red24
Annual report & accounts for the year ended 31 March 2013
one
CONTENTS
Overview
Highlights  2
Chairman’s statement  3
Business Review
Chief Executive’s review  4-6
Corporate and social responsibility  7
Governance
Directors’ report  8-10
Corporate governance statement  11-12
Remuneration report  13-14
Statement of directors’ responsibilities  15
 Special Risk and Recall Consultants        Special Risk and Recall Cases        In-Country Capabilities        Soft and Hard Physical Response
red24’s Operational Footprint:
Independent auditor’s report  16
Financial statements
Consolidated income statement  17
Consolidated statement of comprehensive income  17
Statements of changes in equity  18
Balance sheets  19
Cash flow statements  20
Notes to the financial statements  21-50
Company information
Notice of the Annual General Meeting  51-54
Directors and advisers  55 red24
Annual report & accounts for the year ended 31 March 2013
About red24
Red24 is a crisis assistance company that provides a range of security and 
business support services, offering preventative and reactive advice to help 
organisations and individuals to avoid or manage security and business risks 
to themselves, their families and their businesses. Its products and services 
are distributed through leading international financial service companies.
Highlights
• Revenue increased by 12% to £6,503,265 (2012: £5,819,328)
• Profit Before Tax up 9% to £940,104 (2012: £863,093)
•  Cash balance stable at £2,048,675 (2012: £2,070,173) even after the 
purchase of the Cape Town building
•  Dividend payment increased by 25% to 0.40p per share (2012: 0.32p)  
paid in January
• Basic EPS of 1.55p (2012: 1.53p)
• Food and product safety assistance service has successful first year
+9%
Profit before 
tax
+25%
Dividend
-1%
Net cash
+12%
Revenue
Revenue
£’000
2009 2010 2011 2012 2013
Profit before tax
£’000
OVERVIEW
two
At a glance
2013
2009 2010 2011 2012 2013
3,321
4,288
5,263
5,819
6,503
584
628
742
863
940 red24
Annual report & accounts for the year ended 31 March 2013
three
Introduction
I am pleased to present our annual report for the year ended  
31 March 2013.
Financial Overview
The business continues to grow in line with our expectations. 
Revenue has increased by 11.8% to £6,503,265 from 
£5,819,328 achieved last year. All of this growth has been 
achieved organically. Profit before tax of £940,104 is an increase 
of 8.9% on the previous year’s £863,093.
This profits growth has not flowed through to a corresponding 
increase in earnings per share as the tax charge has risen to 
19.4% from 13.5% last year and just 2.4% the previous year. 
This reflects the steady utilisation of our tax losses. The tax 
charge is likely to increase only modestly in the coming year, so 
that growth in profits will flow through to earnings per share.
The net assets per share continue to increase and are now 
6.4p per share up from 5.2p last year. In January 2013 we 
completed the purchase of the building housing our Crisis 
Response Management Centre in Cape Town. Slightly over half 
the purchase price was funded by a local bank loan and the rest 
provided from our available cash. Despite this, and payment 
of UK corporation tax for the first time, our available cash has 
scarcely declined.
The dividend paid to shareholders in January this year  
increased to 0.40p per share from 0.32p, which is almost four 
times covered by earnings. The Board remain committed to a 
progressive dividend policy and have decided to recommend to 
shareholders that a final dividend of 0.20p be paid. The intention 
is that this will be paid in September and that the payment of the 
interim dividend for 2014 will be pushed back to March.
The Board are pleased to note that the average share price in 
the year was 12.71p compared to 11.47p in the previous year 
and just 8.76p in the year before that, and believe this reflects 
the Board’s commitment to the sustainable long term growth of 
the business.
Outlook
We have worked hard to build up a reputation with well 
established clients for high quality work and we see future 
growth both from our existing services and also from the 
addition of other services that are likely to be of assistance to 
those clients.
The work of the past few years is now showing through in the 
group’s financial performance and this is in turn being reflected 
more closely in the share price. Although there are risks to any 
business and these are considered in the Directors’ Report, the 
Board feel encouraged by the progress of the last year and are 
confident of further progress to come.
Staff
Our staff are absolutely crucial to the quality of service provided 
and to creating an environment where we can attract good 
quality people who want to come to work for us. The Board are 
most grateful to all the staff for their hard work and are gratified 
that so many of them are choosing to build their careers with  
the group.
Simon Richards
Chairman
10 June 2013
CHAIRMAN’S STATEMENT red24
Annual report & accounts for the year ended 31 March 2013
four
The group is organised into two segments, security assistance and business support,  
in which we use our business model to provide services to our clients.
Business model
The red24 business model has been developed in the security industry to provide assistance 
to individuals and organisations in managing their security risks. Assistance is provided on 
an escalating basis as threats develop:
Advice Support Response
This model enables the group to add value to clients enabling 
them to select the level of assistance they wish to embed 
in their own product and the level they wish to buy in on an 
ad hoc basis. Within the security industry this approach has 
enabled us to sustain margins as the business has expanded
and has led to opportunities to utilise the model to develop 
other business support services to clients. Security 
management training for the extractive industries and product 
safety assistance to the food industry, have been particular 
fields of success.
CHIEF ExECUTIVE’S REVIEW
2012 2013
£4,667k
£2,101k
£4,402k
Turnover:
Segments Key:
£1,282k
£1,399k
£1,986k
£106k
£1,046k
£568k
£1,519k
£2,315k
£953k
£1,148k
£1,152k
Business Support
Training
red24assist
Security
Volume Mandatory
Insurance 
Response Security Assistance
This segment comprises our global security service which 
provides preventative and reactive advice to help individuals 
and businesses avoid and manage personal risks to 
themselves, their staff and their families.
In addition to the advisory and support services which we 
provide on a volume mandatory basis to clients of HSBC and 
AIG, we also act as the designated adviser to a number of 
insurance companies who insure against special security risks. 
In this segment it is usual to find that 80% of the revenues
are fixed and approximately 20% derive from incidents for 
which a response is required. This adds greatly to the forward 
visibility of the business, particularly as most of these revenues 
are contracted for a period of three years at a time. We are 
particularly pleased that our contract with HSBC has been 
renewed for a further three years and now runs until 2017.
The day to day operation of the service is based in our Crisis 
Response Management Centre in Cape Town, which houses 
some 60 staff who provide security analysis and advice, 
customer service, response co-ordination and IT. This cost is 
largely fixed and supported by the contracted revenues.
Response work is inherently less predictable and generally 
involves the use of independent consultants, most of whom 
are trusted freelancers, but in some categories of business 
retained consultants are engaged. Although there were no 
major “headline” incidents this year we continued to be active, 
particularly in Africa and the Middle East.
In January we published our Threat Forecast 2013, which is 
available on our website www.red24.com and which itself has 
been significantly enhanced.
With the launch of our red24Assist service in late 2011 as 
a much enhanced offering in the product contamination 
insurance markets, we decided to include this product in 
the business support segment rather than security. Our old 
product contamination service was included in this segment 
and the migration of clients to the new service has been 
responsible for the fall in segment revenues, without which 
there would have been 2% growth in the year. Net margins 
have been maintained despite the fixed nature of the revenues 
and the impact of South African inflation on the cost base; this 
is largely due to the Rand declining over the course of the year 
to offset that impact. Acquisition of the premises helps to fix 
the cost of our second largest overhead.
Looking forward we are pleased that almost all clients are 
renewing when the time comes; albeit sometimes at lower 
income levels if their own revenues have not reached their 
expectations. We continue to attract new clients and are 
pleased to have attracted insurers from continental Europe 
and also our first credit card issuer. We anticipate that these 
developments will restore actual top line growth to this segment.
Business Support
This segment comprises the Arc Training International 
Academy for Security Management, our product safety 
advisory service, red24Assist, our environmental advisory 
service, green24, and a new cyber crime product.
Arc Training is one of the UK’s leading providers of security 
management training courses and one of the best-known 
international security management training companies in 
the world. The courses offer a range of qualifications and 
education for full-time security professionals and for managers 
for whom security is one of their key responsibilities. Each year 
a published programme of courses, open to all, is run in the 
UK and, increasingly overseas where they may be branded 
as Arc courses or be run in conjunction with local training 
partners. Revenues from this business grew by 9.5% in the 
year and again exceeded £1m.
As we anticipated, the passing of the Food Safety 
Modernization Act in the United States has introduced 
significant legislative requirements across the food industry 
in that country. This is a significant opportunity to use our 
business model to grow a business, almost from scratch, 
which is supported by teams of food specialists in the United 
States and in Europe, and by our website. Revenues fell just 
short of £1m, a significant increase on the £360k of revenue 
produced by the earlier product contamination service.
five
CHIEF ExECUTIVE’S REVIEW
red24
Annual report & accounts for the year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
six
Whilst our environmental service has failed to produce 
stand alone revenues, the web based advice has been well 
received and is becoming a desired part of our overall offering, 
particularly red24Assist.
We see an opportunity to use our business model to develop a 
cyber-crime service to support insurers in the UK and this went 
live with our first insurer in April 2013. In the US roughly 50% of
businesses insure against cyber-crime, in the UK this 
percentage is 5% or less and we believe this will increase in 
the next few years as awareness of the issue grows. 
Overall revenues in this segment grew by 82%, of which 10% 
came from the training business and the rest from red24Assist. 
Increasing the breadth of the business support offering has 
led to improved margins, but they are still lower than those in 
security where there is a higher fixed cost base.
To date the group has been able to expand organically by 
recruiting appropriate specialists in the desired fields without 
the need for acquisitions. However the Board is mindful that 
acquisition remains an additional avenue to growth and, 
particularly in overseas markets, may be a more effective 
means of achieving growth.
Expansion in areas outside our reporting currency is affected 
by exchange rate movements. Almost half our revenue is now 
denominated in US dollars, even where our clients are the UK 
arm of US insurers, whereas 47% of our costs are incurred 
in rand. The Board are seeking to increase the proportion of 
costs that are incurred in US dollars and endeavouring to find 
sources of rand revenues. However exchange rate movements 
are influenced by many complex factors and the Board 
continues to believe that, although we do work to minimise the 
adverse impact, it is neither practical nor desirable to hedge 
these risks fully.
Maldwyn Worsley-Tonks
Chief Executive
10 June 2013
CHIEF ExECUTIVE’S REVIEW red24
Annual report & accounts for the year ended 31 March 2013
seven
The red24 brand and our corporate values are the key to our 
approach to Corporate Social Responsibility (CSR). Our CSR 
strategy is focused on the following key issues:
Business Ethics
The Board is committed to maintaining high ethical standards 
across the group and expect the same commitment from our 
staff, customers and suppliers. Our reputation is vital to our 
continued business success and we do not tolerate any form 
of bribery, corruption or fraud. We have anti-bribery policies
in place of which all employees are made aware when they join 
as well as through the group intranet and through training.
Employee Engagement
The Board recognise that our employees are fundamental to 
our success. As a professional services business we have a 
highly skilled workforce who assist in delivering our strategic 
objectives. The Board aim to ensure that there are equal 
opportunities for all employees and that decisions affecting
employees are taken based on merit and not on such factors 
as race, gender, nationality or religious beliefs. In South Africa 
there are legislative requirements that expect the workforce to 
be reflective of the mix of peoples in the Western Cape. The 
board regularly monitor progress towards this.
Many of the group’s employees have become shareholders 
through the share loan scheme. The Board consider that 
this would help the spread of share ownership through the 
workforce if an employee benefit trust were to be created, to 
enable leavers, particularly those based overseas, to sell, and 
new employees to purchase shares as well as to satisfy future 
awards of share options. The Board intend to progress this 
proposal in the coming year.
During the year the Board introduced optional defined 
contribution pension schemes for all staff based in either South 
Africa or the United Kingdom, along with the introduction of a 
death in service benefit.
Health and Safety
The Board are committed to providing a safe workplace for all 
our staff and to ensure that our services are provided in a way 
that delivers our services safely for clients and staff, including
contractors. Responsibility for health and safety rests with the 
Chief Executive. 
Sustainability
The Board monitor staffing requirements to ensure that staffing 
is regularly reviewed and appropriate plans put into place to 
ensure we retain and develop the necessary levels of skills and 
take action where needed.
We monitor our impact on the environment and work to 
minimise our impact. We measure our carbon footprint and 
work to reduce it and offset the balance by supporting the 
Cochabamba reforestation project in Bolivia.
In Cape Town we work with a local school to bring up young 
people who can engage in the workplace.
CORPORATE SOCIAL RESPONSIBILITy red24
Annual report & accounts for the year ended 31 March 2013
eight
The directors present their report and the audited financial 
statements of the company and of the group for the year 
ended 31 March 2013.
PRINCIPAL ACTIVITIES, BUSINESS REVIEW, FUTURE 
DEVELOPMENTS, PRINCIPAL RISKS AND KEy 
PERFORMANCE INDICATORS
red24 plc is incorporated in Scotland and domiciled in 
England. Its shares are listed on the AIM Market (“AIM”) of 
the London Stock Exchange. The company acts as a holding 
company. The principal activities of its wholly-owned trading 
subsidiaries are the provision of security risk management and 
other assistance services. These activities are expected to 
continue for the foreseeable future.
A fair review of the business, and its future prospects, is 
contained in the Chairman’s Statement on pages 3 and in the 
Chief Executive’s review on pages 4 to 6. The Board considers 
the key performance indicators to be turnover, gross profit, 
profit before tax, earnings per share and available cash and 
the Board consider that the progress made in the second half 
of the year was satisfactory. The Board intend to adopt non-
financial key performance indicators in the coming year.
The Board exercises proper and appropriate corporate 
governance for the group. It ensures that there are effective 
systems of internal controls in place to manage the 
shareholders’ interests and the group’s assets, including the 
assessment and management of the risks to which the group’s
businesses are exposed.
There are a number of principal risks and uncertainties which 
could have a material effect on the group. Some of these 
risks and uncertainties are external to the group and largely 
outside the group’s control. Foremost amongst these is the 
economic environment, which remains a challenging one 
as many governments struggle with debt constraints. This 
has implications for the relative value of currencies, not least 
sterling, which is our reporting currency. The past two years 
have seen significant growth in our dollar revenues and costs, 
and we also have a significant rand cost base in South Africa. 
The impact of currency movements on our earnings cannot be 
reliably forecast and remains an area of uncertainty.
Risks and uncertainties that are largely within the control of 
the group include the achievement and collection of sufficient 
revenue to meet the group’s objectives. The group maintains 
significant cash reserves both to mitigate against the possibility 
of periods of reduced working capital and to ensure
adequate working capital is available to meet any sudden 
increase in the level of response work clients may require. 
Internally, the dependence on one or two key accounts for a 
significant proportion of our revenue remains a key risk but the 
Board is endeavouring to reduce this risk by broadening the
customer base. Other normal business risks include 
dependence on the continued availability of key personnel 
to ensure that our clients receive the level of service they are 
entitled to expect, and the ability of the group to continue to 
provide that level of service. The reputation of the group is 
critical to its continued success and it works hard to develop 
and protect that reputation by ensuring that it only
associates itself with activities that are appropriate for a 
business in its sector.
RESULTS FOR THE yEAR
The financial result for the year ended 31 March 2013 and the 
comparative result for the year ended 31 March 2012 are set 
out on page 17. An interim dividend of 0.40p per share (2012: 
0.32p) was paid on 17 January 2013. A final dividend of 0.20p 
per share (2012: £Nil) will be recommended to the AGM on 6 
August 2013, to be paid on 19 September 2013.
DIRECTORS
S A Richards, J E A Mocatta and M S H Worsley-Tonks held 
office throughout the year.
S A Richards retires by rotation at the forthcoming Annual 
General Meeting and, being eligible, offers himself for re-election.
DIRECTORS’ REPORT red24
Annual report & accounts for the year ended 31 March 2013
BIOGRAPHIES OF DIRECTORS
Simon Richards, who is a Chartered Accountant, is the company’s executive chairman. He also acts as the part time finance director as 
well as being the chairman of Sidebell Limited.
Mal Worsley-Tonks is the group’s chief executive. A former Lieutenant Colonel in the British Army, having commanded a regular 
Parachute Battalion, he has many years’ experience in the security industry.
John Mocatta, who is a Chartered Accountant, is the company’s non-executive director. He is a specialist in corporate finance and 
has previously been both an executive and a non-executive director of a number of public and private companies.
DIRECTORS’ INTERESTS
The interests of the directors in the company’s share capital, including shares held by companies controlled by the directors, were 
as follows:
                                                                   31 March 2013
Ordinary 
shares of 
1p each
Ordinary 
share  
options 
(iii)
 
