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Company registration number:
08880092
RRAM Bonds Plc
Financial statements
30 June 2025
RRAM Bonds Plc
Contents
Directors and other information
Strategic report
Directors report
Independent auditor's report to the members
Statement of income and retained earnings
Statement of financial position
Notes to the financial statements
RRAM Bonds Plc
Directors and other information
|
|
|
|
Directors |
Zulfiqar Ali Khan |
|
|
Arvid Traaseth Pedersen |
|
|
Suchit Punnose |
|
|
Paul Anthony Rodker |
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|
|
|
|
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Secretary |
Arvid Traaseth Pedersen |
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Company number |
08880092 |
|
|
|
|
|
|
|
Registered office |
16 Berkeley Street |
|
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Mayfair |
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London |
|
|
W1J 8DZ |
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|
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Business address |
16 Berkeley Street |
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London |
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W1J 8DZ |
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Auditor |
SRV Delson |
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Maruti House |
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1st Floor |
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369 Station Road |
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Harrow |
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HA1 2AW |
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RRAM Bonds Plc
Strategic report
Year ended 30 June 2025
Principal activities
The Company's principal activity was to issue interest bearing bonds to raise funds for the various projects under incubation by its majority shareholder Red Ribbon Asset Management Plc. The Company has been established to offer a fixed income product for investors who wish to indirectly participate in Red Ribbon Asset Management Plc's impact investment projects.
Business model
Company issues interest bearing unsecured bonds which is distributed through financial intermediaries and primarily targeting high net worth and sophisticated investors who seek income bearing impact investment bonds in their portfolio.
Business review and results
The Company did not issue any new bonds during the year. Interest receivable on loans was £1,393,555 (2024: £1,389,384), comprising £1,391,665 from Red Ribbon Asset Management Plc and £1,890 from Celebrasian Ltd. Interest payable on bonds was £1,089,764 (2024: £1,208,841), giving a gross interest margin of £303,791 (2024: £180,543). After administrative expenses, including a foreign exchange loss of £97,528 (2024: gain of £124,403), the Company made a profit before tax of £199,127 (2024: loss of £19,514). At 30 June 2025 net assets were £286,487 (2024: £87,359).
Key performance indicators
The directors monitor the margin between interest receivable from Red Ribbon Asset Management Plc and interest payable to bondholders, the timely payment of bond coupons and redemptions, and net assets. The gross interest margin was 21.8% of turnover (2024: 13.0%) and net assets were £286,487 (2024: £87,359). Interest payable on bonds for the year was £1,089,764 (2024: £1,208,841). At 30 June 2025, accrued bond interest of £2,044,373 had not been paid (see note 3).
Principal risks and uncertainties
The principal risks and uncertainties are:
(i) credit and liquidity risk, as the Company's ability to pay bond coupons and redemptions depends on the recovery of its loan to Red Ribbon Asset Management Plc;
(ii) refinancing risk, being the ability to raise new bonds or refinance existing bonds as they mature, in a market where higher interest rates have increased the cost of capital; and
(iii) currency risk on bonds denominated in euros and dollars. These matters give rise to a material uncertainty related to going concern, as set out in note 3.
Future developments
The Company will continue to seek to raise and refinance bonds to redeem current bonds in issue and also to fund the projects of Red Ribbon Asset Management Plc.
