Company registration number 11115718 (England and Wales)
 
 
 
 
 
 
 
 
 
SEED CAPITAL SOLUTIONS PLC
 
ANNUAL REPORT AND FINANCIAL STATEMENTS
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SEED CAPITAL SOLUTIONS PLC
 
COMPANY INFORMATION
 
 
 
Directors
Mr. D Greef
 
Mr. J Zorbas
 
Mr. S Karupiah
 
Mr. A Robinson
 
 
 
 
Company number
11115718
 
 
Registered office
80 Cheapside
 
London
 
EC2V 6EE
 
 
 
 
Auditor
HaysMac LLP
 
10 Queen Street Place
 
London
 
EC4R 1AG
 
 
 
 
Company Secretary
Kitwell Administration Limited
 
High Turnshaw Farm
 
Pickles Hill
 
Oldfield
 
BD22 0RY
 
 
 
 
Registrar
Avenir Registrars Limited
 
5 St John's Lane
 
London EC2 4BH
 
 
 
 
Solicitors
Hill Dickinson LLP
 
The Broadgate Tower
 
20 Princess Street
 
London EC2A 2EW
 
 
 
 
 
 
 
 
 
 
 
SEED CAPITAL SOLUTIONS PLC
 
CONTENTS
 
 
 
Page
 
 
Chairman's statement
1
 
 
Strategic report
2 - 3
 
 
Directors' report
4 - 5
 
 
Corporate governance statement
6 - 9
 
 
Directors' responsibilities statement
10
 
 
Directors' remuneration report
11 - 13
 
 
Independent auditor's report
14 - 21
 
 
Statement of comprehensive income
22
 
 
Statement of financial position
23
 
 
Statement of changes in equity
24
 
 
Statement of cash flows
25
 
 
Notes to the financial statements
26 - 38
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SEED CAPITAL SOLUTIONS PLC
 
CHAIRMAN'S STATEMENT
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
The Board of Seed Capital Solutions plc (the “Company”) announces the audited results for the year ended 30 June 2025.
 
The Board announces the results for the year being a loss before taxation for the year of £420,397 (2024: £262,412), with a cash balance of £211,400 (2024: £518,144).
 
The main development in the year was the announcement by the Company on 28 May 2025 (“Announcement”) that it had entered into non-binding heads of terms ("Heads") and an exclusivity agreement with the shareholders of Cuarta Dimension Medica SL ("4DM") for the acquisition ("Acquisition") by the Company of all of the issued share capital of 4DM in exchange for the issue of new ordinary shares in the Company, which comprised an Initial Transaction under UK Listing Rule 13.2.1 ("Initial Transaction").
 
4DM is an AI-powered imaging diagnostics group, focused primarily on the veterinary market with applications across the wider healthcare sector. Based in Spain, 4DM supplies diagnostic scanning equipment sourced from leading OEMs including Samsung, Philips and General Electric, integrated with its proprietary AI-enabled software platform. 4DM is backed by Substrate AI, a Spanish-listed investment fund, which acquired a controlling interest in 2023.
 
On the basis that the Initial Transaction is completed on the contemplated terms, and that this would therefore result in the Company's existing shareholders having a minority interest in the enlarged group (and would constitute an Initial Transaction under the FCA's UK Listing Rules), at the request of the Company, the FCA suspended the Company's listing on the Official List and trading on the Main Market of the London Stock Exchange on 28 May 2025, pending the publication of further details on 4DM and the enlarged Company or an announcement that the Initial Transaction is not proceeding.
 
The Company requested the temporary suspension because of the lack of information about 4DM in relation to the Initial Transaction, which could prevent the smooth operation of the market in the shares of the Company.
 
The Acquisition is conditional upon, amongst other things, admission of the issued and to be issued share capital of the Company to the Equity Shares (Commercial Companies) Category of the Financial Conduct Authority's Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission"). Subject to the completion of the Acquisition, the Company will become the holding company of 4DM. Following Admission, the principal activity of the Enlarged Group will be AI-powered imaging diagnostics, focused primarily on the veterinary market with applications across the wider healthcare sector.
 
