maturity date of 24 months from the date of the CLN instrument.

Completion of the subscription was conditional (among other things) on the Company's two major creditors - Redwood Bank Limited and Troutman Pepper Locke (UK) LLP - to accept a full and final settlement of their outstanding balances (£1,300,000 in aggregate) at 10 pence in the pound (£130,000 in aggregate).  These creditors agreed to this before completion of the fundraising

Completion and Change of Control: Subsequent to the reporting date, the conditions precedent were satisfied and shareholder approval was obtained. Following the successful completion of the subscription, the previous Board of Directors stepped down on 14 September 2026. A new Board of Directors, majority-appointed by the incoming group of investors, subsequently assumed control of the Company.

The Directors consider these to be material events after the reporting date.

19.      Ultimate controlling party

There is no ultimate controlling party of the Company.

- ENDS -

Enquiries:

Company David Mason / Neil Jeffery	[e-mail]
AlbR Capital Limited Corporate Broker Duncan Vasey	+ 44 (0) 20 7469 0930

 

END