This statement has been prepared solely to provide information to assess how the Directors have performed their duty to promote the success of the company. Any forward-looking statements are made in good faith, based on the information available up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.The Board continues to take account of the impact of its decisions on all of our stakeholders, who include employees, customers, suppliers, shareholders, regulators, governments and local community. The Board believes that part of that responsibility includes understanding the views of those stakeholders and building constructive relationships with them. Further details on how we communicate and engage with our different stakeholders is included in the relevant sections below. During the year we have continued to ensure that the health, safety and wellbeing of our people and stakeholders has remained central to everything we do.The Directors confirm that they have acted in good faith to promote the success of the Company, carefully balancing long-term goals with stakeholder interests. This commitment is particularly significant given our strategy of issuing bonds to raise capital for our venture investments. Our ventures span across real estate, fintech and fund management, but are consistently underpinned by strategies in Mainstream Impact Investment, Emerging Technology, and Emerging Markets. Below is a summary aligned with Section 172 of the Companies Act 2006:(a) Long-term Strategic DecisionsOur long-term strategy involves raising capital through fixed income products to support high-impact venture projects across diverse sectors. By focusing on the synergies between Mainstream Impact Investment, Emerging Technology and Emerging Markets, we seek to generate above-market returns for bondholders while maximising sustainable value creation. Our governance framework supports well-informed, timely decisions, ensuring rigorous risk management and responsiveness to market opportunities.(b) Interests of the Company's EmployeesWe are committed to developing our people, providing learning opportunities and enhancing our workforce through diverse, accessible training routes. Investments in our people data systems support talent attraction and retention, while initiatives like online talent testing broaden candidate engagement. Health and safety are paramount, with proactive measures in place to protect and support employee wellbeing. Regular performance reviews, employee engagement surveys and continuous improvement drive our approach to retain and grow our talent base.(c) Foster the Company's Business Relationships with Suppliers, Customers, and OthersOur supply chain partnerships are founded on mutual trust and longevity. Business-to-business meetings and tailored engagement strategies enable us to align closely with suppliers on large projects. We maintain strong customer relationships through strategic five-year plans, regular communication and feedback mechanisms, ensuring we meet their needs and foster innovation. We also engage our shareholders and stakeholders transparently, with open communication on both financial and non-financial goals. Regular interactions with financial institutions, regulatory bodies, and industry organisations strengthen these connections.
(d) Impact of the Company's Operations on the Community and EnvironmentWe are committed to positive community impact through support for local schools, charities, and organisations. Our environmental strategy is guided by our Mainstream Impact Investment (MII) principles, which focus on climate action, responsible resource management and sustainability. Our priorities include minimising environmental impact, supporting a circular economy, and fostering an ethical supply chain. This approach aims to future-proof the business and support sustainable, resilient growth.
(e) Maintain Reputation for High Standards of Business Conduct
We uphold high standards of integrity and ethical conduct across all areas of our business. Every employee and partner is expected to maintain these standards, with a strong framework of oversight and compliance in place. Our zero-tolerance policy towards fraud and unethical behaviour, combined with rigorous adherence to regulatory, legal and ethical standards, supports trust and accountability throughout our operations.
(f) Fairness between Members of the Company
The Board is committed to transparency and fairness in its treatment of all members, ensuring impartiality and equitable decision-making in all of our activities.
This report was approved by the board of directors on 9 October 2026 and signed on behalf of the board by:
Arvid Traaseth Pedersen
Director
RRAM Bonds Plc
Directors report
Year ended 30 June 2025
The directors present their report and the financial statements of the company for the year ended 30 June 2025.
Directors
The directors who served the company during the year were as follows:
|
|
Zulfiqar Ali Khan |
|
Arvid Traaseth Pedersen |
|
Suchit Punnose |
|
Paul Anthony Rodker |
|
Dividends
The directors do not recommend the payment of a dividend.
Future developments
The company will continue to issue interest bearing bonds to raise funds for the various projects.
Greenhouse gas emissions and energy consumption
Information not included
The company consumed 40,000kWh of energy or less in the UK during the period.
Employee involvement
It is the policy of the Company to support the employment of disabled persons, both in recruitment and by retention of employees who become disabled whilst in the employment with the Company, as well as generally through training and career development.
Financial instruments
The Company's principal financial instruments are its loan to Red Ribbon Asset Management Plc and the bonds it has issued. The main risks arising from these are credit risk on the loan to the parent company, liquidity and refinancing risk on bond coupons and redemptions, and currency risk on bonds denominated in euros and dollars. These risks are monitored by the directors. The Company does not use derivative financial instruments.
Disclosure of information in the strategic report.
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report.
Directors responsibilities statement
The directors are responsible for preparing the strategic report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
-
select suitable accounting policies 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; and
-
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 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.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
-
so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.
