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Registered number: 09446278 RI CAPITAL ADVISORS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
RI CAPITAL ADVISORS LIMITED COMPANY INFORMATION
Directors | O Samwer
| H Patel
| S Draper
Registered number | 09446278
Registered office | Longbow House
| 14-20 Chiswell Street
| United Kingdom
| EC1Y 4TW
Independent auditors | Ecovis Wingrave Yeats LLP
| Chartered Accountants & Statutory Auditors
| 3rd Floor, Waverley House
| 7-12 Noel Street
| London
| W1F 8GQ
RI CAPITAL ADVISORS LIMITED CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3 - 4
Independent auditors' report | 5 - 8
Statement of comprehensive income | 9
Balance sheet | 10
Statement of changes in equity | 11
Notes to the financial statements | 12 - 20
RI CAPITAL ADVISORS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present their Strategic Report for the year ended 31 December 2025. The Company’s principal activity continues to be an appointed investment advisor to affiliated private equity funds, namely Rocket Internet Capital Partners SCS, Rocket Internet Capital Partners II SCS, Rocket Internet Capital Partners (Euro) SCS, Rocket Internet Capital Partners (Euro) II SCS and GFC Global Founders Capital GmbH, Global Founders Capital GmbH & Co. Beteiligungs KG Nr. 1 and GFC US Invest I UG (haftungsbeschränkt) (together, the "Funds").
Business review
The Company provides investment advisory services in accordance with the investment mandate agreed with the Funds by sourcing potential investment opportunities in companies during their entire lifecycle (stage agnostic investments) inter alia in the fields of internet, e-commerce, life sciences and telecommunications and tasks related to such as considered relevant by the Funds. This includes monitoring the market for potential investments suitable for the Funds, the conduct of in-depth exploration of such investments and suggestion of appropriate investment opportunities for the Funds, and, in the event of an approval of an investment opportunity, facilitation of the investment.
Principal risks and uncertainties
The income of the Company is based on service agreements with the Funds, which guarantee a coverage of all operating expenses plus a mark-up. The agreements are independent of a certain performance level; thus the whole business is little affected by risks which are driven by market sentiment. Due to the cross-border activities of the Company there is a currency risk.
Financial key performance indicators
Due to the cost-plus arrangement and the guaranteed income from the Funds, frequent monitoring of key performance indicators is of less importance to the Company. An annual budget is approved by the board of directors which validly accounts for the prospected cost development mainly in personnel and consulting expenses throughout the year. These expense items constitute the key contributors to the overall performance as the Company is cross charging these expenses plus mark-up to the Funds.
Future Developments
The directors do not anticipate any changes to the nature of the Company’s business in the foreseeable future. Page 1
RI CAPITAL ADVISORS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Company
The directors have had regard to the matters set out in section 172 (1) (a) to (f) when performing their duty under section 172 in the following ways ∙the likely consequences of any decision in the long term; ∙the interest of the Company's employees; ∙the need to foster the Company's business relationships with suppliers, customers and others; ∙the impact of the Company's operations on the community and the environment; ∙the desirability of the Company maintaining a reputation for high standards of business conduct; and ∙the need to act fairly between members of the Company. This report was approved by the board on 24 April 2026 and signed on its behalf.
H Patel Director
Page 2
RI CAPITAL ADVISORS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors
The directors who served during the year were:
O Samwer
H Patel
S Draper
Directors' responsibilities statement
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the directors is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the directors has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Page 3
RI CAPITAL ADVISORS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Auditors
The auditors, Ecovis Wingrave Yeats LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 24 April 2026 and signed on its behalf.