Since the Announcement, the Company has with its advisers and Sponsor been progressing the preparations and documentation for the Acquisition with 4DM. The process of bringing the Company back from suspension and Admission is the Board's primary aim and at this time, both the Company and 4DM are proceeding with good faith on the terms as outlined in the Announcement.
 
The Board will update shareholders if and when appropriate regulatory milestones are passed.
 
 
…………………………..
Mr. D Greef
Chairman
 
 
Date: 28 October 2025
 
 
 
 
 
- 1 -
SEED CAPITAL SOLUTIONS PLC
 
STRATEGIC REPORT
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
The Directors present the strategic report for the year ended 30 June 2025.
 
Review of business and analysis using Key Performance Indicators
The Company was incorporated on 18 December 2017 with the purpose of acquiring a business or businesses that demonstrate strong environmental, social and governance ("ESG") credentials and exhibit the potential for long-term, sustainable value creation. The Company was listed on the Main Market of the London Stock Exchange on 12 April 2023 with this same purpose.
 
The most significant development during the year was the signing of the Heads and an exclusivity agreement with the shareholders of 4DM on 28 May 2025 regarding the acquisition of the entire issued share capital of 4DM. As 4DM represents a significant operating business in AI-powered imaging diagnostics, the contemplated acquisition constitutes an Initial Transaction under the FCA's UK Listing Rules. Consequently, at the Company's request, the FCA suspended trading in the Company's shares on 28 May 2025, pending further disclosures.
 
The Company, alongside its advisers and sponsor, continues to work towards finalising the documentation required for completion of the Acquisition and subsequent readmission of the Company's shares to trading on the London Stock Exchange. Subject to completion, the enlarged group will operate as a leading AI-driven diagnostics business, initially focused on the veterinary sector with scope to expand into the wider healthcare market. The Directors consider the Acquisition to result in a reverse transaction and post completion, the enlarged Group will prepare consolidated financial statements.
 
As the Company has yet to commence any commercial activities, its key performance indicators are limited to cash balances and expenses incurred, measured as loss before taxation as follows:
 
 
30 June 2025
30 June 2024
 
 
£
£
 
Cash balances
211,400
518,144
 
Loss before taxation
(420,397)
(262,412)
 
 
Non-financial KPIs largely relate to the identification, negotiation, and progress of acquisition opportunities, with the 4DM transaction being the primary focus during the year under review.
 
Principal risks and uncertainties
The principal risks currently facing the Company are:
 
•
Acquisition risk: Failure to identify or secure suitable acquisition targets on acceptable terms.
•
Liquidity risk: Ongoing costs associated with due diligence or potential acquisitions place pressure on cash resources, with no guarantee that funds expended will result in a successful transaction.
•
Funding risk: The possibility that additional equity funding or other financing may be required but not secured, impacting the Company's ability to execute its strategy.
•
Implementation risk: Even if an acquisition is completed, integration challenges or failure of the target to deliver expected returns could impact performance.
 
The Directors believe their collective experience and network will mitigate these risks but acknowledge that outcomes remain dependent on both market conditions and regulatory approvals.
 
 
 
 
 
 
 
- 2 -
 
SEED CAPITAL SOLUTIONS PLC
 
STRATEGIC REPORT (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
Future Developments and strategy
The Board's primary objective is to complete the Acquisition of 4DM and readmission of the enlarged group to trading on the London Stock Exchange. Following completion, the strategic focus will shift to developing 4DM's AI- powered imaging platform, with an emphasis on expansion into international markets and broader healthcare applications.
 
Non-financial information
The Company remains a low energy user and is exempt from the Streamlined Energy and Carbon Reporting requirements. Until operations commence post-acquisition, non-financial indicators will primarily track the Company's progress in ESG-aligned acquisition opportunities. Upon completion of the Acquisition, the Board will reassess reporting on environmental, human rights, and anti-bribery matters in line with the enlarged group's operations.
 