Ordinary 
share  
options 
(iv)
 
Ordinary 
share  
options 
(v)
 
S A Richards (i) 610,000 50,000 - -
J E A Mocatta (ii) 630,000 50,000 - -
M S H  Worsley-Tonks 943,500 175,000 500,000 750,000
                                                                   1 April 2012
Ordinary 
shares of 
1p each
Ordinary 
share  
options 
(iii)
 
Ordinary 
share  
options 
(iv)
 
Ordinary 
share  
options 
(v)
 
S A Richards (i) 580,000 50,000 - -
J E A Mocatta (ii) 600,000 50,000 - -
M S H  Worsley-Tonks 913,500 175,000 500,000 500,000
(i)  S A Richards is interested in the shares of Sidebell Limited, which held 13,389,250 ordinary shares of 1p each at 31 March 
2013 (1 April 2012: 13,389,250 ordinary shares of 1p each). 
S A Richards is also interested in the shares of Financial & General Securities Limited, which held 500,000 ordinary shares of 
1p each at 31 March 2013 (1 April 2012: 500,000).
(ii)  J E A Mocatta is also interested in 10,000 (1 April 2012: 10,000) ordinary shares held in trust for his granddaughter.
(iii)   On 16 April 2004 options over ordinary shares of 1p each at a price of 18.75p per share were granted to directors and certain 
employees. These options are exercisable between 16 April 2006 and 15 April 2014.
(iv)   On 2 March 2010 options over ordinary shares of 1p each at a price of 8p per share were granted to M S H Worsley-Tonks. 
These options are exercisable between 31 March 2013 and 31 March 2016.
(v)   On 8 November 2011 options over ordinary shares of 1p each at a price of 10.5p per share were granted to M S H Worsley-Tonks. 
These options were exercisable between 8 November 2014 and 8 November 2017, but were cancelled on 8 August 2012.
(vi)   On 8 August 2012 options over ordinary shares of 1p each at a price of 10.5p per share were granted to M S H Worsley-Tonks. 
These options are exercisable between 8 August 2015 and 8 August 2018.
nine
DIRECTORS’ REPORT red24
Annual report & accounts for the year ended 31 March 2013
ten
SUBSTANTIAL SHAREHOLDINGS
The following shareholders had advised the company of holding 
an interest of 3 per cent or more in the issued ordinary share 
capital of the company at 14 May 2013:
Number of 
ordinary  shares 
of 1p each
Percentage of 
issued ordinary 
share capital
Sidebell Limited 13,389,250 27.33
J M Briggs and EMIS 8,531,500 17.42
Hargreave Hale  
Nominees 3,472,600 7.09
TD Waterhouse  
Nominees Europe 2,928,213 5.98
Pershing Nominees 2,495,000 5.09
DIRECTORS’ AND OFFICERS LIABILITy INSURANCE
During the year the company has maintained insurance to 
indemnify the directors against potential claims arising from the 
performance of their duties.
RELATED PARTIES
The group considers that the Directors, their spouses and children 
and other companies or businesses of which the Directors, their 
spouses or children are either directors or principals, or both, are 
related parties. Full details of transactions with related parties are 
disclosed in note 25 to these accounts. The interests of related 
parties in the shares of the company are set out above.
CORPORATE SOCIAL RESPONSIBILITy
The group has carried out an audit of its carbon footprint and 
has fully offset that by participating in the Cochabamba Project to 
support reforestation of a region of Bolivia known as Ar Bolivia, so 
rendering the group carbon neutral.
EQUAL OPPORTUNITIES
The group endorses and supports the principles of equal 
employment opportunities. It is the policy of the group to provide 
equal employment opportunities to all qualified individuals, which 
ensures that all employment decisions are made, subject to legal 
obligations, on a non-discriminatory basis.
DISABLED EMPLOyEES
Applications for employment by disabled persons are always 
fully considered, bearing in mind the aptitudes of the applicant 
concerned. In the event of members of staff becoming disabled, 
every effort is made to ensure that the training, career development 
and promotion opportunities of disabled persons should, as far  
as possible, be identical with those of other employees.
PRODUCT DEVELOPMENT
The group invests in its products and services on a continuous 
basis to ensure that its offerings remain at the forefront of those 
on offer in the market place.
SUPPLIERS’ PAyMENT TERMS
It is the policy of the group to agree terms of payment with its 
suppliers when trading relationships are established, to ensure 
that the terms of payment are clear and to abide by the agreed 
terms, provided the suppliers meet their obligations. Payable days 
at 31 March 2013 were 31 (2012: 31) for the group and 33 (2012: 
56) for the company.
FINANCIAL INSTRUMENTS
Details of the financial instruments of the company and its 
subsidiary undertakings are contained in note 26. 
EMPLOyEE PARTICIPATION
The group values the involvement of its employees and keeps 
them informed of matters affecting them as employees and on the 
various factors affecting the performance of the group. Employees 
are encouraged to become shareholders in the company through 
the share loan scheme.
STATEMENT AS TO DISCLOSURE OF INFORMATION  
TO AUDITOR
Each of the directors confirms that, so far as he is aware, there 
is no relevant audit information of which the company’s auditor is 
unaware, and that he has taken all steps that he ought to have 
taken as a director in order to make himself aware of any relevant 
audit information and to establish that the company’s auditor is 
aware of that information.
AUDITOR
A resolution proposing that Baker Tilly UK Audit LLP , Chartered 
Accountants, be appointed as auditor of the company will be put 
to the members at the Annual General Meeting. Baker Tilly UK 
Audit LLP has indicated its willingness to continue in office.
On behalf of the Board
J E A Mocatta
Secretary
10 June 2013 
DIRECTORS’ REPORT red24
Annual report & accounts for the year ended 31 March 2013
As a company listed on the AIM Market of the London Stock 
Exchange, the Directors’ policy is, as far as is possible in 
relation to the group’s size, to manage the affairs of the group 
in accordance with the Financial Reporting Council’s UK 
Corporate Governance Code 2010 (“the Code”).
APPLICATION OF THE PRINCIPLES OF GOOD GOVERNANCE
The names of the directors and their respective responsibilities 
are shown on page 8. The Board presently consists of two 
executive directors and one non-executive director. The full 
Board meets regularly and receives appropriate information 
from management in advance of its meetings. Certain 
functions are delegated to Board Committees.
The Remuneration Committee is chaired by the non-executive 
director and consists of that director and the Chairman. Its  
key role is to make recommendations to the Board, within 
agreed terms of reference, on the Company’s framework  
of executive remuneration and its cost and to determine on  
behalf of the Board specific remuneration packages for the 
Executive Directors.
The Audit Committee consists of the Chairman and the non-
executive director, both of whom are Chartered Accountants. 
The Committee, which is chaired by the non-executive director, 
meets with the independent auditor to consider the group’s 
financial reporting in advance of its publication.
The Board considers that its structure is appropriate to its 
present stage of development and that the non-executive 
director is independent of the executives in both character  
and judgement.
INTERNAL CONTROL
The Board has overall responsibility for ensuring that the 
group maintains a system of internal control to provide it with 
reasonable assurance regarding the reliability of information 
used within the business and for publication and that assets 
are safeguarded. There are inherent limitations in any system 
of internal control and, accordingly, even the most effective 
system can provide only reasonable, and not absolute, 
assurance with respect to the preparation of financial 
information and the safeguarding of assets.
The key features of the internal control system that operated 
during the year may be summarised as follows:
•  Board responsibility for overall strategy and for approving 
budgets, forecasts and plans;
•  Board and business heads participate in the annual strategic 
planning process which sets the framework for the budgets 
of individual business units;
•  clear lines of authority, responsibility and financial 
accountability within each business unit, ensuring an 
appropriate organisational structure for planning, executing, 
controlling and monitoring its business operations;
•  consideration and review by the Board of monthly 
management accounts which compare actual results with 
budgets and prior years’ results;
•  regular reporting of legal, accounting, human resources and 
health and safety developments and issues to the Board; and
•  comprehensive accounting policies and regular reviews of 
compliance with those policies.
eleven
CORPORATE GOVERNANCE STATEMENT red24
Annual report & accounts for the year ended 31 March 2013
The Audit Committee reviews the operation and effectiveness 
of this framework on a regular basis and, on behalf of the 
Board, has reviewed the half yearly report and the annual 
financial statements along with the nature and scope of the 
external audit.
The directors consider that there have been no weaknesses 
in internal financial control that have resulted in any material 
losses, contingencies or uncertainties requiring disclosure in 
the group’s financial statements. 
RELATIONS WITH SHAREHOLDERS
The Chairman and Chief Executive make themselves available 
to major shareholders on request and periodically attend 
meetings with and presentations to shareholders. The Annual 
General Meeting is normally attended by all directors and 
shareholders are invited to ask questions during the meeting
and to meet with directors after the formal proceedings  
have ended.
GOING CONCERN
Having made enquiries, the directors have a reasonable 
expectation that the company and the group as a whole will 
have adequate resources to continue in operational existence 
for the foreseeable future. For this reason they continue to 
adopt the going concern basis in preparing the accounts.
AUDITOR INDEPENDENCE
The Audit Committee undertakes a formal assessment of the 
external auditor’s independence each year which includes:
•  a review of non-audit services provided to the group and 
related fees;
•  receipt from the auditor of a written report detailing 
relationships with the company and any other parties 
that could affect independence or the perception of 
independence;
•  a review of the auditor’s own procedures for ensuring 
independence of the audit firm and partners and staff 
involved in the audit, including the regular rotation of the  
audit partner; and
•  obtaining written confirmation from the auditor that, in their 
professional judgement, they are independent.
An analysis of the fees payable to the external audit firm in 
respect of both audit and non-audit services during the year is 
set out in note 4 to the financial statements.
On behalf of the board
J E A Mocatta
Audit Committee Chairman
10 June 2013
twelve
CORPORATE GOVERNANCE STATEMENT red24
Annual report & accounts for the year ended 31 March 2013
The Remuneration Committee comprises J E A Mocatta, as 
Chairman, and S A Richards.
POLICy ON REMUNERATION OF ExECUTIVE DIRECTORS
The purpose of the Remuneration Committee is to consider 
all aspects of executive directors’ remuneration and determine 
the specific remuneration packages of each of the executive 
directors and, as appropriate, other senior executives,  
ensuring that the remuneration packages are competitive 
within the service industry and reflect both group and  
personal performance.
The current remuneration packages of the executive  
directors consist of basic salary, share options and a 
discretionary bonus.
M S H Worsley-Tonks has a letter of appointment dated 1 April 
2008, which is capable of termination by twelve months notice 
by either party.
S A Richards has a letter of appointment dated 23 September 
2004, which is capable of termination by twelve months notice 
by either party.
NON-ExECUTIVE DIRECTOR
John Mocatta & Co has agreed to provide the services of  
J E A Mocatta, as a non-executive director, under a letter of 
appointment dated 23 September 2004. The remuneration  
of the non-executive director is set by the Board as a whole  
and the appointment is capable of termination by the giving  
of twelve months notice by either party.
DIRECTORS’ REMUNERATION
The emoluments of the individual directors, which comprise salaries or fees and bonus were as follows:
                                                                      2012
Salary or fees
£
Bonus
£
Total
£
S A Richards 75,000 7,500 82,500
J E A Mocatta 35,400 2,340 37,740
M S H Worsley-Tonks 110,000 22,000 132,000
220,400 31,840 252,240
None of the directors received any benefits in kind during the year or during the previous year, nor were any pension contributions 
made on behalf of any director in either year.
                                                                      2013
Salary or fees
£
Bonus
£
Total
£
S A Richards 80,000 12,000 92,000
J E A Mocatta 37,000 3,000 40,000
M S H Worsley-Tonks 120,000 24,000 144,000
237,000 39,000 276,000
thirteen
REMUNERATION REPORT red24
Annual report & accounts for the year ended 31 March 2013
fourteen
DIRECTORS’ INTERESTS IN SHARES AND OPTIONS
The interests of the directors holding office at 31 March 2013 
in the company’s share capital, including share options and 
also including shares held by companies controlled by the 
directors, are shown in the directors’ report on page 9. The 
directors are not eligible to participate in the group’s share  
loan scheme.
The directors continue to believe that the success of the group 
will depend to a high degree on the future performance of the 
management team. On 8 August 2012 the Board awarded 
M S H Worsley-Tonks share options to subscribe to 750,000 
ordinary shares at a price of 10.5p per share at any anytime 
between 8 August 2015 and 8 August 2018. This reflected his 
contribution both to the continued profitability of the company 
and to the development of new revenue streams, which have
been the core of the organic growth this financial year.
Managers and staff are encouraged to take advantage of the 
group’s share loan scheme and actually purchase shares. 
The Board were pleased that the scheme was used by 19 
members of staff, who made commitments of £31,875 during 
the year. This brings to 32 the number of staff in the scheme,
representing 40% of the workforce.
The Board believe that the direct participation in the equity of 
the company leads to a significant reduction in staff turnover 
and is a far more effective method than the awarding of share 
options in ensuring that the longer term interests of staff and 
shareholders coincide. However, it is inevitable that some staff 
do leave and the Board believe it would be in the interests of 
all shareholders if the group had power to buy in the shares 
of those staff members. This is particularly the case for South 
African staff who do not have ready access to an AIM broker. 
Accordingly the Board are investigating the setting up of an 
Employee Benefit Trust during the coming year.
J E A Mocatta
Audit Committee Chairman
10 June 2013
REMUNERATION REPORT red24
Annual report & accounts for the year ended 31 March 2013
The directors are responsible for preparing the Directors’ 
Report and the financial statements in accordance with 
applicable law and regulations.
Company law requires the directors to prepare group and 
company financial statements for each financial year. The 
directors are required by the AIM Rules of the London Stock 
Exchange to prepare group financial statements in accordance 
with International Financial Reporting Standards (“IFRS”) as
adopted by the European Union (“EU”) and have elected under 
company law to prepare the company financial statements in 
accordance with IFRS as adopted by the EU.
The financial statements are required by law and IFRS adopted 
by the EU to present fairly the financial position of the group 
and the company and the financial performance of the group. 
The Companies Act 2006 provides in relation to such financial 
statements that references in the relevant part of that Act to 
financial statements giving a true and fair view are references 
to their achieving a fair presentation.
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 group and the 
company and of the profit or loss of the group for that period.
In preparing the group and company financial statements, the 
directors are required to:
a.  select suitable accounting policies and then apply them 
consistently;
b.  make judgements and accounting estimates that are 
reasonable and prudent;
c.  state whether they have been prepared in accordance with 
IFRSs adopted by the EU;
d.  prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the group and the 
company will continue in business.
The directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the group’s 
and the company’s transactions and disclose with reasonable 
accuracy at any time the financial position of the group and 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 group and 
the company and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the 
red24 plc website.
Legislation in the United Kingdom governing the preparation 
and dissemination of financial statements may differ from 
legislation in other jurisdictions.
fifteen
STATEMENT OF DIRECTORS’ 
RESPONSIBILITIES red24
Annual report & accounts for the year ended 31 March 2013
We have audited the group and parent company financial 
statements on pages 17 to 50. The financial reporting 
framework that has been applied in their preparation is 
applicable law and International Financial Reporting Standards 
(“IFRSs”) as adopted by the European Union and, as regards 
the parent company financial statements, as applied in 
accordance with the provisions of the Companies Act 2006.
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 auditor’s 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.
Respective responsibilities of directors and auditor
As more fully explained in the Statement of Directors’ 
Responsibilities on page 16, the directors are responsible 
for the preparation of the financial statements and for being 
satisfied that they give a true and fair view. Our responsibility is 
to audit and express an opinion on the financial statements in
accordance with applicable law and International Standards 
on Auditing (UK and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s (“APB’s”) Ethical 
Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements  
is provided on the APB’s website at
www.frc.org.uk/apb/scope/private.cfm
Opinion on financial statements
In our opinion
−  the financial statements give a true and fair view of the state 
of the group’s and of the parent’s affairs as at 31 March 2013  
 
