Condensed Consolidated Statement of Changes in Equity (12794676)

For the 6-month period ended 30 June 2025

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

Condensed Consolidated Statement of Cashflows (12794676)

For the 6-month period ended 30 June 2025

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

NOTES TO THE CONDENSED FINANCIAL STATEMENTS AS AT 30 JUNE 2024

1.         General information

R8 Capital Investments Plc is the holding company for a group of companies that trade under the name 'Mode Global'. R8 Capital Investments was incorporated on 5 August 2020 under the laws of England with a registered number of 12794676. R8 Capital Investments is in the financial services business. Its business address is 2 Leman Street, London, United Kingdom, E1W 9US.

R8 Capital Investments wholly owns Mode Global Limited ("Mode Global"), which in turn owns 100% of JGOO Limited ("JGOO"), 100% of Greyfoxx Limited ("Greyfoxx") and 100% of Fibere Limited ("Fibere"). Greyfoxx wholly owns Fibermode Limited ("Fibermode"). R8 Capital Investments, together with its subsidiaries, are referred to herein as the "Group". All the limited companies are incorporated and domiciled in England. The registered company numbers of these companies are 09768854 (Mode Global Limited) 10805100 (JGOO Limited), 12123111 (Greyfoxx Limited), 12408852 (Fibere Limited) and 11085143 (Fibermode Limited).

Fibermode is currently being wound down and it did provide customers with the ability to manage their traditional (fiat) money and their digital assets (cryptocurrency) using the same mobile (or web) application.

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

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

Fibere Limited is no longer trading and it was the R8 Capital Investments Clothing Store where customers can get Bitcoin cashback for buying items that advertise R8 Capital Investments as a brand.

The Group's principal activity was investing in fintech companies. On 26^th January 2023, the board of the Company decided to cease its customer operations for Fibermode Ltd, JGOO Ltd and Greyfoxx Ltd in light of adverse market sentiment resulting from the collapse of FTX and the consequential lack of investor appetite for crypto-related businesses.

The condensed consolidated financial statements comprised of the Company and its subsidiaries (together referred to as "the Group") as at 30 June 2025 and as at 30 June 2024.

2.         Accounting policies

The principal accounting policies applied in the preparation of the condensed consolidated financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated. The same accounting policies and methods are used in the Interims as compared with the most recent financial statements, the year ended 31 December 2024

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 interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2024 annual report.

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 Group have insufficient funds to cover current liabilities for a period of 12 months from the date of approval of these condensed financial statements. The Group's plans indicate that they need to raise further finance, and the Directors are confident based on past history of successful fundraising and discussions with investors that it will be successful in raising these funds.

Also, as part of this process, the Group's board approved for Mode Global Limited to enter into a Company Voluntary Arrangement with its creditors on 5th April 2023. The CVA was completed on 28th May 2024 and all creditors have been settled under the agreement.

Contemporaneous with the Subscription of shares in VVV Sports Ltd, the Company agreed to issue 190,220,932 New Ordinary Shares to the R8 Capital Investment PLC Convertible Loan Noteholders in such amounts as are equal to the outstanding principal and interest due on such notes as at 31 March 2025 divided by the Subscription Price.

In consideration for the issuance of the R8 Noteholder Shares, VVV will be issued with 2,619,782 ordinary shares in R8 Capital, at the prevailing bid price, immediately on passing of the Resolutions.

However, as at the date of approval of these financial statements, there are no legally binding agreements in place in relation to any fundraising and as the success of any finance raising is outside the control of the Group, there can be no certainty that additional funds will be forthcoming, which indicates the existence of a material uncertainty which may cast doubt about the Group's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Group and Company was unable to continue as a going concern. In addition, the Company has received confirmation from a principal stakeholder that they would be willing, if required, to provide sufficient working capital to the Company to enable it to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements if additional funding cannot be secured from other investors. Any such support would be subject to the agreement of appropriate commercial terms and the execution of agreed form documentation. Whilst this confirmation provides additional comfort to the Directors in assessing the Group's liquidity position, no legally binding agreement is currently in place at the date of approval of these financial statements.