Section 172(1) statement
This section serves as our Section 172 statement in compliance with the Companies Act 2006. Section 172 (1) (a) to (f) of the Act requires the Directors to have regard to the interests of our wider stakeholders when making key decisions across a range of areas. We identify our stakeholders as our employees (at this stage there are none apart from the Directors), our customers (at this stage there are none), our suppliers, our communities and environment, our shareholders and government and regulators. In the paragraphs below we identify the interests of our stakeholders and our desire to ensure we act fairly, with a reputation for high standards of business conduct, and the long-term consequences of the decisions we take, underpin the way in which we operate.
 
Our suppliers:
It is key that we engage with our service providers to ensure we maintain high standards of our carefully selected service providers.
 
Our communities/environment:
The Company is committed to building positive relations with the communities in which we operate. We also have a responsibility to work to reduce our impact on the environment and engage with stakeholders to discuss how everyone can move towards a more sustainable business model.
 
Our stakeholders:
We create value for our stakeholders by generating strong and sustainable results. The Directors engage through regular meetings and regular operational and financial performance updates. The key topics of engagement are strategy, financial performance, governance and investments.
 
Government and regulators:
It is important we engage with governments and regulators to ensure compliance with local laws and regulations. The Directors engage through regular communication and engagement with authorities, as necessary.
 
 
 
On behalf of the board
 
……………………………
Mr. J Zorbas
Director
 
Date: 28 October 2025
 
 
 
 
 
- 3 -
 
SEED CAPITAL SOLUTIONS PLC
 
DIRECTORS' REPORT
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
The Directors present their annual report and financial statements for the year ended 30 June 2025.
 
Principal activities
The Company has been incorporated to act as a special purpose acquisition vehicle. The Company listed on the London Stock Exchange on 12 April 2023, the review of the business has been outlined in the Chairman's Statement and Strategic Report.
 
Results and dividends
The loss for the year after taxation amounted to £420,397 (2024: Loss £262,412). The Directors do not recommend the payment of a dividend (2024: £Nil).
 
Directors
The Directors who held office during the year and up to the date of signature of the financial statements were as follows:
 
Mr. D Greef
Mr. J Zorbas
Mr. S Karupiah
Mr. A Robinson
 
Political donations
The Company did not make any political contributions in the year ended on 30 June 2025 (2024: £Nil).
 
Post reporting date events
Particulars of events after the reporting date are detailed in note 18 to the financial statements.
 
Auditor
The auditor, HaysMac LLP, will be proposed for reappointment at the next Annual General Meeting of the Company.
 
Energy and carbon reporting
The Company is a low energy user and as such is exempt from reporting under these regulations.
 
The Company currently has no process for identifying and assessing climate-related risks and opportunities given they are not deemed material to the Company. The Board will keep this assessment under regular review as part of any plan to move towards commercial activity.
 
Statement of disclosure to auditor
Each Director in office at the date of approval of this annual report confirms that:
•
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
•
the Director has taken all the 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.
 
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
 
 
 
 
 
 
- 4 -
 
SEED CAPITAL SOLUTIONS PLC
 
DIRECTORS' REPORT (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
Going concern
The Directors have assessed the Company's financial position and future prospects in light of its audited results for the year ended 30 June 2025 and the strategic developments announced on 28 May 2025 regarding the proposed Acquisition of 4DM.
 
As at 30 June 2025, the Company reported a loss before taxation of £420,397 (2024: Loss £262,412) and held a cash balance of £211,400 (2024: £518,144). The reduction in cash reflects ongoing operational costs and preparatory expenses associated with the proposed Acquisition.
 
The Directors have prepared cash flow forecasts that reflect the Company's current financial position and anticipated costs associated with the Acquisition process. These forecasts indicate that the Company has sufficient resources to meet its obligations through to 31 October 2026. However, the forecasts are sensitive to the timing and outcome of the Acquisition, associated regulatory approvals and associated capital market fund raise.
 