 
 
and of the group’s profit for the year then ended;
−  the group financial statements have been properly prepared in 
accordance with IFRSs as adopted by the European Union;
−  the parent financial statements have been properly prepared 
in accordance with IFRSs as adopted by the European Union 
and as applied in accordance with the Companies Act 2006;
and
−  the financial statements have been prepared in accordance 
with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies 
Act 2006
In our opinion the information given in the Directors’ Report 
for the financial year for which the financial statements are 
prepared is consistent with the financial statements.
Matters on which we are required to report by exception
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 by the 
parent company, or returns adequate for our audit have not 
been received by branches not visited by us: or
-  the parent company 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.
Euan Banks (Senior Statutory Auditor)
for and on behalf of BAKER TILLy UK AUDIT LLP ,  
Statutory Auditor
Chartered Accountants
25 Farringdon Street
London EC4A 4AB
10 June 2013
sixteen
INDEPENDENT AUDITOR’S REPORT 
TO THE MEMBERS OF RED24 PLC red24
Annual report & accounts for the year ended 31 March 2013
seventeen
CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED STATEMENT  
OF COMPREHENSIVE INCOME 
For the year ended 31 March 2013
CONSOLIDATED INCOME STATEMENT
Notes
2013
£
2012
£
Revenue 3 6,503,265 5,819,328
Cost of sales (1,668,694) (1,545,004)
Gross profit 4,834,571 4,274,324
Administrative expenses (3,893,362) (3,413,537)
Operating profit 4 941,209 860,787
Investment income 5 5,204 2,953
Finance costs 6 (6,309) (647)
Profit before tax 3 940,104 863,093
Tax charge 10 (182,464) (116,620)
Profit for the year attributable to owners of the parent 22 757,640 746,473
Basic earnings per share (pence) 11 1.55p 1.53p
Diluted earnings per share (pence) 11 1.54p 1.53p
The results above arose from continuing operations.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes Group                     
2013
£
Group                 
2012
£
Company
2013
£
Company                 
2012
£
Profit for the year 757,640 746,473 302,798 423,520
Other comprehensive income for the year net 
of tax
Currency translation differences 22 (10,320) (11,035) - -
Total comprehensive income for the year  
attributable to owners of the parent 747,320 735,438 302,798 423,520
The accompanying notes are an integral part of these financial statements. red24
Annual report & accounts for the year ended 31 March 2013
eighteen
STATEMENTS OF CHANGES IN EQUITy
year ended 31 March 2013
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to owners of  
the parent
Share capital
£
Share 
premium
£
Other 
reserves
£
Translation  
r eserve     
£
Revenue  
r eserve     
£
Total
£
Balance at 1 April 2011 483,911 160,600 42,420 81,599 1,163,812 1,932,342
Total comprehensive income  
for the year - - - (11,035) 746,473 735,438
Transactions with owners
Issue of shares 3,373 33,727 - - - 37,100
Dividends paid - - - - (155,931) (155,931)
Total transactions with owners 3,373 33,727 - - (155,931) (118,831)
Transfer on exercise of warrants - - 1,760 - - 1,760
Balance at 31 March 2012 487,284 194,327 44,180 70,564 1,754,354 2,550,709
Total comprehensive income 
for the year - - - (10,320) 757,640 747,320
Transactions with owners
Issue of shares 2,550 29,325 - - - 31,875
Dividends paid - - - - (195,933) (195,933)
Total transactions with owners 2,550 29,325 - - (195,933) (164,058)
Share based payments - - 8,980 - - 8,980
Balance at 31 March 2013 489,834 223,652 53,160 60,244 2,316,061 3,142,951
COMPANY STATEMENT OF CHANGES IN EQUITY
Attributable to owners of  
the parent
Share capital
£
Share 
premium
£
Other 
reserves
£
Revenue 
reserve
£
Total
£
Balance at 1 April 2011 483,911 160,600 42,420 459,862 1,146,793
Comprehensive income for  
the year - - - 423,520 423,520
Transactions with owners
Issue of shares 3,373 33,727 - - 37,100
Dividends paid - - - (155,931) (155,931)
Total transactions with owners 3,373 33,727 - (155,931) (118,831)
Transfer on exercise of warrants - - 1,760 - 1,760
Balance at 31 March 2012 487,284 194,327 44,180 727,451 1,453,242
Comprehensive income for  
the year - - - 302,798 302,798
Transactions with owners
Issue of shares 2,550 29,325 - - 31,875
Dividends paid - - - (195,933) (195,933)
Total transactions with owners 2,550 29,325 - (195,933) (164,058)
Share based payments - - 8,980 - 8,980
Balance at 31 March 2013 489,834 223,652 53,160 834,316 1,600,962 red24
Annual report & accounts for the year ended 31 March 2013
nineteen
BALANCE SHEETS
year ended 31 March 2013
 Group
2013
Group
2012
Company
2013
Company
2012
Notes £ £ £ £
ASSETS
NON-CURRENT ASSETS
Intangible assets 13 348,918 336,268 3,902 3,600
Investment in group companies 14 - - 248,334 161,374
Property, plant & equipment 15 886,685 74,889 - -
Deferred tax assets 16 55,576 126,188 23,800 24,075
Trade and other receivables 17 40,582 42,189 607,355 347,571
1,331,761 579,534 883,391 536,620
CURRENT ASSETS
Trade and other receivables 17 1,827,524 1,428,663 112,779 180,712
Cash and cash equivalents 18 2,048,675 2,070,173 766,669 850,444
3,876,199 3,498,836 879,448 1,031,156
TOTAL ASSETS  5,207,960 4,078,370 1,762,839 1,567,776
CAPITAL AND RESERVES 
Called up share capital 21 489,834 487,284 489,834 487,284
Share premium account 22 223,652 194,327 223,652 194,327
Other reserves 22 53,160 44,180 53,160 44,180
Translation reserve 22 60,244 70,564 - -
Retained earnings 22 2,316,061 1,754,354 834,316 727,451
Equity attributable to owners of the parent 22 3,142,951 2,550,709 1,600,962 1,453,242
NON-CURRENT LIABILITIES
Deferred tax liabilities 16 1,530 2,624 - -
Borrowings 20 390,743 - - -
392,273 2,624
CURRENT LIABILITIES
Trade and other payables 19 1,531,404 1,445,037 161,877 114,534
Corporation tax 113,674 80,000 - -
Borrowings 20 27,658 - - -
1,672,736 1,525,037 161,877 114,534
TOTAL EQUITY AND LIABILITIES 5,207,960 4,078,370 1,762,839 1,567,776
 