This report was approved by the board of directors on
09 October 2026
and signed on behalf of the board by:
Arvid Traaseth Pedersen
Director
RRAM Bonds Plc
Independent auditor's report to the members of
RRAM Bonds Plc
Year ended 30 June 2025
Opinion
We have audited the financial statements of RRAM Bonds Plc (the 'company') for the year ended 30 June 2025 which comprise the statement of income and retained earnings, statement of financial position and notes to the financial statements, 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 FRS 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 30 June 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 auditor’s 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 UK, including the FRC’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.
Material Uncertainty Related to Going Concern
We draw attention to the going concern note in the financial statements, which indicates that the company's ability to meet its obligations to bondholders depends on the recovery of its loan of £12,742,545 due from its parent company and on its ability to raise or refinance bonds as they fall due, and that bond coupons of £2,044,372 were unpaid at the date of approval.
As stated in note these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinions 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 has 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 where 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 the 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, 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.
Auditor's 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 auditor’s 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: 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:The objectives of our audit, in respect to detecting irregularities including fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Enquiry of management and those charged with governance around actual and potential litigation and claims; Performing audit work over the risk of management override of controls. including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. Reviewing minutes of meetings of those charged with governance; Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant UK tax compliance regulations and Data Protection Regulation (GDPR).Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. we also: -
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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.
Sailesh Rameshchandra Vaghjee
(Senior Statutory Auditor)
For and on behalf of
SRV Delson
Chartered Certified Accountants and Statutory Auditors
Maruti House
1st Floor
369 Station Road
Harrow
HA1 2AW
09 October 2026
RRAM Bonds Plc
Statement of income and retained earnings
Year ended 30 June 2025
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2025 |
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2024 |
|
|
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|
Note |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover |
|
4 |
|
1,393,555 |
|
1,389,384 |
|
|
|
Cost of sales |
|
|
|
(
1,089,764) |
|
(
1,208,841) |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
Gross profit |
|
|
|
303,791 |
|
180,543 |
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
|
(
103,748) |
|
(
198,997) |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
Operating profit/(loss) |
|
5 |
|
200,043 |
|
(
18,454) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable and similar expenses |
|
6 |
|
(
915) |
|
(
1,060) |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
Profit/(loss) before taxation |
|
|
|
199,128 |
|
(
19,514) |
|
|
|
|
|
|
|
|
|
|
|
|
Tax on profit/(loss) |
|
7 |
|
- |
|
- |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
Profit/(loss) for the financial year and total comprehensive income |
|
|
|
199,128 |
|
(
19,514) |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings at the start of the year |
|
|
|
20,910 |
|
40,424 |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
Retained earnings at the end of the year |
|
|
|
220,038 |
|
20,910 |
|
|
|
|
|
|
_______ |
|
_______ |
|
|
|
|
|
|
|
|
|
|
|
All the activities of the company are from continuing operations.
RRAM Bonds Plc
Statement of financial position
30 June 2025
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2025 |
|
|
|
2024 |
|
|
|
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Note |
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Fixed assets |
|
|
|
|
|
|
|
|
|
|
Investments |
|
8 |
- |
|
|
|
11,202 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
|
|
|
|
|
|
- |
|
|
|
11,202 |
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Debtors |
|
9 |
12,742,545 |
|
|
|
11,365,428 |
|
|
|
Cash at bank and in hand |
|
|
381 |
|
|
|
1,398 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
|
|
|
|
12,742,926 |
|
|
|
11,366,826 |
|
|
|
Creditors: amounts falling due |
|
|
|
|
|
|
|
|
|
|
within one year |
|
10 |
(
2,560,718) |
|
|
|
(
1,449,950) |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
|
|
Net current assets |
|
|
|
|
10,182,208 |
|
|
|
9,916,876 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
Total assets less current liabilities |
|
|
|
|
10,182,208 |
|
|
|
9,928,078 |
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due |
|
|
|
|
|
|
|
|
|
|
after more than one year |
|
11 |
|
|
(
9,895,721) |
|
|
|
(
9,840,719) |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
Net assets |
|
|
|
|
286,487 |
|
|
|
87,359 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
|
|
|
|
Called up share capital |
|
12 |
|
|
50,000 |
|
|
|
50,000 |
|
Share premium account |
|
13 |
|
|
16,449 |
|
|
|
16,449 |
|
Profit and loss account |
|
13 |
|
|
220,038 |
|
|
|
20,910 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
Shareholders funds |
|
|
|
|
286,487 |
|
|
|
87,359 |
|
|
|
|
|
_______ |
|
|
|
_______ |
|
|
|
|
|
|
|
|
|
|
These financial statements were approved by the
board of directors
and authorised for issue on
09 October 2026
, and are signed on behalf of the board by:
Arvid Traaseth Pedersen
Director
Company registration number:
08880092
RRAM Bonds Plc
Notes to the financial statements
Year ended 30 June 2025
1.