H Patel Director
Page 4
RI CAPITAL ADVISORS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RI CAPITAL ADVISORS LIMITED
Opinion
We have audited the financial statements of RI Capital Advisors Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 5
RI CAPITAL ADVISORS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RI CAPITAL ADVISORS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 6
RI CAPITAL ADVISORS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RI CAPITAL ADVISORS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙We considered our general commercial and sector experience and held a discussion with the Directors and other management personnel to identify laws and regulations that could reasonably be expected to have a material effect on the financial statements. ∙We determined that the laws and regulations which are directly relevant to the financial statements are those that relate to the reporting framework (UK Generally Accepted Accounting Practice) and the relevant tax compliance regulations in the jurisdictions in which the Company operates. We evaluated the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. ∙The Company is subject to a number of other laws and regulations where consequences of non-compliance could have a material effect on the financial statements, for example imposition of fines/litigation, or the loss of the Company’s licence to trade. We identified the following areas as those most likely to have such an effect: specific aspects of regulatory capital and liquidity, and compliance with the FCA rules. The following procedures were performed to ensure there were no material misstatements as a result of non compliance: °Reviewed correspondence received from the FCA; °Discussed systems and controls; and °Enquires with management. ∙In addition, there are other significant laws and regulations which may have an effect on the determination of the amounts and disclosures in the financial statements being those laws and regulations relating to General Data Protection Regulation (GDPR), fraud, bribery and corruption. For these laws and regulations, the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through fines or litigation being imposed. As required by the auditing standards, auditing procedures in respect of non-compliance with these identified laws and regulations are limited to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. ∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, and discussing with management to understand where they considered there was susceptibility to fraud. As part of these discussions, we also gained an understanding of the controls that are in place which are designed to prevent and detect irregularities arising from fraud. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and posting of inappropriate journal entries in order to improve reported performance. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. Page 7
RI CAPITAL ADVISORS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RI CAPITAL ADVISORS LIMITED (CONTINUED) ∙Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations and fraud risks identified in the paragraphs above. In addition to the audit procedures, we communicated the identified laws and regulations to the audit team and remained alert to any indications of non-compliance throughout the audit. The specific audit procedures performed by the engagement team included: °Reviewed large and unusual bank transactions; °Review of all manual inputs into the financial statements; and °Review of board minutes. There are inherent limitations of an audit. There is a higher risk that irregularities, including fraud, will not be detected during the audit as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. The primary responsibility for the prevention and detection of non-compliance with all laws and regulations and fraud lies with both those charged with governance of the entity and management. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Jamie Mullen (Senior statutory auditor) for and on behalf of Ecovis Wingrave Yeats LLP Chartered Accountants & Statutory Auditors 3rd Floor, Waverley House 7-12 Noel Street London W1F 8GQ 24 April 2026 Page 8
RI CAPITAL ADVISORS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 1,523,099 | 1,568,195
Cost of sales |  | (403,359) | (591,063)
Gross profit |  | 1,119,740 | 977,132
Administration Expenses |  | (987,057) | (1,107,744)
Operating profit/(loss) | 5 | 132,683 | (130,612)
Interest receivable and similar income |  | 15,057 | 27,649
Profit/(loss) before tax |  | 147,740 | (102,963)
Tax on profit/(loss) | 9 | (18,792) | -
Profit/(loss) for the financial year |  | 128,948 | (102,963)
There was no other comprehensive income for 2025 (2024: £NIL).
The notes on pages 12 to 20 form part of these financial statements.
Page 9
RI CAPITAL ADVISORS LIMITED REGISTERED NUMBER: 09446278 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 10 |  | 5,415 |  | -
|  |  | 5,415 |  | -
Current assets |  |  |  |  |
Debtors Within One Year | 11 | 513,874 |  | 436,978 |
Cash at bank and in hand |  | 1,651,611 |  | 1,227,040 |
|  | 2,165,485 |  | 1,664,018 |
Creditors: amounts falling due within one year | 12 | (734,422) |  | (356,488) |
Net current assets |  |  | 1,431,063 |  | 1,307,530
Total assets less current liabilities |  |  | 1,436,478 |  | 1,307,530
Net assets |  |  | 1,436,478 |  | 1,307,530
Capital and reserves |  |  |  |  |
Called up share capital | 13 |  | 50,000 |  | 50,000
Profit and loss account |  |  | 1,386,478 |  | 1,257,530
Shareholder's funds |  |  | 1,436,478 |  | 1,307,530
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 April 2026.
H Patel
Director
The notes on pages 12 to 20 form part of these financial statements. Page 10
RI CAPITAL ADVISORS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 50,000 | 1,360,493 | 1,410,493
Comprehensive income for the year |  |  |
Loss for the year | - | (102,963) | (102,963)
At 1 January 2025 | 50,000 | 1,257,530 | 1,307,530
Comprehensive income for the year |  |  |
Profit for the year | - | 128,948 | 128,948
At 31 December 2025 | 50,000 | 1,386,478 | 1,436,478
| The notes on pages 12 to 20 form part of these financial statements.