The principal risk to the Company's going concern status is the unavailability of cash and/or other funding facilities in the period leading up to the fund raise and completion of the transaction and also the uncertainty surrounding the completion of the Acquisition and the associated capital market fundraise required to support the enlarged group's operations. The Directors are confident that there are mitigating factors in place, including access to debt funding should it be required, to continue in operations up to the point of fund raise. Should the Acquisition not proceed or market conditions not support a successful fundraise, the Company may be required to seek alternative sources of financing or reassess its strategic direction.
 
Accordingly, while the Directors remain confident in the Company's ability to execute its strategic plans, they acknowledge that a material uncertainty exists which may cast significant doubt on the Company's ability to continue as a going concern. The financial statements have therefore been prepared on a going concern basis, with appropriate disclosures made in the notes to the accounts.
 
Diversity
The Company aims to provide equality, fairness for all employees and is committed to employing and retaining a skilled workforce with the right qualifications and talents from a variety of backgrounds. As the Company is in the process of acquiring 4DM, it has not yet recruited any staff members other than the Directors and as such the Company has not converted these principles into a formal policy. The Board will continue to monitor this. Overall, of our 4 Directors, all are male.
 
On behalf of the board
…………………………………..
Mr. J Zorbas
Director
Date: 28 October 2025
 
 
 
 
 
 
 
 
 
 
- 5 -
 
SEED CAPITAL SOLUTIONS PLC
 
CORPORATE GOVERNANCE STATEMENT
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
The Board supports high standards of corporate governance. To this end the Company has adopted and complies with the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) so far as is practicable given the Company's size and nature. The QCA Code sets out a standard of minimum best practice for small and midsize quoted companies.
 
Principle One
Business Model and Strategy
The Company was incorporated on 18 December 2017 with the purpose of acquiring a business or businesses that demonstrate strong environmental, social and governance ("ESG") credentials and exhibit the potential for long-term, sustainable value creation. The Company was listed on the Main Market of the London Stock Exchange on 12 April 2023 with this same purpose. Further information can be found in the Strategic Report on pages 2 to 3.
 
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders by providing effective communication through the Company's Annual Report along with Regulatory News Service announcements. Current information about the Company is also accessible on the Company's website at www.seedcapitalsolutionsplc.com.
 
All shareholders are invited to attend the Company's Annual General Meeting (“AGM”) on 26 November 2025 and have an opportunity to ask questions directly to the Directors at the meeting. The AGM is regarded as an opportunity to meet, listen, and present to shareholders, and shareholders are encouraged to attend and ask questions.
 
Principle Three
Considering wider stakeholder and social responsibilities
The Company is aware of the needs of our wider environmental, social and governance responsibilities to shareholders and other stakeholders and their implications for long-term success. Once the Company has made its first acquisition, the Board will follow what it believes to be market best practice and develop procedures to address these important issues.
 
Principle Four
Risk Management
The Board recognises the need for effective and well-defined risk management processes considering both opportunities and threats. The Board will further address issues relating to internal control and the Company's approach to risk management once an acquisition is made.
 
Principle Five
A Well-Functioning Board of Directors
As at the date hereof, the Board comprises Damion Greef (Non-Executive Chairman), John Zorbas (Chief Executive Officer), Segar Karupiah (Chief Financial Officer), and Avi Robinson (Non-Executive Director). Biographical details of the Directors are set out within Principle Six below. Executive and Non-Executive Directors are subject to re-election at intervals of no more than three years. All of the Directors, including the Non-Executive Director, are considered to be part time but are expected to provide as much time to the Company as is required.
 