The financial statements on pages 17 to 50 were approved and authorised for issue by the Board of Directors on 10 June 2013
Signed on behalf of the Board of Directors’
S A Richards                         M S H Worsley-Tonks      
Director               Director 
The accompanying notes are an integral part of these financial statements. red24
Annual report & accounts for the year ended 31 March 2013
twenty
Group
2013
Group
2012
Company
2013
Company
2012
Notes £ £ £ £
Cash generated from operating activities 23 648,361 1,103,962 69,492 560,817
Investing activities
Interest received 5,204 2,953 791 559
Dividend received - - 100,000 75,000
Investment in subsidiary - - (86,960) -
Purchase of intangibles (49,711) (47,999) (3,040) -
Purchase of property, plant & equipment (852,643) (45,349) - -
Net cash (used in)/generated from investing 
activities (897,150) (90,395) 10,791 75,559
Financing activities
Dividends paid (195,933) (155,931) (195,933) (155,931)
Interest paid (6,309) (647) - -
Issue of ordinary share capital 31,875 37,100 31,875 37,100
Bank loans drawn 418,401 - - -
Net cash generated from (used in)/investing 
activities 248,034 (119,478) (164,058) (118,831)
Net (decrease)/increase in cash and cash 
equivalents 23 (755) 894,089 (83,775) 517,545
Cash and cash equivalents at the beginning of 
the year 2,070,173 1,196,150 850,444 332,899
Effect of foreign exchange rate changes (20,743) (20,066) - -
Cash and cash equivalents at the end of the year 2,048,675 2,070,173 766,669 850,444
The accompanying notes are an integral part of these financial statements.
CASH FLOW STATEMENTS
For the year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
twentyone
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013
1 Accounting policies
(a) Basis of preparation
From 1 April 2007, the group and company have adopted 
International Financial Reporting Standards (“IFRS”) and 
the International Financial Report Interpretations Committee 
(“IFRIC”) interpretations as adopted by the European Union 
(“EU”) in the preparation of its financial statements and those 
parts of the Companies Act 2006 applicable to companies 
reporting under IFRS. The financial statements have been
prepared under the historical cost basis.
The accounts are prepared on a going concern basis. 
In assessing whether the going concern assumption is 
appropriate, the directors have taken into account relevant
available information about the future including profit and cash 
forecasts for the next two financial years and the assumptions 
on which they are based. After reviewing this information, the 
directors consider that it is appropriate to prepare the financial
statements on a going concern basis.
(b) Basis of consolidation
The consolidated financial statements include the financial 
statements of the company and all of the entities controlled by 
the company (its subsidiaries) made up to 31 March each year. 
Control is achieved where the company has the power to
govern the financial and operating policies of an investee entity 
so as to obtain benefit from its activities. The acquisition of 
subsidiaries is accounted for using the acquisition method. The 
cost of an acquisition is measured as the cash paid and the
fair value of other assets given, equity instruments issued 
and liabilities incurred or assumed at the date of exchange 
of contracts. Costs directly attributable to the acquisition are 
expensed as incurred.
The results of subsidiaries sold or acquired are included in 
the consolidated income statement up to, or from, the date 
control passes. Where necessary, adjustments are made to 
the financial statements of subsidiaries to bring the accounting 
policies used into line with those used by the group. All intra-
group transactions, balances, income and expenses are 
eliminated on consolidation.
The company has not presented its own income statement  
as permitted by Section 408 of the Companies Act 2006.  
The profit for the year was £302,798 (2012:£423,520).
(c) Revenue recognition
Revenue represents the fair value of the consideration received 
or receivable in respect of services provided in the normal 
course of business, net of discounts, value added tax and 
other sales related taxes. Sales of services are recognised 
when the services have been provided, services invoiced in  
advance are treated as deferred income and income is accrued 
where services have been provided but not yet invoiced.
Interest income is accrued on a time-apportioned basis. 
Dividend income is accounted for when received.
(d) Cost of sales, gross profit and operating profit
Cost of sales represent the fair value of costs directly incurred 
in the supply of goods sold and services provided. Costs are 
recognised at the time when the goods have been supplied or 
the services have been provided. Costs relating to still to be
provided services are carried forward in other receivables to 
the extent it is considered probable they will be recovered.  
Gross profit is defined as revenue recognised less cost of sales.
Operating profit is arrived at after deducting all administrative 
expenses from gross profit, including restructuring and 
impairment costs, but before investment income and  
finance costs.
(e) Borrowing costs
All borrowing costs are recognised in the income statement 
in the period in which they are incurred. Interest costs 
are accrued on a time basis by reference to the principal 
outstanding at the effective interest rate applicable. red24
Annual report & accounts for the year ended 31 March 2013
twentytwo
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013
(f) Taxation
The tax credit or expense represents the sum of the current tax 
expense and deferred tax.
The tax currently payable is based on the taxable profit for the 
year. Taxable profit differs from net profit as reported in the 
income statements because it excludes items of income and 
expense that are taxable or deductible in other years and it 
further excludes items that are never taxable or deductible. The 
group’s liability for current tax is calculated using the applicable 
rate for the period the taxable profits are earned in.
Deferred tax is provided in full, using the liability method, on  
temporary differences arising between the tax bases of  
assets and liabilities and their carrying amounts in the  
financial statements.
Deferred tax assets are recognised to the extent that it is 
probable that future taxable profits will be available against 
which the temporary differences can be utilised.
Deferred tax is measured at the average tax rates that are 
expected to apply in the periods in which timing differences are 
expected to reverse, based on tax rates and laws that have 
been enacted or substantively enacted by the balance sheet 
date. Deferred tax is measured on a non-discounted basis. 
Deferred tax is charged or credited in the income statement, 
except where it relates to items charged or credited directly to 
equity, in which case the deferred tax is also dealt with in equity.
Deferred tax is provided on temporary timing differences arising 
on investments in subsidiary companies, except where the 
timing of the reversal of the temporary difference is controlled 
by the group and it is probable that the temporary difference 
will not reverse in the foreseeable future.
(g) Intangible assets
Goodwill, being the excess of the cost of acquisition over 
the fair value of net assets, including any intangible assets 
identified, acquired, is capitalised. Goodwill is not amortised 
but is tested at least annually for impairment and carried at 
cost less accumulated impairment provisions.
Goodwill is allocated to cash generating units for the purpose 
of impairment testing. If the recoverable amount of the cash 
generating unit is less than the carrying amount of the unit, then 
any goodwill is considered to be impaired. Impairment losses 
recognised for goodwill are not reversed in subsequent periods. 
The recoverable amounts of the cash generating units are 
determined from value in use calculations. The group prepares 
cash flow forecasts from the most recent financial budgets 
approved by management. The cash flows are then discounted 
at an appropriate interest rate to determine value in use.
Intellectual properties, including computer software licences, 
websites and training courses are capitalised at cost and are 
amortised on a straight-line basis over their estimated useful 
economic lives of between one and three years.
(h) Property, plant & equipment and depreciation
Property, plant and equipment is valued at cost less 
accumulated depreciation and less provisions for impairment. 
Depreciation is provided at the following annual rates
in order to write off each asset, on a straight-line basis, over its 
estimated useful life:
Buildings 3% per annum
Fixtures, fittings and equipment 16.67% to 50% per annum
Motor vehicles 20% per annum
The depreciation charge is time apportioned in the year of 
acquisition and disposal of assets.
(i) Product development
Product development is written off to the income statement as 
incurred unless the directors are satisfied as to the technical, 
commercial and financial viability of individual projects. In this 
situation, the expenditure is deferred and amortised over
the period during which the company is expected to benefit.
(j) Foreign currency translation
The individual financial statements of each group company 
are presented in the currency of the primary economic 
environment in which it operates (its functional currency). red24
Annual report & accounts for the year ended 31 March 2013
(j) Foreign currency translation
For the purposes of the consolidated financial statements, 
the results and financial position of each group company are 
expressed in sterling, which is the functional currency of the 
company, and the presentation currency for the consolidated 
financial statements.
In preparing the financial statements of the individual companies, 
transactions expressed in currencies other than the entity’s 
functional currency (foreign currencies) are at rates of exchange 
approximating to those ruling at the date of the transaction.  
At each balance sheet date, monetary assets and liabilities that 
are denominated in foreign currencies are retranslated at rates 
ruling at the balance sheet date. Non monetary items that are 
measured in terms of historical cost in a foreign currency are  
not retranslated.
Exchange differences arising on the settlement of monetary 
items, and on the retranslation of monetary items, are included 
in the profit or loss before tax for the period.
In presenting the consolidated financial statements the assets 
and liabilities of the overseas subsidiary are translated at the 
rate ruling at the balance sheet date. The results of the overseas 
subsidiary have been translated at the average exchange rate 
ruling during the year. Differences arising on retranslation are 
added to or deducted from the group’s translation reserve.
(k) Financial assets
Trade receivables, loans and other receivables that have fixed or 
determinable payments that are not quoted in an active market 
are classified as “Loans and receivables”. These receivables are 
initially recognised at fair value and subsequently measured at 
their amortised cost using the effective interest rate method less 
any provision for impairment.
Financial assets are assessed for indications of impairment at 
each balance sheet date. Financial assets are impaired where 
there is objective evidence that as a result of one or more events 
that occurred after the initial recognition of the financial asset the 
estimated future cash flows of the asset have been impacted. 
For trade and other receivables the carrying amount is reduced 
by an allowance reflecting the impairment. When a trade 
receivable is uncollectible it is written off against the allowance, 
subsequent recoveries of amounts previously written off are 
credited against the allowance account. Changes in the carrying 
amount of the allowance are reflected in the income statement.
Cash and cash equivalents comprise cash in hand and on 
demand deposits, and other short-term highly liquid investments 
that are readily convertible to a known amount of cash and are 
subject to an insignificant risk of changes in value.
(l) Financial liabilities and equity
Financial liabilities and equity are classified according to the 
substance of the contracted arrangements entered into. An 
equity instrument is any contract that evidences a residual 
interest in the assets of the group after deducting all its
liabilities. Equity instruments are recorded at the proceeds 
received, net of direct issue costs.
The component parts of compound instruments are classified 
separately as financial liabilities and equity in accordance with 
the substance of the transaction. At the date of issue the fair 
value of the liability is estimated using the prevailing market 
interest rate for a similar non-convertible instrument. This 
amount is recorded as a liability on an amortised cost basis until 
extinguished on conversion or upon the instrument reaching 
maturity. The equity component is determined by deducting 
the amount of the liability component from the fair value of the 
compound instrument as a whole. This is recognised in equity 
through other reserves and is not subsequently remeasured.
Other financial liabilities are initially measured at fair value, net 
of transaction costs, and subsequently at amortised cost using 
the effective interest method. Interest bearing bank loans and 
overdrafts together with obligations under finance leases are
classified as “Borrowings”.
twentythree
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
(m) Net cash
Net cash is defined as the excess of cash and cash 
equivalents over borrowings.
(n) Investments
Non-current investments representing investments in 
subsidiary undertakings are valued at cost less any provision 
for impairment in the value of the investment.
(o) Dividends
Dividend payments are recognised as liabilities once they are 
appropriately authorised and no longer at the discretion of  
the company.
(p) Share based payments
The group issues equity-settled share based payments to 
certain employees. Equity settled share based payments 
are measured at fair value at the date of grant. The fair value 
determined at the grant date is expensed on a straight line 
basis over the vesting period, based on the group’s estimate of 
options that will eventually vest. Fair value is measured by use 
of the Black Scholes model. The assumptions underlying
the number of awards expected to vest are subsequently 
adjusted to reflect conditions prevailing at the balance sheet 
date. At the vesting date of an award, the cumulative expense 
is adjusted to take account of the awards that actually vest.
The group has issued warrants to subscribers of certain equity 
issues and to a distributor and these are measured at fair value 
at the date of grant in the same way as employee related share 
based payments.
(q) Leased assets and obligations
An asset is acquired when substantially all the risks and rewards 
are transferred and is capitalised as an asset under a finance 
lease with the corresponding liability to the finance company 
included in trade and other payables. Depreciation on assets 
held under finance leases is provided in accordance with the 
policy noted in (h) above. Finance lease payments are treated 
as consisting of capital and interest elements and the interest 
is charged to the income statement on a constant rate basis 
over the period of the agreement. Finance charges are charged 
directly to income. All other leases are operating leases. 
Rentals receivable or payable under operating leases are 
credited or charged to the income statement on a straight line 
basis over the lease term.
(r) Adoption of new and revised standards
In the current financial year the group has adopted the 
following improvements to IFRSs which were effective for this 
financial period. These have had no material impact on the 
financial statements of the Group:
• Annual improvements to IFRSs 2011;
At the date of authorisation of these financial statements, the 
following Standards and Interpretations, which have not yet 
been applied in these financial statements, were in issue but 
not yet effective:
• IAS 1 ‘Amendments to accounting standards’;
• IAS 19 ‘Employee benefits’;
• IAS 27 ’Separate financial statements’;
• IAS 28 ‘Investments in associates and joint ventures’;
• IAS 32 ’Offsetting financial assets and financial liabilities’;
• IFRS 9 ’Financial Instruments’;
• IFRS 10 ’Consolidated financial statements’;
• IFRS 11 ’Joint arrangements’;
• IFRS 12 ’Disclosure of interests in other entities’;
• IFRS 13 ‘Fair value measurement’.
The directors do not anticipate that they will have a material 
impact on the financial statements.
twentyfour
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
2  Critical accounting judgements and key sources  
of estimation uncertainty
Estimates and judgements are evaluated on a continual basis  
and are based on historical experience together with 
expectations of future events believed to be reasonable at the 
time. In considering the possible impairment of intangible  
assets and in recognising deferred tax assets, estimates of 
future revenues are particularly critical. The directors have 
prepared forecasts of revenues and expenses covering the  
next two financial years to assist in the making of estimates  
and judgements.
In the process of applying the group’s accounting policies, which 
are described in note 1, the directors have made the following 
judgements that have the most significant effect on the
amounts recognised in the financial statements.
Revenue recognition
Much of the group’s revenue comes from business that relates to 
the provision of services over a period of time. Invoiced revenue 
may cover more than one accounting period and these revenues 
are time apportioned to the accounting period to which they 
relate and the obligation for future service is shown in deferred 
income. Even after recognition as revenue on a time apportioned 
basis, there may be uncertainty as to the costs relating to these 
revenues for some time afterwards and there may remain an 
obligation for future service. An estimate of this obligation has 
been made by the directors, using their experience of similar 
contracts, and deducted from recognised revenue.
3 Revenue and segment analysis
For management purposes the group is currently organised 
into two divisions – security assistance and business support. 
This reflects how the group reports its management information 
to the Chief Operating Decision Maker which is deemed to be 
the group board of directors. The security assistance segment 
provides preventative and reactive security advice to customers 
across the globe, whilst the business support segment 
comprises training in security management, the provision of 
advice on product safety with particular emphasis on food  
and the provision of web based environmental advice.
Business segment
2013                                                                           2012
Security 
assistance
Business 
support
Consolidated Security 
assistance
Business 
support
Consolidated
£ £ £ £ £ £
Revenue 4,402,094 2,101,171 6,503,265 4,667,207 1,152,121 5,819,328
Segment result 1,185,328 360,355 1,545,683 1,275,766 139,036 1,414,802
Head office costs (604,474) (554,015)
Operating profit 941,209 860,787
Investment income 5,204 2,953
Finance expense (6,309) (647)
Profit before tax 940,104 863,093
Tax charge 182,464 (116,620)
Profit for the year 757,640 746,473
The following tables provide details of revenue, profit, assets and liabilities and capital expenditure by business segment:
twentyfive
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
twentysix
3 Revenue and segment analysis (continued)
Business segment
Balance sheet
2013 2012
Security 
assistance
Business 
support
Consolidated Security 
assistance
Business 
support
Consolidated
               £ £ £ £ £ £
Segment assets 3,743,411 601,525 4,344,936 2,525,727 527,299 3,053,026
Unallocated corporate assets 807,448 899,156
Deferred tax assets 55,576 126,188
Consolidated total assets 5,207,960 4,078,370
Segment liabilities 1,491,841 435,412 1,927,253 1,045,613 367,514 1,413,127
Unallocated corporate  
liabilities 137,756 114,534
Consolidated total liabilities 2,065,009 1,527,661
Business segment
Other segment items
                   2013     2012
Security  
assistance
Business 
support
Consolidated Security  
assistance
Business 
support
Consolidated
               £ £ £ £ £ £
Capital expenditure
- intangible assets 46,671 3,040 49,711 7,287 40,712 47,999
- property, plant & equipment 847,758 4,885 852,643 44,783 566 45,349
Depreciation 31,152 3,546 34,698 27,136 2,268 29,404
Amortisation of intangibles 7,012 29,188 36,200 7,704 18,107 25,811
No single customer accounts for more than 10% of the revenue of the other assistance segment. For the security segment the two 
key distributors each account for more than 10% of group revenue; one distributor accounts for 20.0% (2012: 22.6%) and the other 
accounts for 12.9% (2012:11.6%).
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
twentyseven
3  Revenue and segment analysis (continued)
The group’s operations are located in the United Kingdom in the Republic of South Africa and in the USA. The following table provides 
an analysis of the group’s sales by location of customer, irrespective of the origin of the services, and a geographical analysis of the 
location of segment assets and additions to property, plant and equipment and intangible assets.
Geographic segment
Revenue
2013
£
Revenue
2012
£
Segment 
assets
2013
£
Segment 
assets
2012
£
Capital  
expenditure
2013
£
Capital  
expenditure
2012
£
United Kingdom 4,316,741 3,370,635 2,815,359 2,449,013 10,423 44,655
South Africa 63,633 55,615 1,561,898 716,787 890,223 48,693
Rest of Europe 26,377 60,609 - - - -
United States of America 1,609,333 1,951,817 23,255 13,414 1,698 -
Rest of the World 487,181 380,652 - - - -
6,503,265 5,819,328 4,400,512 3,179,214 902,354 93,348
Shared corporate assets - - 807,448 899,156 - -
6,503,265 5,819,328 5,207,960 4,078,370 902,354 93,348
4 Operating profit
The operating profit is stated after charging:
2013
£
2012
£
Amortisation of intangible assets 36,200 25,811
Depreciation of property, plant and equipment 34,698 29,404
Operating lease rentals - land and buildings 149,471 131,614
      - equipment 3,955 1,148
Loss on foreign exchange transactions 33,488 24,497
Share based payments 8,980 1,760
Fees payable to the auditor for the audit of the company and group annual accounts 16,400 15,725
Audit of the company’s subsidiaries pursuant to legislation 22,100 21,275
Fees payable to auditor and their associates for other services:
Other services pursuant to legislation 1,600 1,500
Fees payable to auditor’s associate for the audit of the South African subsidiary 19,674 13,469
Fees payable to auditor’s associate for the other services in  South Africa 1,100 6,283
Auditor’s remuneration includes £40,100 (2012: £38,500) in respect of the group auditor, of which £38,500 (2012: £37,000) relates 
to audit services and £1,600 (2012: £1,500) to non audit services. Other services comprise £1,600 (2012: £1,500) relating to a 
review of the group’s half year report.  
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
twentyeight
5  Investment income
2013
£
2012
£
Bank and other interest receivable   5,204 2,953
6  Finance costs
 2013
£
2012
£
 Interest on bank loans and overdrafts 6,309 647
7  Employees
2013
Number
2012
Number
(a) Average monthly number of employees of the group, including Executive Directors’,  
during the year:
Consultants and sales 13 11
Office and management 73 69
86 80
Employee costs are included in administrative expenses in the consolidated income statement.
2013
£
2012
£
(b) Staff costs including Executive Directors’: 
Wages and salaries 2,328,458 2,117,186
Social security costs 140,850 133,817
Pension and medical benefits 43,350 15,840
Share based payments 8,980 7,580
2,521,638 2,274,423
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
8  Share based payments
The company has issued share options to certain directors and 
employees. The options cannot be exercised in the first three 
years following their grant and, under normal circumstances, 
the options lapse if an employee leaves the group.
On 16 April 2004, the company granted 1,595,000 options to 
subscribe for ordinary shares of 1p each under the company’s 
general share option scheme, exercisable at 18.75p per share
between 16 April 2006 and 15 April 2014 and not subject to 
any performance conditions.
On 2 March 2010, the company granted 500,000 options to 
subscribe for ordinary shares of 1p each under the company’s 
executive share option scheme, exercisable at 8p per share
between 31 March 2013 and 31 March 2016 and not subject 
to any performance conditions. 
On 8 November 2011, the company granted 500,000 
options to subscribe for ordinary shares of 1p each under the 
company’s executive share option scheme, exercisable at 
10.5p per share between 8 November 2014 and 8 November 
2017 and not subject to any performance conditions. These 
options were cancelled on 8 August 2012 when a new grant 
of 750,000 options was made. The exercise price is also 
10.5p per share and is also not subject to any performance 
conditions. These options may be exercised at any time 
between 8 August 2015 and 8 August 2018.
The following movement took place in the year:
2004
Series
2010
Series
2011
Series
2012
Series Total
At 1 April 2012 467,500 500,000 500,000 - 1,467,500
Granted during the year - - - 750,000 750,000
Lapsed/cancelled during the year (35,000) - (500,000) - (535,000)
At 31 March 2013 432,500 500,000 - 750,000 1,682,500
The following movements took place in the previous year. 
2004
Series
2010
Series
2011
Series Total
At 1 April 2011 522,500 500,000 - 1,022,500
Granted during the year - - 500,000 500,000
Lapsed during the year (55,000) - - (55,000)
At 31 March 2012 467,500 500,000 500,000 1,467,500
At 31 March 2013 1,682,500 outstanding options are exercisable (2012: 1,467,500) at a weighted average exercise price of 11.88p 
(2012: 12.28p).
The total charge recognised in administration expenses in the income statement from share based transactions, all equity-settled, 
amounted to £8,980 (2012: £1,760).
twentynine
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
thirty
8  Share based payments (continued)
Fair value is determined by use of the Black Scholes model using the following assumptions:
2012
Series
2010
Series
2004
Series
Grant date 8 August 2012 2 March 2010 16 April 2004
Exercise price 10.5p 8p 18.75p
Shares issued under option 750,000 500,000 1,320,000
Weighted average share price 8p 8p 15p
Vesting period 3 years 3 years 2 years
Expected volatility 41% 51% 83%
Contractual expiry date 8 November 2017 31 March 2016 15 April 2014
Option life taken as expected life 3 years 3 years 5 years
Weighted average remaining life 5 years 4 years 2 years
Risk free rate 2.5% 3.5% 4.5%
Expected dividend yield 3.0% 2.0% 0%
Probability of option vesting 90% 90% 10%
Fair value per option 4p 3p 10p
The expected volatility of all equity compensation benefits is based on the expected volatility of the underlying share price over the 
term of the option. This has been calculated using historical share price data.
9 Directors’ emoluments
The total emoluments of the directors, who are considered to be the key management personnel, were as follows:
2013 2012
£ £
Salaries, fees and bonuses 276,000 252,240
Social security costs 28,086 27,429
Share based payments 11,360 7,580
315,446 287,249
Bonus payments were made to the executive directors during the year, and for the previous year, based on a percentage of annual 
salary, as shown in the remuneration report. The directors received no benefits in kind during the year or during the previous year, 
nor were any pension contributions made on behalf of any director in either year. Details of the highest paid director are shown in the 
remuneration report and details of the directors’ interests in share options are given in the directors’ report.
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
thirtyone
10 Taxation
(a) Analysis of income tax charge for the year
2013
£
2012
£
Current tax
   United Kingdom 113,233 82,405
   Overseas 469 -
Deferred tax:
   United Kingdom 71,781 25,830
   Overseas (3,019) 8,385
182,464 116,620
(b) Factors affecting the income tax charge for the year
The charge for the year can be reconciled to the profit per the income statement as follows:
2013
£
2012
£
Profit before taxation 940,104 863,093
Profit on ordinary activities multiplied by the standard rate of corporation tax in the  
UK of 23% (2012: 26%) 225,625 224,404
Effects of:
Expenses not deductible for tax purposes 14,454 17,210
Temporary differences (1,056) 790
Tax losses not utilised in the year 10,169 5,328
Utilisation of tax losses not previously recognised in deferred tax (74,490) (165,327)
Change in recognised value of tax losses 7,762 34,215
Income tax charge 182,464 116,620
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
thirtytwo
(c) Factors affecting tax charge for future years
The company has capital losses for tax purposes at 31 March 2013 of £605,994 (2012: £605,994) available to carry forward against 
future capital gains and excess management expenses of £1,187,825 (2012: £1,306,406), subject to acceptance by H M Revenue & 
Customs. The UK trading subsidiaries have losses for corporation tax purposes at 31 March 2013 available to carry forward against 
profits from the same trade of £128,921 (2012: £500,916) subject to acceptance by H M Revenue & Customs. Future tax charges will 
be impacted by rates announced in the Budget which have not been substantively enacted.
The group and the company have deferred tax assets not included in the financial statements as recovery is not sufficiently certain, 
calculated at a corporation tax rate of 23% (2012: 24%), as follows:
Group Company
2013
£
2012
£
2013
£
2012
£
Tax losses carried forward:
  Capital losses 133,319 151,498 133,319 151,498
  Management expenses 237,793 302,534 237,474 302,534
  Trading losses 5,764 29,229 - -
Non-current asset temporary differences 1,044 2,206 - -
377,920 485,467 370,793 454,032
The deferred tax asset in respect of trading losses is recoverable against future profits from the same trade.
11 Earnings per share
2013 2012
Attributable profit (£) 757,640 746,473
Weighted average number of ordinary shares in issue
for the purposes of basic earnings per share 48,926,766 48,718,168
Effect of dilutive potential ordinary shares on exercise
of warrants 170,450 195,100
Weighted average number of ordinary shares in issue
for the purposes of diluted earnings per share 49,097,216 48,913,268
Basic earnings per share (pence) 1.55p 1.53p
Diluted earnings per share (pence) 1.54p 1.53p
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
thirtythree
12 Dividends per share
2013
£
2012
£
The following dividends per share were paid by the group:
   Interim dividend 0.40p 0.32p
The following dividends per share are proposed by the group:
   Final dividend 0.20p -
The interim dividend for 2013 was paid on 17 January 2013 at a total cost of £195,933 (2012: paid on 19 January 2012 a total cost 
of £155,931).
The payment of the final dividend remains discretionary until paid. The final proposed dividend of 0.20p per share (2012: Nil) was 
not recognised at the year end and will be paid on 19 September 2013 subject to authorisation by shareholders at the forthcoming 
Annual General Meeting.
13 Intangible assets
Group Intellectual
Property
£
Goodwill
£
Total
£
Cost
At 1 April 2011 90,259 257,556 347,815
Foreign currency adjustment (1,421) - (1,421)
Additions 47,999 - 47,999
At 1 April 2012 136,837 257,556 394,393
Foreign currency adjustment (3,127) - (3,127)
Additions 49,711 - 49,711
At 31 March 2013 183,421 257,556 440,977
Amortisation and impairment
At 1 April 2011 33,312 - 33,312
Foreign currency adjustment (998) - (998)
Amortisation charge for the year 25,811 - 25,811
At 1 April 2012 58,125 - 58,125
Foreign currency adjustment (2,267) - (2,267)
Amortisation charge for the year 36,200 - 36,200
At 31 March 2013 92,059 - 92,059
Carrying amount
At 31 March 2013 91,362 257,556 348,918
At 31 March 2012 78,712 257,556 336,268
At 1 April 2011 56,947 257,556 314,503
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
thirtyfour
Company Intellectual
Property
£
Total
£
Cost
At 1 April 2011 and 31 March 2012 24,594 24,594
Additions 3,040 3,040
At 31 March 2013 27,634 27,634
Amortisation and impairment
At 1 April 2011 12,796 12,796
Amortisation charge for the year 8,198 8,198
At 31 March 2011 20,994 20,994
Amortisation charge for the year 2,738 2,738
At 31 March 2012 23,732 23,732
Carrying amount
At 31 March 2013 3,902 3,902
At 31 March 2012 3,600 3,600
At 1 April 2011 11,798 11,798
The goodwill acquired in a business combination is allocated, 
at acquisition, to the cash generating segments that are 
expected to benefit from that business combination. At the 
date of transition to IFRS the carrying amount of goodwill 
had been allocated as red24 segment £136,020 and training 
segment £120,000.
The group tests goodwill annually for impairment or more 
frequently if there are indications that goodwill might be impaired. 
Charges for amortisation and impairment of goodwill and 
intellectual property are included within administrative expenses.
The recoverable amounts of the cash generating units are 
determined from value in use calculations. The group prepares 
cash flow forecasts from the most recent financial budgets
approved by management. The cash flows are then  discounted 
at an appropriate interest rate to determine value in use.
The forecast cash flows for the next two years, taking forecast 
revenues, based upon historical experience, and anticipated 
expenditure are then discounted at a rate of ten percent per 
annum to arrive at a recoverable amount for each cash 
generating unit. This shows that each cash generating unit 
has a recoverable amount in excess of the carrying value of 
goodwill and that no charge for impairment in necessary.
The key assumptions are those regarding discount rate, 
growth rates, expected sales and direct costs during the 
period. Growth forecasts are based on the experience of the 
past three years. A discount rate of 10% has been applied 
based on the cost of loan capital.
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013
13 Intangible assets (continued) red24
Annual report & accounts for the year ended 31 March 2013
14 Investment in group companies
Investments in subsidiary companies: Company
£
Cost
At 1 April 2011 and 31 March 2012 1,680,378
Additions 86,960
At 31 March 2013 1,767,338
Impairment provisions
At 1 April 2011 1,498,904
Impairment charge 20,100
At 31 March 2012 and 31 March 2013 1,519,004
Net book amount
At 31 March 2013 248,334
At 31 March 2012 161,374
At 1 April 2011 181,474
The subsidiary companies at 31 March 2013 and their activities during the year were:
Held directly: Percentage of ordinary share capital held Activity
red24 Operations Limited 100% Security risk management services
red24 CRM (Pty) Limited 100% Security risk management services
red24 Sales Limited 100% Security risk management services
red24 Inc 100% Security risk management services
Green 24 Limited 100% Environmental assistance
ARC Training International Limited 100% Training in security risk management
Silvermine Properties (Pty) Limited 100% Property ownership
All of the subsidiary companies are incorporated in Great Britain and registered in England and Wales, with the exception of red24 
CRM (Pty) Limited and Silvermine Properties (Pty) Limited, which are incorporated and registered in South Africa and red24 Inc 
which is incorporated in the United States of America. The financial statements of all the above subsidiaries are included in these 
financial statements. 
The addition in the year reflects the investment in share capital in Silvermine Properties Limited.
The company’s investment in red24 CRM (Pty) Limited includes R1,300,000 5% convertible redeemable cumulative preference 
shares of R1 each. The company has waived its right to the dividend due on these shares up to 31 March 2013. For the year to  
31 March 2013 this would have amounted to R65,000 (£5,835).
The company’s loan to red24 CRM (Pty) Limited is subordinated in favour of that company’s creditors until such time as the net 
assets of that subsidiary exceed its net liabilities. 
Each year the company reviews the carrying value of the investment in each subsidiary against the amount estimated to be recoverable 
from that subsidiary, if recovery is not reasonably foreseeable then the investment is considered impaired and a charge made.
thirtyfive
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
thirtysix
15 Property, plant & equipment
Group Land and  
buildings
£
Other fixed 
assets
£
Fixtures, fittings 
and equipment
£
Total
£
Cost
At 1 April 2011 - 21,332 257,978 279,310
Foreign currency adjustment - (635) (23,254) (23,889)
Additions - - 45,349 45,349
Disposals - - (86,275) (86,275)
Reclassification - (15,811) - (15,811)
At 1 April 2012 - 4,886 193,798 198,684
Foreign currency adjustment - (512) (14,110) (14,622)
Additions 811,690 - 40,953 852,643
At 31 March 2013 811,690 4,374 220,641 1,036,705
Depreciation
At 1 April 2011 - 6,721 198,412 205,133
Foreign currency adjustment - (313) (18,625) (18,938)
Charge for the year - 489 28,915 29,404
Disposals - - (87,800) (87,800)
Reclassification - (4,004) - (4,004)
At 1 April 2012 - 2,893 120,902 123,795
Foreign currency adjustment - (303) (8,170) (8,473)
Charge for the year 2,706 437 31,555 34,698
At 31 March 2013 2,706 3,027 144,287 150,020
Carrying amount
At 31 March 2013 808,984 1,347 76,354 886,685
At 31 March 2012 - 1,993 72,896 74,889
At 1 April 2011 - 14,611 59,566 74,177
 