Page 11
RI CAPITAL ADVISORS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
RI Capital Advisors Limited is a private company, limited by shares, incorporated in England & Wales, registration number 09446278. The registered office is Longbow House, 14-20 Chiswell Street, London, United Kingdom, EC1Y 4TW. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Rocket Internet SE as at 31 December 2025 and these financial statements may be obtained from Charlottenstraße 4, 10969 Berlin, Germany.
| 2.3 | Going concern
The Company made a profit in the year of £128,948 (2024 - Loss of £102,963), has net assets of £1,436,478 (2024 - £1,307,530) which includes bank and cash balances of £1,651,611 (2024 - £1,227,040). The parent company Rocket Internet SE has also indicated that it is willing to provide ongoing support to the Company in order to meet its financial obligations as they fall due if required. The directors are therefore satisfied that the statutory financial statements can be prepared under the going concern basis. Page 12
RI CAPITAL ADVISORS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised on a recharge basis of cost plus 5%. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.5 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Computer equipment | - | 3 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss. Page 13
RI CAPITAL ADVISORS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income. Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
| 2.7 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. Page 14
RI CAPITAL ADVISORS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Recoverability of amounts owed by group undertakings Management have concluded that the intercompany debtor balance within the financial statements is fully recoverable, however, the timing of the collection of the amount is uncertain.
4. | Turnover
| All turnover in both the current and prior period is attributable to markets outside the United Kingdom.
5. | Operating profit/(loss)
| The operating profit/(loss) is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation | 907 | -
| Exchange differences | (40,542) | 42,489
| Rent | 550 | 550
Page 15
RI CAPITAL ADVISORS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 14,932 | 12,432
|  | 14,932 | 12,432
| Fees payable to the Company's auditor in respect of: |  |
| All other services | 22,337 | 14,385
| Taxation compliance services | 2,350 | 2,800
|  | 24,687 | 17,185
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 206,813 | 25,574
| Social security costs | 19,521 | 2,273
| Cost of defined contribution scheme | 41,363 | -
|  | 267,697 | 27,847
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Employees | 3 | 3
Page 16
RI CAPITAL ADVISORS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Directors' and key management personnel remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 206,813 | 25,574
| Key management personnel are considered to be the same as those who are directors. The highest paid Director received remuneration of £109,590 (2024 - £25,574). The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £21,918 (2024: £Nil). During the year retirement benefits were accruing to 2 directors amounting to £41,363 (2024 - £Nil) in respect of defined contribution pension schemes.
9. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 18,792 | -
|  | 18,792 | -
| Total current tax | 18,792 | -
| Tax on profit/(loss) | 18,792 | -
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RI CAPITAL ADVISORS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 9.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is lower than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 147,740 | (102,963)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 36,935 | (25,741)
| Effects of: |  |
| Movement in deferred tax not recognised | (18,143) | 25,741
| Total tax charge for the year | 18,792 | -
10. | Tangible fixed assets
|  | Computer equipment
|  | £
| Cost or valuation |
| Additions | 6,322
| At 31 December 2025 | 6,322
| Depreciation |
| Charge for the year | 907
| At 31 December 2025 | 907
| Net book value |
| At 31 December 2025 | 5,415
| At 31 December 2024 | -
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RI CAPITAL ADVISORS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 506,611 | 411,252
| Other debtors | 5,590 | 23,522
| Prepayments and accrued income | 1,673 | 2,204
|  | 513,874 | 436,978
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
12. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 72,640 | 64,307
| Amounts owed to group undertakings | 558,754 | 229,850
| Corporation tax | 18,792 | -
| Other taxation and social security | 4,617 | 263
| Other creditors | 13,404 | 4,414
| Accruals and deferred income | 66,215 | 57,654
|  | 734,422 | 356,488
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
13. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 50,000 (2024 - 50,000) Ordinary shares of £1.00 each | 50,000 | 50,000
| The share has attached to it full voting rights, dividend and capital distribution rights.
14. | Related party transactions
| RI Capital Advisors Limited have taken the exemption under FRS 102, Section 33 Related Party Disclosures paragraph 33.1A, whereby the company is not required to disclose transactions with other companies that are wholly owned within the group.
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RI CAPITAL ADVISORS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Controlling party
The immediate parent Company is Rocket Internet SE, a company incorporated and registered in Germany. The smallest group, which includes the Company and for which group accounts are prepared, is Rocket Internet SE. Copies of the group financial statements of Rocket Internet SE are available from Charlottenstraße 4, 10969 Berlin, Germany. The ultimate parent company is Zerena GmbH, a company incorporated in Germany. Zerena GmbH prepares consolidated accounts and is the largest group, which includes the Company and for which group accounts are prepared.
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