 
 
 
 
 
 
- 6 -
 
SEED CAPITAL SOLUTIONS PLC
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
The Board meets informally throughout the year and at set times on a more formal basis. The Company has established an Audit Committee and a Remuneration Committee, particulars of which appear hereafter. The Board has agreed that appointments to the Board are made by the Board as a whole and so has not created a Nominations Committee. Avi Robinson is considered to be an Independent Director. The Board notes that the QCA recommends a balance between executive and non-executive Directors and recommends that there be two independent non-executives. While the Board considers that, to date, the Board composition has been appropriate for the Company given the size of the business, the Board will review further appointments as scale and complexity grows.
 
The following Board and Committee meetings were held during the year to 30 June 2025, and the table outlines the Directors' attendance.
 
 
Board meetings
Audit
Remuneration
 
 
 
Committee
Committee
 
Total meetings held in the year
8
2
1
 
 
 
 
 
 
Damion Greef
8/8
N/A
1/1
 
John Zorbas
8/8
N/A
N/A
 
Segar Karupiah
8/8
2/2
N/A
 
Avi Robinson
8/8
2/2
1/1
 
 
Principle Six
Appropriate Skills and Experience of the Directors
The Directors believe that the composition of the Board reflects a broad range of commercial and professional skills and experience, while at the same time ensuring that no individual (or small group of individuals) can dominate the Board's decision making. The Company will appraise the structure of the Board on an ongoing basis and after its first acquisition.
 
Damion Greef, Non-Executive Chairman
Damion Greef is an experienced public company director with over 20 years' experience on the boards of listed technology firms. He began his career in financial PR at Binns & Co and Holborn PR, contributing to Eyeconomy Holdings' 2000 listing and major corporate transactions, including Walmart's acquisition of ASDA. He joined Gaming Corporation in 2003, helping acquire Gambling.com and later co-founding Nasstar Ltd, listed on AIM in 2005. Since 2014, he has led Fedr8 Group Ltd and The FedR8tion Ltd, focusing on AI and esports ventures. Damion has been Chairman of WINIT365 Group PLC, a Mahjong gaming software developer, since 2018.
 
John Zorbas, Chief Executive Officer
John Zorbas has over 15 years of executive experience in global equity markets. He is CEO of AIM-listed URU Metals Ltd, an exploration and development company holding 74.4% of TSX-V-listed ZEB Nickel Corp, where he also serves as a Non-Executive Director. John is also CEO of Captor Capital.
 
Segar Karupiah, Chief Financial Officer
Segar Karupiah has over 35 years of experience in finance, accountancy, and senior public company leadership. After joining the Institute of Chartered Accountants in 1986, he held finance roles at Automotive & Financial Group plc and Caledonia Motor Group plc throughout the 1990s. In the 2000s, Segar transitioned to operational and executive positions at Lookers Southern plc and later became a Director of Mobile Gaming Solutions plc and Danmar Management Ltd, where he continues to serve.
 
 
 
 
 
- 7 -
 
 
SEED CAPITAL SOLUTIONS PLC
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
Avi Robinson, Non-Executive Director
Avi Robinson is an experienced corporate and commercial director and chartered accountant, qualifying with RSM in 2007. He gained transaction and corporate finance expertise at Dowgate Capital and later as a Partner at Cairn Financial Advisers (2010-2016), where he managed AIM-listed clients and led numerous capital markets deals. In 2016, he co-founded a travel retail tech start-up before joining Servy as Regional Managing Director, overseeing EMEA and APAC operations. Avi now advises several venture-backed companies on strategy and growth and serves as a Non-Executive Director of AIM-listed URU Metals Ltd.
 
Principle Seven
Evaluation of Board Performance
Considering the early stage of Company, it is not considered appropriate to evaluate board performance at this time.
 
Principle Eight
Corporate Culture
The Remuneration Committee is responsible for determining policy and practices, that are clear, simple and mitigate risk and are based on the principles of predictability, proportionality and alignment to culture.
 
Principle Nine
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company's activities rests with the Board, the respective responsibilities of the Chairman and Chief Executive Officer arising as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible for the effectiveness of the Board, while management of the Company's business and primary contact with shareholders has been delegated by the Board to the Chief Executive Officer.
 