Foreign currency

The functional currency of the Group and subsidiaries is the Pound Sterling (£). The presentational currency of the Group and subsidiaries is £ because a significant amount of its transactions is in £.

Transactions entered by the Group's entities in a currency other than the reporting currency are recorded at the rates ruling when the transaction occurs. Foreign currency monetary assets and liabilities are translated at the rates ruling at the statement of financial position date. Exchange differences arising on the re-translation of outstanding monetary assets and liabilities are also recognised in the income statement.

Share capital

The costs directly associated with the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. For the options, these have been detailed below as share-based payments.

Revenue recognition

Digital Wallet - Fibermode

On 26^th January 2023 the board of the Company decided to cease its customer operations. R8 Capital Investments continues to work with the FCA and partners to return all fiat and crypto deposits to its customers over a wind down process.

Global Services - JGOO

On 26^th January 2023, the board of the Company decided to cease its customer operations for JGOO and all accounts with Alipay and WeChat were closed in Q1 2023.

Employee benefits

(i)   Short-term benefits

Wages, salaries, paid annual leave and sick leave and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the Company.

(ii)  Defined contribution plan

As at year ended 31 December 2024, the Company had a defined contribution pension scheme for employees with Scottish Widows. This scheme was closed when all staff were let go as part of the decision to cease trading in Q1 2023

Operating leases

The Group has elected not to recognise right-of-use assets and lease liabilities for its leases, all of which qualify as short-term leases which are defined as those with a lease term of 12 months or less with no purchase options. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Current taxation:

Current tax is the amount of income tax payable (or refundable) in respect of the taxable profit (or loss) for the year or prior years. Tax is calculated on the basis of the tax rates and laws that have been enacted or substantively enacted by the period end. Research and development tax credits are recognised on a cash basis due to the uncertainty around whether claims will be approved by the UK tax authorities.

Deferred taxation

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the statement of financial position differs from its tax base, except for differences arising on:

·      the initial recognition of goodwill.

·      the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and

·      investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted.

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities.

The Group is entitled to a tax deduction on the exercise of certain employee share options. A share- based payment expense is recorded in the income statement over the period from the grant date to the vesting date of the relevant options. As there is a temporary difference between the accounting and tax bases, a deferred tax asset may be recorded. The deferred tax asset arising on share option awards is calculated as the estimated amount of tax deduction to be obtained in the future (based on the Group's share price at the balance sheet date) pro-rated to the extent that the services of the employee have been rendered over the vesting period. If this amount exceeds the cumulative amount of the remuneration expense at the statutory rate, the excess is recorded directly in equity, against retained earnings. Similarly, current tax relief in excess of the cumulative amount of the Share-based payments expense at the statutory rate is also recorded in retained earnings.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits held on call, together with other short term highly liquid investments which are not subject to significant changes in value and have original maturities of less than three months.

Equity instruments

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities when approved for distribution.

Intangible assets - Software

Software has a finite life and is therefore carried at cost less accumulated amortisation. Amortisation is calculated using a straight-line method to allocate the cost of software and websites over their estimated useful lives of three years.

Accounting for cryptocurrencies

The Group's cryptocurrencies are held for the purpose of liquidity and settling customer trades in a timely manner. As a result, we account for cryptocurrencies as inventory under IAS2. Inventory is held at the lower of cost and net realisable value. Impairments are taken to the Profit and Loss account.

Property, plant and equipment

Property, plant and equipment are stated at historical cost less subsequent accumulated depreciation and accumulated impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the assets.