General information
The company is a public company limited by shares, registered in England & Wales. The address of the registered office is 16 Berkeley Street, Mayfair, London, W1J 8DZ.
Principal Activities
The principal activity of the company is the issue of interest bearing bonds and the lending of the proceeds to its parent company, Red Ribbon Asset Management Plc, to fund its projects.
2.
Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The financial statements have been prepared on a going concern basis, having considered cash flow forecasts to 30 June 2028, at least 12 months from the date of approval.The company issues bonds and lends the proceeds to its parent, Red Ribbon Asset Management Plc ("RRAM Plc"). At 30 June 2025 the company had net assets of £286,487 and cash of £381.Its principal asset is a loan of £12,742,545 due from RRAM Plc, which is past its due date. Its principal liabilities are bonds and accrued coupons of £11,964,697. Accrued bond interest of £2,044,373 had not been paid at 30 June 2025. The company has [sought / obtained] bondholder consent to extend the maturity of the bonds to 30 June 2027 and to roll up interest to that date. The company's ability to repay the bonds on 30 June 2027 depends on recovering its loan to RRAM Plc. That depends on an investment in RRAM Plc by an institutional investor, which RRAM Plc has informed the directors is expected to complete before 30 June 2027.As neither the bond extension nor the investment is within the directors' control, a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. The directors nonetheless expect both to be achieved and have therefore adopted the going concern basis. The financial statements do not include any adjustments that would result if the company were unable to continue as a going concern.
Judgements and key sources of estimation uncertainty
In applying the company's accounting policies, the directors consider the key judgement to be the recoverability of the loan of £12,742,545 (2024: £11,365,428) due from the parent company, Red Ribbon Asset Management Plc. The directors have assessed the recoverability of this balance with reference to the parent company's financial statements, cash flow forecasts and receipts after the year end and have concluded that no impairment is required. This assessment is subject to the uncertainty described in the going concern policy above.
Turnover
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Taxation
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit or loss.
Fixed asset investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Impairment
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
4.
Turnover
Turnover arises from:
|
|
|
2025 |
2024 |
|
|
|
£ |
£ |
|
Interest receivable on loans |
|
1,393,555 |
1,389,384 |
|
|
|
_______ |
_______ |
|
|
|
|
|
Interest receivable in the year comprised £1,391,665 from Red Ribbon Asset Management Plc and £1,890 from Celebrasian Ltd
The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
Turnover represents interest receivable on loans, principally to the parent company, which arises from the company's principal activity of lending the proceeds of its bond issues to its parent company. Interest income is recognised in profit or loss using the effective interest method.
5.
Operating profit/loss
Operating profit/loss is stated after charging/(crediting):
|
|
|
|
2025 |
2024 |
|
|
|
|
£ |
£ |
|
Foreign exchange differences |
|
|
97,528 |
(
124,403) |
|
Fees payable for the audit of the financial statements |
|
|
5,500 |
5,500 |
|
|
|
|
_______ |
_______ |
|
|
|
|
|
|
6.
Interest payable and similar expenses
|
|
|
|
2025 |
2024 |
|
|
|
|
£ |
£ |
|
Bank loans and overdrafts |
|
|
769 |
910 |
|
Other interest payable and similar expenses |
|
|
146 |
150 |
|
|
|
|
_______ |
_______ |
|
|
|
|
915 |
1,060 |
|
|
|
|
_______ |
_______ |
|
|
|
|
|
|
Total interest income on financial assets measured at amortised cost was £1,393,555 (2024: £1,389,384) and total interest expense on financial liabilities measured at amortised cost was £1,090,679 (2024: £1,209,901).
7.