The depreciation has been charged to administrative expenses.
In previous years improvements to leasehold property had been included within tangible fixed assets; these were reclassified as 
prepayments in the year ended 31 March 2012 and included within trade and other receivables.
At 31 March 2013 the group had no capital commitments (2012: £Nil).
At 31 March 2013 and at 31 March 2012 the group held no fixtures, fittings or equipment under finance leases.
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
thirtyseven
16 Deferred tax
The deferred tax assets and liabilities, realisable in the foreseeable future, are included at current tax rates and represent the following:
     Group    Company
Total
£
Tax losses
carried forward
£
Temporary 
differences
£
Tax losses
carried forward
£
At 1 April 2011 159,347 146,900 12,447 -
Foreign currency adjustment (1,568) - (1,568) -
Income statement credit/(charge) (34,215) (27,225) (6,990) 24,075
At 1 April 2012 123,564 119,675 3,889 24,075
Foreign currency adjustment (756) - (756) -
Income statement (charge)/credit (68,762) (72,875) 4,113 (275)
At 31 March 2013 54,046 46,800 7,246 23,800
Assets 55,576 46,800 8,776 23,800
Liabilities (1,530) - (1,530) -
54,046 46,800 7,246 23,800
The deferred tax assets recognised in respect of tax losses carried forward represent £46,800 (2012: £119,675) and relate entirely to 
UK companies. Tax losses, which may be carried forward indefinitely, are recoverable against future profits from the same trade and in 
the country in which they were incurred.
17 Trade and other receivables
Group Company
             