Subsequent costs are included in the asset's carrying amount, or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

Depreciation on property, plant and equipment is calculated using the straight-line method to write off their cost over their estimated useful lives at the following annual rates:

Computer equipment: 33% straight-line Plant and machinery: 33% straight-line

Financial assets and liabilities

Recognition and initial measurement

The Group initially recognises loans and advances, trade and other receivables/payables, and borrowings plus or minus transactions costs, when and only when the Group becomes party to the contractual provisions of the instruments.

Financial assets at amortised cost

The Group's financial assets at amortised cost comprise trade and other receivables. These represent debt instruments with fixed or determinable payments that represent principal or interest and where the intention is to hold to collect these contractual cash flows. They are initially recognised at fair value, included in current and non-current assets, depending on the nature of the transaction, and are subsequently measured at amortised cost using the effective interest method, less any provision for impairment.

Financial liabilities at amortised cost

Financial liabilities at amortised cost comprise trade and other payables. They are classified as current and non-current liabilities depending on the nature of the transaction and are subsequently measured at amortised cost using the effective interest method.

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or when it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognised) and the sum of (i) the consideration received (including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that had been recognised in OCI is recognised in profit or loss.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire.

Summary of critical accounting estimates and judgements

The preparation of financial information, in conformity with IFRS, requires the use of certain critical accounting estimates. Italso requires the directors to exercise their judgement in the process of applying the accounting policies which are detailed above. These judgements are continually evaluated by the directors and management, and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key estimates and underlying assumptions concerning the future, and other key estimated uncertainties at the date of the financial statements, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Management do not believe there to be estimates or judgements which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.

3.         Financial risk management Financial instruments

Fair value hierarchy

All the financial assets and financial liabilities recognised in the financial statements which are short- term in nature are shown at the carrying value, which also approximates the fair values for short- term financial instruments. Therefore, no separate disclosure for fair value hierarchy is required. The disclosure on fair value hierarchy does not apply to financial leases.

The Group's activities expose it to a variety of financial risks, mainly credit risk, liquidity risk and interest rate risk.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. In order to minimise this risk, the Group endeavours only to deal with companies which are demonstrably creditworthy.

The aggregate financial exposure is continuously monitored. The maximum exposure to credit risk is the value of the Group's outstanding bank balances. The Group's exposure to credit risk on cash and cash equivalents is considered to be low as the bank accounts are with banks with high credit ratings.

Liquidity risk

The Group currently holds cash and Bitcoin balances to manage trading activity and is managed centrally. Trade and other payables are monitored as part of normal management operations.

The below, for 2025, is predominantly made up of accrued costs:

Market risk - interest rate risk

The Group carries no interest rate risk at the respective year ends.

Capital risk management

The Group's capital management objectives are to ensure that the Group continues to operate as a going concern and provide an adequate return to shareholders by pricing products and services commensurate with the level of risk.

To meet these objectives, the Company reviews the budgets and forecasts on a regular basis to ensure there is sufficient capital to meet the needs of the Company through profitability and achieve a positive cash flow.

All working capital requirements are financed from existing cash resources.

4.         Segment information

The Group's Revenue is made up of the trading commission on cryptocurrency assets (Fibermode), as well as bespoke payment and marketing solutions on its Global Services platform (JGOO) and the "other" segment refers to all other activities of the Group including business development and group management and other no allocated functions.

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

5.        Loss from operations

Other administrative expenses in the period ended 30 June 2024 included a £720k credit arising as a result of a company voluntary agreement (CVA) made between Mode Global Limited and its creditors to repay its debts. The credit is the resulting write off of the remaining debts unpaid at the completion of the CVA.

6.         Finance income

Finance income of £1,902k (6 month period ended 30 June 2024: £Nil) has arisen as a result of the settlement and recognition of convertible loan note liabilities on 27 June 2025. Further information on this can be found in note 15.

7.         Employment costs & directors

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

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

The compensation of key management personnel, principally directors of R8 Capital Investments PLC, for the period were as follows:

No directors or key management personnel received termination benefits upon their departure.

8.         Taxation

Changes in tax rates

There are no factors that may affect future tax changes.

