Company No: 12801386 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	A Wastnage
	R J Wastnage

REGISTERED OFFICE	4th Floor Cumberland House
	15-17 Cumberland Place
	Southampton
	SO15 2BG
	United Kingdom

COMPANY NUMBER

12801386 (England and Wales)

ACCOUNTANT	S&W Partners LLP
	4th Floor Cumberland House
	15-17 Cumberland Place
	Southampton
	Hampshire
	SO15 2BG

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	3	117,803		0
Investments	4	55,960,411		75,389,336
		56,078,214		75,389,336
Current assets
Debtors
- due within one year	5	5,691,556		1,769,845
- due after more than one year	5	1,800,000		0
Investments	6	3,333,400		0
Cash at bank and in hand		6,263,156		673,727
		17,088,112		2,443,572
Creditors: amounts falling due within one year	7	( 169,493)		( 209,076)
Net current assets		16,918,619		2,234,496
Total assets less current liabilities		72,996,833		77,623,832
Provision for liabilities	8	( 95,346)		0
Net assets		72,901,487		77,623,832
Capital and reserves
Called-up share capital		10,405,380		10,405,380
Share premium account		64,748,830		64,748,830
Profit and loss account		( 2,252,723 )		2,469,622
Total shareholders' funds		72,901,487		77,623,832

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of RNIE Group Limited (registered number: 12801386) were approved and authorised for issue by the Board of Directors on 13 December 2025. They were signed on its behalf by:

R J Wastnage Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

RNIE Group Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 4th Floor Cumberland House, 15-17 Cumberland Place, Southampton, SO15 2BG, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, including Section 1A of Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The functional currency of RNIE Group Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

These financial statements are separate financial statements.

Going concern

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

The directors have made an assessment in preparing these financial statements as to whether the Company is a going concern and have concluded that there are no material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Comprehensive Income in the period in which they arise on monetary items.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Dividend income

Dividend income from investments is recognised when the shareholders' rights to receive payment have been established (provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably).

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on enacted or substantively enacted tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a reducing balance basis over its expected useful life, as follows:

Vehicles

20 % reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Non-basic financial instruments, including loan notes with contingent features, are measured at fair value through profit or loss in accordance with FRS 102 Section 12. Fair value is determined using valuation techniques based on unobservable inputs such as forecast performance and expected exit timing.

Investments
Investments in subsidiaries, associates and joint ventures are measured at cost less accumulated impairment.

Fair value measurement
The best evidence of fair value is a quoted price for an identical asset in an active market. When quoted prices are unavailable, the price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant change in economic circumstances or a significant lapse of time since the transaction took place. If the market is not active and recent transactions of an identical asset on their own are not a good estimate of fair value, the fair value is estimated by using a valuation technique.

Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Balance Sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	2		2

3. Tangible assets

	Vehicles		Total
	£		£
Cost
At 01 January 2024	0		0
Additions	118,583		118,583
At 31 December 2024	118,583		118,583
Accumulated depreciation
At 01 January 2024	0		0
Charge for the financial year	780		780
At 31 December 2024	780		780
Net book value
At 31 December 2024	117,803		117,803
At 31 December 2023	0		0

4. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	2
At 31 December 2024	2
Carrying value at 31 December 2024	2
Carrying value at 31 December 2023	2

	Listed investments		Investments in associates		Investments in joint ventures		Loans		Other investments		Total
	£		£		£		£		£		£
Cost or valuation before impairment
At 01 January 2024	0		73,422,844		1,966,490		0		0		75,389,334
Additions	35,943,777		0		0		15,000,000		3,057,389		54,001,166
Disposals	( 6,855,490)		( 73,422,844)		0		0		0		( 80,278,334)
Movement in fair value	213,539		0		0		6,600,000		34,704		6,848,243
At 31 December 2024	29,301,826		0		1,966,490		21,600,000		3,092,093		55,960,409
Carrying value at 31 December 2024	29,301,826		0		1,966,490		21,600,000		3,092,093		55,960,409
Carrying value at 31 December 2023	0		73,422,844		1,966,490		0		0		75,389,334

Other investments comprise holdings in hedge funds and private equity vehicles that are not listed on a recognised stock exchange. These investments are valued at fair value based on the latest available net asset value (NAV) provided by the fund managers.

Loans comprise of a loan note with contingent performance-linked features. The loan note is a non-basic financial instrument measured at fair value through profit or loss in accordance with FRS 102 Section 12. Fair value is determined using expected probabilities of various outcomes of performance. Inputs are classified as Level 3 under the fair value hierarchy as they include unobservable assumptions. The fair value movement of £6,600,000 during the year has been recognised in Other finance income. Valuation involves significant judgment and estimation uncertainty.

Investments in shares

Investments in associates

The following were associates of the Company:

Name of entity	Registered office	Class of shares	Ownership 31.12.2024	Ownership 31.12.2023
Qualasept Holdings Limited	3 Corsham Science Park, Park Lane, Corsham, Wiltshire, United Kingdom, SN13 9FU	Ordinary	45.00%	45.00%

During the year, the company disposed of its shareholding in Qualasept Holdings Limited, an associate company.

Investments in joint ventures

The following were joint ventures of the Company:

Name of entity	Registered office	Class of shares	Ownership 31.12.2024	Ownership 31.12.2023
Johafiky Investments Limites	c/o Bpb Accountancy Ltd Paulton House, Old Mills, Paulton, Bristol, BS39 7SX	Ordinary	50.00%	50.00%

5. Debtors

	2024		2023
	£		£
Debtors: amounts falling due within one year
Amounts owed by Group undertakings	3,318,218		1,769,845
Accrued income	1,026		0
Other debtors	2,372,312		0
	5,691,556		1,769,845
Debtors: amounts falling due after more than one year
Short term loans to joint ventures	1,800,000		0

Other debtors represents the earn-out consideration to be received in 2025, from the disposal of Qualasept in August 2024.

6. Current asset investments

	2024		2023
	£		£
Rothschild Money Market Investments, 4.65%	3,333,400		0

7. Creditors: amounts falling due within one year

	2024		2023
	£		£
Amounts owed to directors	19,472		169,472
Accruals	62,639		39,604
Taxation and social security	87,382		0
	169,493		209,076

The director's loan is interest free and repayable on demand.

8. Deferred tax

	2024		2023
	£		£
At the beginning of financial year	0		0
Charged to the Profit and Loss Account	( 95,346)		0
At the end of financial year	( 95,346)		0

The deferred taxation balance is made up as follows:

	2024		2023
	£		£
Fixed asset timing differences	( 29,451)		0
Capital gains	( 65,895)		0
	( 95,346)		0

9. Related party transactions

The Company has taken the available exemption under FRS102 Section 1A to not disclose related party transactions with other wholly owned group companies. Details of the debtor balances held with group companies can be found in note 5. The amounts are repayable on demand and no interest is charged on the balances.

During the year the Company received dividends totalling £1,415,250 (2023: £733,500) from its associate Qualasept Holdings Limited.

During the year, the company disposed of its shareholding in Qualasept Holdings Limited, an associate company. The transaction was conducted at arm’s length and on normal commercial terms. As consideration for the disposal, the company received £42,670,476 in cash, loan notes with a fair value of £21,600,000, and deferred earn-out consideration to be received in 2025, amounting to £2,372,312.

During the year the directors maintained a loan account with the Company. During the year the directors advanced the Company £nil (2023: £nil) and were repaid £150,000 (2023: £nil). At the year-end the Company owed the directors £19,472 (2023: 169,472). This loan is interest free, repayable on demand and shown within other creditors.