Current assets:
2013
£
2012
£
2013
£
2012
£
Trade receivables (i) 1,430,535 1,092,459 - -
Provisions for impairment (ii) (53,431) (34,944) - -
1,377,104 1,057,515 - -
Due from subsidiary undertakings (iii) - - 72,000 132,000
Other receivables 61,808 46,624 11,169 8,052
Prepayments and accrued income 388,612 324,524 29,610 40,660
1,827,524 1,428,663 112,779 180,712
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
thirtyeight
17 Trade and other receivables (continued)
Group Company
             
Current assets:
2013
£
2012
£
2013
£
2012
£
Non-current assets:
Due from subsidiary undertakings (iii) - - 677,355 516,325
Provisions for impairment (ii) - - (70,000) (168,754)
Net amount due from subsidiary undertakings (iii) - - 607,355 347,571
Other receivables 38,262 36,706 - -
Prepayments and accrued income 2,320 5,483 - -
40,582 42,189 607,355 347,571
(i) The average credit period on sales of services is 80 days 
(2012: 69 days). Trade receivables over 120 days at the 
balance sheet date, that have not been received within 60 
days of the balance sheet date, are provided for in full, less 
any element of deferred income. Other trade receivables 
over 60 days at the balance sheet date are provided for on 
estimated irrecoverable amounts. The carrying value of trade 
and other receivables is considered to be the same as their 
fair value.
Included in trade receivables are receivables with a carrying
amount of £450,550 (2012: £425,904) that are designated 
in foreign currencies, of which £440,010 (2012: £414,083) 
are designated in US dollars and £10,540 (2012: £11,821) in 
other currencies.
Included in the group’s trade receivables are debtors with a 
carrying amount of £438,719 (2012: £281,897) which are 
overdue at the balance sheet date for which the group has 
not provided as there has not been a significant change in 
credit quality and the group believes that these amounts are 
still recoverable. The group does not hold any collateral over 
these balances. The ageing of amounts past due but not 
impaired is as follows:
                 