The Group has estimated tax losses of £17,015,871 (31 December 2024: £20,778,469) available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset of approximately £4,581,492 (31 December 2024: £5,069,617) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

9.         Earnings per share (EPS)

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the number of ordinary shares in issue at the end of the period.

10.         Tangible assets - computer equipment

11.         Trade and other receivables

12.         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.

13.      Trade and other payables

14.      Share capital

All shares of the Company rank pari passu in all respects.

15.      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.

16.     Reserves

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

17.      Capital commitments

The Company has no capital commitments as at the 30 June 2025 and 30 June 2024.

18.      Related Party Transactions

The group has not disclosed details of transactions between Group undertakings, as these have been eliminated on consolidation in line with IAS 24.

As at the reporting date, the Company had a commitment in respect of professional fees payable to Ernst & Young LLP amounting to £1,038,774 for reporting accountant services provided in connection with a proposed acquisition and re-admission to listing. Under a conditional arrangement entered into in April 2024, Redwood Bank Limited, agreed to pay these fees in the event that the Company was unable to do so. Notwithstanding this arrangement, the Company remained the primary obligor for the fees at the reporting date. From 12 months after the date of approval of these accounts, Redwood Bank Limited reserve the right to charge a reasonable commercial rate of interest on the amount outstanding from time to time.

On 27 June 2025 the convertible loan notes were settled through a transaction with VVV Resources Limited (now named VVV Sports Limited).

19.      Events after the reporting date

Nothing to report.

20.      Ultimate controlling party

There is no ultimate controlling party of the Company.

21.      Restatement

A number of rounding errors were noted in the comparative figures which have been corrected in these interim financial statements. The effect of these changes is to:

Changes to the statement of income to correct a £1,000 reclassification between administrative expenses and finance costs. This has had no net impact on the profit/loss for the period. This has increased discontinued operations administrative expenses by £1,000 but kept total administrative expenses the same and reduced the credit finance costs by £1,000 to £nil.

Decrease trade and other receivables by £1,000 and to increase the profit and loss account deficit by £1,000. This profit and loss account change is also included in the statement of changes in equity. There has been no impact on the statement of income. The change to trade and other receivables has impacted the statement of cashflows which also has a rounding error of £1,000 corrected on the effect of exchange rate changes on cash and cash equivalents.

Changes have also been made to notes 3 and 4, financial risk management and segment information to reflect the above trade and other receivables and equity rounding correction as well as rounding within the note itself. Administrative expenses for JGOO has been reduced by £1,000 to £nil, resolving a rounding error.

Changes to the loss from operations note, note 5, include a formatting error to add brackets to the figure for software costs (increasing the software costs disclosed by £6,000) and to correct a rounding error of £2,000 in legal and professional fees. These have an impact of £4,000 in the breakdown of the note, however due to a formula error in the production of the previously announced interim accounts, this has had no impact on the total disclosed administrative expenses. These corrections do not impact the administrative expenses figure per the statement of income. This corrects the breakdown of the administrative expenses note and ensures this agrees back to the statement of income.

The inclusion of the directors fees of £48,000 within the employment cost & directors note, this has had no impact on the financial statements, only the disclosure within the note.

The net impact of the above changes has had:

-     No impact on loss for the period

-     A £1,000 increase in the net liability position

-     A £1,000 decrease in total assets.

Further, there have been changes to operating profit for the period ended 30 June 2025 which had previously been stated as £1,851k (per the interim accounts announced on 26 January 2026 under RNS Number 4216Q). The operating profit for the same period is now stated as £81k. This change has occurred due to a reclass in finance income of £1,902k (further details of this amount can be found in note 6 and 15) out of administrative expenses and into finance income. The remaining difference of £132k is due to a casting error on the statement of income which excluded revenue of £133k and a further £(1)k rounding error from administrative expenses from the total of the operating profit. The £(1)k rounding error has caused a decrease in profit for the period of £1k.