Tax on profit/loss
No provision for corporation tax liabilities has been made in these financial statements due to utilisation of tax losses brought forward.
Reconciliation of tax expense
|
|
|
2025 |
2024 |
|
|
|
£ |
£ |
|
Profit/(loss) before taxation |
|
199,128 |
(
19,514) |
|
|
|
_______ |
_______ |
|
|
|
|
|
|
Profit/(loss) multiplied by rate of tax |
|
49,782 |
(
4,879) |
|
Utilisation of tax losses |
|
(
49,782) |
- |
|
Unrelieved tax losses |
|
- |
4,879 |
|
|
|
_______ |
_______ |
|
Tax on profit/loss |
|
- |
- |
8.
Investments
|
|
Shares in group undertakings |
Total |
|
|
|
|
|
|
£ |
£ |
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
At 1 July 2024 |
11,202 |
11,202 |
|
|
|
|
|
Disposals |
(
11,202) |
(
11,202) |
|
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
At 30 June 2025 |
- |
- |
|
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
Impairment |
|
|
|
|
|
|
|
At 1 July 2024 and 30 June 2025 |
- |
- |
|
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
Carrying amount |
|
|
|
|
|
|
|
At 30 June 2025 |
- |
- |
|
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
At 30 June 2024 |
11,202 |
11,202 |
|
|
|
|
|
|
_______ |
_______ |
|
|
|
|
|
|
|
|
|
|
|
|
9.
Debtors
|
|
|
2025 |
2024 |
|
|
|
£ |
£ |
|
Other debtors |
|
12,742,545 |
11,365,428 |
|
|
|
|
|
No money have been called for the unpaid share capital and the directors are confident when the calls are made the amount will be received. Total interest income on financial assets measured at amortised cost was £1,393,555 (2024: £1,389,384) and total interest expense on financial liabilities measured at amortised cost was £1,090,679 (2024: £1,209,901).
10.
Creditors: amounts falling due within one year
|
|
|
2025 |
2024 |
|
|
|
£ |
£ |
|
Bank loans and overdrafts |
|
5,556 |
6,360 |
|
Trade creditors |
|
449,324 |
446,277 |
|
Accruals and deferred income |
|
12,404 |
11,972 |
|
Corporation tax |
|
2,236 |
1,890 |
|
Other creditors |
|
2,091,198 |
983,451 |
|
|
|
_______ |
_______ |
|
|
|
2,560,718 |
1,449,950 |
|
|
|
_______ |
_______ |
|
|
|
|
|
11.
Creditors: amounts falling due after more than one year
|
|
|
2025 |
2024 |
|
|
|
£ |
£ |
|
Bank loans and overdrafts |
|
22,222 |
27,508 |
|
Other creditors |
|
9,873,499 |
9,813,211 |
|
|
|
_______ |
_______ |
|
|
|
9,895,721 |
9,840,719 |
|
|
|
_______ |
_______ |
|
|
|
|
|
Other creditors include interest accrued on bonds.
12.
Called up share capital
Issued, called up and fully paid
|
|
|
2025 |
|
|
|
2024 |
|
|
|
|
|
No |
|
£ |
|
No |
|
£ |
|
Ordinary shares of £
0.01 each |
|
5,000,000 |
|
50,000 |
|
5,000,000 |
|
50,000 |
|
|
|
_______ |
|
_______ |
|
_______ |
|
_______ |
|
|
|
|
|
|
|
|
|
|
Called-up share capital represents the nominal value of shares that have been issued.
13.
Reserves
The profit and loss reserve includes all current and prior retained period profits and losses
14.
Related party transactions
The company has taken advantage under FRS 102 S33 not to disclose transactions with group companies whose voting rights are controlled within the group.
15.
Controlling party
The ultimate controlling party is
Suchit Punnose
, a director of the company, by virtue of his controlling interest in Red Ribbon Asset Management Plc.
16.
Employees and directors' remuneration
The company had no employees during the year (2024: none) other than the directors. The directors received no remuneration for their services to the company (2024: £nil).
17.
Ultimate parent undertaking
The ultimate parent undertaking is Red Ribbon Asset Management Plc, company registered in England & Wales.