2013
£
2012
£
60-90 days 222,563 158,981
90-120 days 80,380 54,208
120+ days 135,776 68,708
438,719 281,897
The red24 product is sold through key distributors, which does lead to a significant concentration of credit risk. These distributors 
are major global concerns and this limits the risk. At the balance sheet date £159,051 (2012: £372,935) was due to the group 
from key distributors and is included within trade and other receivables.
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
thirtynine
17 Trade and other receivables (continued)
(ii) Movement in the allowances against trade and other receivables:
Group Company
Trade receivables Due from subsidiary undertakings
2013
£
2012
£
2013
£
2012
£
Balance at 1 April 34,944 122,324 168,754 432,754
Increase in provision 18,397 - - 80,000
Release of provision to income statement - (87,380) (98,754) (344,000)
Balance at 31 March 53,341 34,944 70,000 168,754
(iii) The amounts due from subsidiary companies are unsecured and interest to 31 March 2013 has been waived. There are no fixed 
terms for repayment.
18 Cash and cash equivalents
 Group Company
2013
£
2012
£
2013
£
2012
£
Cash and cash equivalents 2,048,675 2,070,173 766,669 850,444
Cash and cash equivalents comprise cash held in short-term bank deposits with a maturity of three months or less. The carrying 
amount of these assets approximated to their fair value. Repatriation of funds to the UK is subject to South African exchange control 
legislation, at 31 March 2013 £256,550 (2012: £176,149) was held with banks in South Africa.
19 Trade and other payables due within one year
 Group Company
 2013
£
2012
£
2013
£
2012
£
Trade payables 265,873 223,488 28,572 41,859
Due to subsidiary companies - - 24,121 -
Other taxation and social security 146,390 93,444 9,816 8,172
Accruals and deferred income 1,119,141 1,128,105 99,368 64,503
1,531,404 1,445,037 161,877 114,534
The average credit period taken on purchases of services is 31 days (2012: 31 days). The carrying value of trade and other payables is 
considered to be the same as their fair value.
Included in group trade payables are payables with a carrying amount of £31,854 (2012:£25,510) that are designated in foreign 
currencies, of which £13,735 (2012: £25,510) are designated in US dollars and £18,119 (2012: £Nil) in other currencies.
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
forty
20 Borrowings
Due within one year Group Company
             2013
£
2012
£
2013
£
2012
£
Bank loan 27,658 - - -
27,658 - - -
Due after more than one year Group Company
             2013
£
2012
£
2013
£
2012
£
Bank loan 390,743 - - -
390,743 - - -
Secured by a fixed charge over the land and buildings of Silvermine Properties (Pty) Limited. The loan is being repaid at the rate of 
R71,063 per calendar month. The interest charged on the loan is 2.75% per annum over the prime rate of Standard Bank of South Africa.
21 Share capital
Number
Authorised
Number of shares
Ordinary shares of 1p each
At 1 April 2011 and 31 March 2012 and 2013       75,000,000
 Authorised
Ordinary shares of 1p each £
At 1 April 2011 and 31 March 2012 and 2013    750,000
Number
Issued & fully paid
Number of shares
At 1 April 2011 48,391,083
Issued during the year 337,272
At 31 March 2012 48,728,355
Issued during the year 255,000
At 31 March 2013 48,983,355
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
fortyone
21 Share capital (continued)
£
Issued & fully paid
Par value of shares
At 1 April 2011 483,911
Issued during the year 3,373
At 31 March 2012 487,284
Issued during the year 2,550
At 31 March 2013 489,834
On 21 June 2012 a further 255,000 ordinary shares were issued at a price of 12.5p per share to members of staff under the share
loan scheme as described above. 
On 12 April 2011 337,272 ordinary shares were issued at a price of 11p per share to members of staff under the share loan scheme
as described above.
22 Share capital and reserves
Group
Revenue 
reserve
£
Share 
capital
£
Share 
premium
£
Other 
reserves
£
Translation  
reserve     
£
Total
£
1 April 2011 1,163,812 483,911 160,600 42,420 81,599 1,932,342
Exchange differences on 
translation of overseas operations - - - - (11,035) (11,035)
Profit for the year 746,473 - - - - 746,473
Issue of shares - 3,373 33,727 - - 37,100
Share based payments - - - 7,580 - 7,580
Adjustments to earlier
share based payments - - - (5,820) - (5,820)
Payment of dividend (155,931) - - - - (155,931)
31 March 2012 1,754,354 487,284 194,327 44,180 70,564 2,550,709
Exchange differences on 
translation of overseas operations - - - - (10,320) (10,320)
Profit  for the year 757,640 - - - - 757,640
Issue of shares - 2,550 29,325 - - 31,875
Share based payments - - - 13,990 - 13,990
Adjustments to share based 
payments - - - (5,010) - (5,010)
Payment of dividend (195,933) - - - - (195,933)
31 March 2013 2,316,061 489,834 223,652 53,160 60,244 3,142,951
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
fortytwo
22 Share capital and reserves (continued)
Company
Revenue 
reserve
£
Share 
capital
£
Share 
premium
£
Other 
reserves
£
Total
£
1 April 2011 459,862 483,911 160,600 42,420 1,146,793
Profit for the year 423,520 - - - 423,520
Issue of shares - 3,373 33,727 - 37,100
Share based payments - - - 7,580 7,580
Adjustments to earlier
share based payments - - - (5,820) (5,820)
Payment of dividend (155,931) - - - (155,931)
31 April 2012 727,451 487,284 194,327 44,180 1,453,242
Profit  for the year 302,798 - - - 302,798
Issue of shares - 2,550 29,325 - 31,875
Share based payments - - - 13,990 13,990
Adjustments to share based payments - - - (5,010) (5,010)
Payment of dividend (195,933) - - - (195,933)
31 March 2013 834,316 489,834 223,652 53,160 1,600,962
The share premium reserve records the premium above the par value of the shares paid on the issue of shares by the company, 
less the costs of the issue of shares.
The translation reserve arises from currency differences arising on the retranslation of foreign currency balances as explained in
accounting policy 1(j), there is no tax effect.
The revenue reserve reflects changes in equity not shown elsewhere and is the group and company’s distributable reserve.
Other reserves represent the cumulative amount charged to the income statement in respect of the company’s share options as set
out in note 8. The following table provides further detail on this reserve:
     Group Company
Other reserves Share option 
reserve
£
Total
£
Share option 
reserve
£
Total
£
1 April 2011 42,420 42,420 42,420 42,420
Share based payments 7,580 7,580 7,580 7,580
Adjustments to earlier share based payments (5,820) (5,820) (5,820) (5,820)
1 April 2012 44,180 44,180 44,180 44,180
Share based payments 13,990 13,990 13,990 13,990
Adjustments to earlier share based payments (5,010) (5,010) (5,010) (5,010)
31 March 2013 53,160 53,160 53,160 53,160
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
23 Notes to the cash flow statement
(a) Cash generated from operating activities
Group Company
2013 2012 2013 2012
£ £ £ £
Operating activities
Profit before tax 940,104 863,093 302,797 423,520
Adjustments for:
Investment income (5,204) (2,953) (100,791) (75,559)
Finance costs 6,309 647 - -
Depreciation and amortisation 70,898 55,215 2,738 8,198
Impairment charges - - - 20,100
Share based payments 8,980 1,760 8,980 1,760
Exchange gains and losses 5,839 24,497 - -
Income tax expense (80,028) (2,405) - -
(Increase)/decrease in receivables (448,721) (41,927) (191,576) 174,404
Increase/(decrease) in payables 150,184 206,035 47,344 8,394
Cash generated from operating activities 648,361 1,103,962 69,492 560,817
(b) Analysis of changes in net cash
Group 1 April
2012
£
Cash
 movements
£
Other
movements
£
31 March
2013
£
Cash and cash equivalents 2,070,173 (755) (20,743) 2,048,675
Increase in bank loans - (418,401) - (418,401)
Net cash 2,070,173 (419,156) (20,743) (1,630,274)
Company
Cash and cash equivalents 850,444 (83,775) - 766,669
Included in other movements on cash and cash equivalents is a foreign exchange movement of £20,743 (2012: £20,066).
fortythree 
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
fortyfour
23 Notes to the cash flow statement (continued)
(c) Reconciliation of net cash flow movement to movement in net cash
Group Company
 
2013
£
2012
£
2013
£
2012
£
(Decrease)/increase in cash (755) 894,089 (83,775) 517,545
Increase in bank loans (418,401) - - -
Translation difference (20,743) (20,066) - -
(Decrease)/increase  
in net cash (439,899) 874,023 (83,775) 517,545
Opening net cash 2,070,173 1,196,150 850,444 332,899
Closing net cash 1,630,274 2,070,173 766,669 850,444
24 Operating lease commitments
At 31 March 2013 the group was committed to making minimum lease payments under noncancellable operating leases as follows:
Group
       Office equipment Land and buildings
2013
£
2012
£
2013
£
2012
£
Within one year 1,148 1,148 42,418 119,071
Between one and two years 1,148 1,148 35,699 115,701
Between two and five years 2,296 3,444 35,013 84,325
4,592 5,740 113,130 319,097
Operating leases represent rental payments payable by the group for certain of its office properties and items of office equipment.
The average contractual life of these leases is two years and only one of the lease obligations extends beyond 31 December 2013.
In this case the lease extends to March 2016. In the ordinary course of business these leases are renewable. One office has a rent
review in March 2015, otherwise the rents are fixed.
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
fortyfive
25 Related party transactions
Since 1 January 2005, the company has paid Sidebell Limited amounts for the use of Sidebell’s offices and the use of accountancy 
services. S A Richards, a director of the company, has a minority interest in the share capital of Sidebell Limited. In the year to 31
March 2013, these amounts were £2,000 per month, totalling £24,000 (2012: £24,000). The balance due to Sidebell Limited at 31 
March 2013 was £Nil (2012: £Nil).
The directors’ report sets out the interests of the directors in the share capital of the company, in addition all the directors hold share 
options under the group’s share option scheme and these are also disclosed in that report. Key management remuneration is as follows:
2013
£
2012
£
Salaries 276,000 252,240
Social security costs 28,086 27,429
Share-based payments 11,360 7,580
315,446 287,249
Refer to the remuneration report, and note 9, for further details of the remuneration of directors employed by the company.
During the year the company entered into the following transactions with its subsidiaries:
2013
£
2012
£
Management charges receivable 588,000 514,000
Dividends receivable 100,000 75,000
Licence fee receivable 120,000 120,000
Amounts owed by subsidiaries at year end 749,355 648,325
Amounts owed to subsidiaries at year end 24,121 -
The management charges reflect a charge to partly recover the time of the group directors and the cost of central services such as 
administrative offices, the conduct of the audit and the maintenance of professional insurances.
As shown in note 16, impairment provisions totalling £70,000 (2012: £168,754) have been made against the amounts shown as
due from subsidiaries in the table above.
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
fortysix
26 Financial instruments and risk summary
(a) Financial risk policies and objectives
The group’s financial instruments comprise, for the purposes of IFRS 7, cash and cash equivalents, trade and other receivables, 
trade and other payables, loans and finance leases. Details of the significant accounting policies in relation to these financial assets 
and liabilities are disclosed in note 1 to the financial statements. 
All financial assets are categorised as loans and receivables as follows:
Group Company
Non-current financial assets:
2013
£
2012
£
2013
£
2012
£
Trade and other receivables 38,262 36,706 607,355 347,571
38,262 36,706 607,355 347,571 
Current financial assets:
Trade and other receivables 1,438,912 1,104,139 83,169 140,052
Cash and cash equivalents 2,048,675 2,070,173 766,669 850,444
3,487,587 3,174,312 849,838 990,496
Total 3,525,849 3,211,018 1,457,193 1,338,067
All financial assets are categorised as loans and receivables as follows:
Group Company
Current financial liabilities:
2013
£
2012
£
2013
£
2012
£
Trade and other payables 265,873 223,488 52,693 41,859
Accruals 434,716 568,021 - -
Bank loan 27,658 - - -
728,247 791,509 52,693 41,859
Non-current financial liabilities:
Bank loan 390,743 - - -
Total 1,118,990 791,509 52,693 41,859
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
26 Financial instruments and risk summary (continued)
(a) Financial risk policies and objectives (continued)
The Board’s principal objective in managing its financial assets and liabilities is to ensure that the operating units have sufficient 
working capital for their day-to-day needs. Surplus cash is maintained on call deposits with the clearing bankers to the operating 
units, as the group is not yet sufficiently cash generative to warrant a separate treasury function or take advantage of greater returns 
that may be available from other sources or maturities. The group does derive income in overseas currencies, principally the US 
dollar, and does incur expenses in overseas currencies, principally the costs of its South African operation which is Rand based. No 
forward contracts have been entered into to hedge these exposures.
(b) Capital risk management
The directors consider the company’s capital comprises its share capital and reserves and bank and other loans. In general the 
group finances its operations from equity share issues and from the retention of profits. To ensure that equity markets remain open 
to the group as a source of capital, the market price of the group’s shares is regularly reviewed by the Board, to check it remains 
above par value. In the last year the group has increased its investment in South Africa quite considerably by purchasing the 
property there; this purchase was financed through a combination of retained earnings and locally sourced bank finance to act as a 
hedge against country and currency risk.
(c) Foreign currency risk and sensitivity
The group has two overseas subsidiaries whose functional currencies are Rand and another whose functional currency is US 
dollars. In addition the group undertakes transactions denominated in foreign currencies, principally US dollars, hence exposures 
to exchange rate fluctuations arise. The carrying amount of the group’s foreign currency denominated financial assets and financial 
liabilities at the reporting date is as follows:  
Assets Liabilities
2013
£
2012
£
2013
£
2012
£
Rand 143,611 180,276 512,030 69,440
Dollar 927,601 814,756 104,179 45,028
Other currencies 3,727 13,108 13,137 8,264
1,074,939 1,008,140 629,346 122,732
The company does not have any exposure to foreign currencies as all its transactions are in sterling. The group’s exposure to the 
Rand is such that were the Rand to appreciate by 10% against sterling the cost of its operations in South Africa would rise by 
£157,241 (2012: £147,842), this would be mitigated by a rise in the value in the group’s Rand assets of £66,283 (2012: £23,483). 
The group’s exposure to the US dollar is such that were the dollar to depreciate by 10% against sterling profit would be reduced 
by £100,926 (2012: £137,432). The Board are aware that these are significant risks and the impact of currency movements on 
earnings cannot be reliably forecast and remains an area of uncertainty.
fortyseven
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
fortyeight
26 Financial instruments and risk summary (continued)
(d) Market risk
The group’s activities expose it to the financial risks of changes in foreign currency exchange rates (see section (c)) and interest rates 
(see section (g)). As explained above, the group has, for the present, accepted exposure to these risks.
(e) Liquidity risk 
Ultimate responsibility for liquidity risk management rests with the board of directors, which regularly reviews the short, medium and 
long term funding and liquidity requirements. As a general principle the board consider that equity remains the most appropriate 
source of funds for the business and endeavours to maintain access to equity capital markets to fund medium and long term 
liquidity requirements. However, where significant overseas investments are contemplated an evaluation of currency, country and 
other risk factors are taken into account and opportunities to finance a proportion of that investment locally will be considered. 
Financial assets are maintained on short term deposit to assist with the management of day-to-day working capital requirements.
(f) Fair value of financial instruments
There is no material difference between the fair value and carrying value of financial assets and liabilities.
(g) Interest rate risk  
The group has financial assets of £3,525,849 at 31 March 2013 (2012: £3,211,018) comprising cash deposits and trade and other 
receivables. Trade and other receivables have been excluded from the following tables as they are non-interest bearing.                        
The interest rate profile of the group’s financial assets, excluding trade and other receivables was:
Group
Floating rate 
deposits
2013
£
Average rate
2013
£
Floating rate 
deposits
2012
£
Average rate
2012
£
Currency
Sterling 1,468,066 0.1% 1,548,139 0.5%
Rand 92,659 6% 131,098 9%
Dollar 487,950 0% 390,936 0%
2,048,675 2,070,173
Company
Sterling 766,669 0.1% 850,444 0%
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
fortynine
26 Financial instruments and risk summary (continued)
(g) Interest rate risk (continued)
The group has financial liabilities of £684,274 (2012: £223,488). 
The interest rate profile of the group’s financial liabilities, excluding trade and other payables, at 31 March 2013 was:
Group
Floating rate 
liabilities
£
Fixed rate
liabilities
£
Total financial
liabilities
£
Average rate 
of floating rate 
liabilities
£
Currency
Rand bank loan 418,401 - 418,401 8.5%
The group and company had no financial liabilities, other than trade and other payables, at 31 March 2012.  The entire group’s 
trade and other payables are either short term non-interest bearing payables or fall outside the definition of a financial liability. 
Consequently no table of their interest rate profile is presented. 
The following table details the remaining contractual maturity for the group’s financial liabilities. The table is based on the earliest 
date on which the group can be required to pay. The table includes both principal cash flows and interest, or an estimate of interest 
for floating rate instruments and excludes trade and other payables as the contractual maturities are all due within one year of the 
balance sheet date.
Group
2013
Due within one 
year
£
Due in one to 
two years
£
Due in two to 
five years
£
Due in over five 
years
£
Total
£
Floating rate bank loan
- Average rate 8.5% 62,161 62,161 186,483 107,596 418,401
62,161 62,161 186,483 107,596 418,401
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
fifty
26 Financial instruments and risk summary (continued)
(h) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the group. The 
group has a credit policy of only dealing with creditworthy counterparties as a means of mitigating this risk. The group’s exposure to 
credit risk is monitored on a monthly basis and remedial action taken where appropriate.
Despite the above policies there does remain a concentration of credit risk in that two customers, one a major bank and the other 
a major insurance company, constitute 32.8% (2012: 34.1%) of the group’s trade and other receivables. These receivables are 
within their trading terms but nonetheless present an ongoing risk. The group is endeavouring to mitigate this risk by gaining new 
customers at a faster rate than business with these two counterparties develops. 
The group’s maximum exposure to credit risk on its financial assets is £3,525,849 (2012: £3,211,018). For the company its 
maximum exposure, excluding amounts due from subsidiaries, is £777,838 (2012: £858,496). The group does not hold any 
collateral against these financial assets.
27 Contingent liabilities
The company has a contingent liability in respect of the value added tax of certain subsidiary companies under a group registration 
and is therefore jointly and severally liable for all the other group companies’ debt in this respect.  At 31 March 2013 the maximum 
potential liability was £99,381 (2012: £62,908).
The company disposed of interests in a number of leasehold properties during the 15 months to 31 March 2002 but retains a 
contingent liability in respect of one of those properties should the assignees fail to fulfil their obligations under the lease. For this 
lease, which expires in 2013 and where the annual rent is £135,000, the assignee’s obligations are guaranteed by a major clearing 
bank. The directors consider it unlikely that there will be any cost to the company.
NOTES TO THE FINANCIAL STATEMENTS
year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
NOTICE IS HEREBy given that the Annual General Meeting of red24 plc (‘the Company’) will be held at 11.00 a.m. on Tuesday 6 August 
2013 at the offices of red24, The London Underwriting Centre, 3 Mincing Lane, London, EC3R 7DD, for the following purposes:
Ordinary business
To consider as ordinary business and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1  To receive and consider the Company’s accounts for the year ended 31 March 2013 and the Directors’ Report and Auditors’ 
Report thereon.
2 To re-appoint S A Richards as a director of the Company.
3  To appoint Baker Tilly UK Audit LLP as auditors of the Company to hold office until the conclusion of the next general meeting at 
which accounts are laid before the members and to authorise the directors to agree their remuneration.
4  That a final dividend of 0.20p per share, as recommended by the directors, be declared to be payable on 19 September 2013 to 
shareholders on the register on 23 August 2013.
 
Special business
To consider as special business and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution:
5  THAT: subject only to Resolution 6 below being passed as a Special Resolution, the directors of the Company be and they are 
hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (as defined 
in Section 551 of the Companies Act 2006 (“the Act”)) up to a nominal amount equal to £125,000 provided that this authority 
shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the earlier of the conclusion 
of the Annual General Meeting of the Company next following the passing of this Resolution and 15 months from the date of 
this Resolution and further provided that the Company shall be entitled before such expiry to make an offer or agreement which 
would or might require relevant securities to be allotted after such expiry and the directors of the Company shall be entitled to allot 
relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.
To consider as special business and, if thought fit, to pass the following resolutions which will be proposed as special resolutions:
6  THAT subject to Resolution 5 above being duly passed as an Ordinary Resolution, the directors of the Company be and they are 
hereby empowered pursuant to Section 571 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash 
pursuant to and for the duration of the authority conferred on them by Resolution 5 above as if Section 561 of the Act did not 
apply to any such allotment provided that this authority is limited to: 
 
6.1   the allotment of equity securities in connection with any rights issue in favour of ordinary shareholders on the register of 
members at such record date or dates as the directors of the Company may determine where the equity securities to be 
issued are respectively attributable to the interests of all such holders of ordinary shares held by them at such record date or 
dates, provided that the directors of the Company may make such arrangements or exclusions as they consider necessary 
or expedient in respect of fractional entitlements or legal or practical problems arising in any overseas territory or the 
requirements of any regulatory body or stock exchange; 
 
fiftyone
NOTICE OF ANNUAL GENERAL MEETING   6.2  the allotment of equity securities pursuant to the terms of any share scheme for employees adopted by the Company; and 
 
   6.3   the allotment (otherwise than pursuant to sub-paragraphs 6.1 or 6.2 above) of equity securities up to an aggregate nominal 
amount of £100,000.
and shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the earlier of the conclusion of 
the Annual General Meeting of the Company next following the passage of this Resolution and fifteen months from the date of this 
Resolution, save that the Company may before the expiry of the authority conferred by this Resolution make an offer or agreement 
which would or might require equity securities to be allotted after such expiry and the directors of the Company may allot equity 
securities in pursuance of such offer or agreement notwithstanding that such authority has expired.
7  THAT pursuant to Article 44 of the Company’s Articles of Association and in accordance with Section 701 of the Act, the 
Company be generally and unconditionally authorised to make market purchases (as defined in Section 693(4) of the Act) of 
ordinary shares in the capital of the Company on such terms and in such manner as the directors determine, provided that this 
authority: 
 
7.1  is limited to a maximum of 500,000 Ordinary Shares representing approximately 1% of the Company’s issued Ordinary Share 
capital as at the date of this resolution;
   7.2 does not permit the payment by the Company, exclusive of any expenses of less than the par value of each Ordinary Share; 
 
   7.3  does not permit the payment by the Company, exclusive of any expenses, of more than 105% of the average of the middle 
market quotations for an Ordinary Share as derived from the AIM Appendix of the London Stock Exchange Daily Official List 
for the five business days immediately preceding the date on which such Ordinary Shares is contracted to be purchased; 
and shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the earlier of the conclusion of 
the Annual General Meeting of the Company next following the passage of this Resolution and fifteen months from the date of this 
Resolution, save that the Company may before the expiry of the authority conferred by this Resolution contract to purchase Ordinary 
Shares the completion of which may take place after the expiry of this authority, and the Company may make such a purchase 
notwithstanding such expiry. 
10 June 2013
By order of the Board      Registered office
        Breckenridge House
        274 Sauchiehall Street
        Glasgow G2 3EH
J E A Mocatta       Registered in Scotland No. SCO86069
Secretary
fiftytwo
NOTICE OF ANNUAL GENERAL MEETING
red24
Annual report & accounts for the year ended 31 March 2013 fiftythree
NOTICE OF ANNUAL GENERAL MEETING
Notes
1  In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the 
Company’s register of members not later than 4.00pm on 2 August 2013 or, if the meeting is adjourned, shareholders entered 
on the Company’s register of members not later than 48 hours before the time fixed for the adjourned meeting, shall be entitled 
to attend and vote at the meeting.
2  If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint one or more proxies to 
exercise all or any of your rights to attend, speak and vote at the meeting.  
  A form of proxy is enclosed which you are invited to complete and return.  Completion and return of the proxy form in 
accordance with the instructions thereon will not prevent you from attending and voting at the Meeting, instead of your proxy, if 
you wish to do so.
3  A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to 
appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy 
form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the 
Chairman) and give your instructions directly to them.
4  you may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. you 
may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may 
photocopy the proxy from. Please indicate the proxy holder’s name and the number of shares in relation to which they are 
authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also  
indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned  
in the same envelope.
5  The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
  To appoint a proxy using the proxy form, the form must be: 
 
• completed and signed; 
• sent or delivered to the Company’s registrars, Capita Registrars  PxS, 34 Beckenham Road, Beckenham, Kent BR3 4TU; and 
• received not later than 48 hours before the time fixed for the Meeting at which the proxy is to vote. 
 
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf 
by an officer of the company or an attorney for the company. 
 
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or 
authority) must be included with the proxy form.
red24
Annual report & accounts for the year ended 31 March 2013 fiftyfour
NOTICE OF ANNUAL GENERAL MEETING
6  In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment 
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint 
holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).
7  To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the 
cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy 
appointment received after the relevant cut-off time will be disregarded. 
 
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another 
hard-copy proxy form, please contact the Company’s registrars, Capita Registrars of 34 Beckenham Road, Beckenham, Kent 
BR3 4TU for details. 
 
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of 
proxies will take precedence.
8  In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating 
your intention to revoke your proxy appointment to the Company’s registrars, Capita Registrars PxS, 34 Beckenham Road, 
Beckenham, Kent BR3 4TU for details. In the case of a member which is a company, the revocation notice must be executed 
under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of 
attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) 
must be included with the revocation notice. 
 
The revocation notice must be received by the Company’s registrars, Capita Registrars PxS, 34 Beckenham Road, Beckenham, 
Kent BR3 4TU no later than 48 hours before the time fixed for the Meeting at which the proxy is to vote. 
 
Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy 
and attend the Meeting in person, your proxy appointment will automatically be terminated.
9  A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for or against  
a resolution. 
10  Copies of the directors’ contracts of service are available for inspection at the Company’s registered office during normal 
business hours on each business day from the date of this notice until the day of the Annual General Meeting and will be at the 
place of the Annual General Meeting for one hour before, and until the conclusion of, the Meeting. 
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Annual report & accounts for the year ended 31 March 2013 fiftyfive
DIRECTORS
S A Richards, MA MSc FCA  (Executive Chairman)
J E A Mocatta, MA FCA  (Non-Executive Director) 
M S H Worsley-Tonks MBE (Executive Director)
SECRETARy
J E A Mocatta, MA FCA 
REGISTERED OFFICE:
Breckenridge House
274 Sauchiehall Street
Glasgow G2 3EH
NOMINATED ADVISER AND BROKER:
finnCap Limited
60 New Broad Street
London EC2M 1JJ
REGISTRARS:
Capita Registrars PxS
34 The Registry
Beckenham
Kent BR3 4TU
INDEPENDENT AUDITOR:
Baker Tilly UK Audit LLP
Chartered Accountants
25 Farringdon Street
London EC4A 4AB 
ADMINISTRATIVE OFFICE:
The Coach House
Bill Hill Park
Wokingham
Berkshire RG40 5QT
BANKERS:
HSBC Bank plc
26-28 Broad Street
Reading
Berkshire RG1 2BU
SOLICITORS:
Field Seymour Parkes LLP
1 London St
Reading RG1 4QW
DIRECTORS AND OFFICERS
red24
Annual report & accounts for the year ended 31 March 2013 red24
Annual report & accounts for the year ended 31 March 2013
fiftysix
red24 Consultant Forum, Frankfurt 2013