Audit Committee
The Audit Committee, which comprises Segar Karupiah and Avi Robinson, has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported. It receives reports from the Company's auditors relating to the annual accounts and the accounting and internal control systems in use throughout the Company.
 
Remuneration Committee
The Remuneration Committee, which comprises Damion Greef and Avi Robinson, reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment.
 
Nominations Committee
The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created a Nominations Committee.
 
Non-Executive Directors
The Board has adopted guidelines for the appointment of Non-Executive Directors which have been in place and observed throughout the year. These provide for the orderly and constructive succession and rotation of the Chairman and the Non-Executive Director insofar as both will be appointed for an initial term of three years and may, at the Board's discretion believing it to be in the best interests of the Company, be appointed for subsequent terms.
 
 
 
 
 
 
- 8 -
 
SEED CAPITAL SOLUTIONS PLC
 
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement.
 
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication with shareholders by providing effective communication through its Annual Report along with Regulatory News Service announcements. The Company's website is also used for both financial and general news relevant to shareholders.
 
 
 
On behalf of the Board
 
………………………………..
Mr. J Zorbas
Director
 
Date: 28 October 2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 9 -
 
SEED CAPITAL SOLUTIONS PLC
 
DIRECTORS' RESPONSIBILITIES STATEMENT
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
The Directors are responsible for preparing this annual report and the financial statements in accordance with applicable law and regulations and UK-adopted international accounting standards.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the financial statements in accordance with UK adopted International Financial Reporting Standards (‘'IFRSs''). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
 
In preparing these financial statements, the Directors are required to:
 
•
select suitable accounting policies and then apply them consistently;
•
make judgments and accounting estimates that are reasonable and prudent;
•
state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
•
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
 
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
 
 
 
 
On behalf of the Board
 
…………………………………..
Mr. J Zorbas
Director
 
Date: 28 October 2025
 
 
 
 
 
- 10 -
 
SEED CAPITAL SOLUTIONS PLC
 
DIRECTORS' REMUNERATION REPORT
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
Remuneration Policies (unaudited)
The Directors' remuneration primarily comprises a base fee or salary. Directors also receive reimbursement for expenses incurred whilst performing services for the Company.
 
Service contracts (unaudited)
Certain Directors, through a Company which they hold beneficial interest in, have also entered into service agreements with the Company and continue to be engaged under these agreements until terminated by the Company. In addition, during the year there was a one-off fee charged to the Company by one of the Directors through a company in which they hold a beneficial interest for which there is no service agreement.
 
In the event of termination or loss of office, a Director is entitled only to payment of their basic salary in respect of the notice period. In the event of termination or loss of office in the case of a material breach of contract the Director is not entitled to any further payment.
 
The Board is of the view that share ownership by Directors strengthens the link between their personal interests and those of shareholders.
 
UK Performance graph
The Directors have considered the performance graph showing the performance of the shares of the Company from the date of admission against a related index, in this case, the index used is FTSE World Index UK.
 
 
 
 
 
Implementation Report
Particulars of Directors' Remuneration (audited)
Particulars of Directors' remuneration under the Companies Act 2006 are required to be audited, are given in Note 8 and details are given further below.
 
 
 
 
 
 
 
 
 
 
 
- 11 -
 
SEED CAPITAL SOLUTIONS PLC
 
DIRECTORS' REMUNERATION REPORT (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
Remuneration approved for the Directors during the year ended 30 June 2025 was:
 
 
Salary
 
Share
 
Fees
 
Total
 
 
 
 
based
 
 
 
 
 
 
 
 
payment
 
 
 
 
 
 
£
 
£
 
£
 
£
 
Damion Greef
14,000
 
36,400
 
-
 
50,400
 
Avi Robinson
14,000
 
16,600
 
-
 
30,600
 
John Zorbas
-
 
13,200
 
75,000
 
88,200
 
Segar Karupiah
14,000
 
16,600
 
14,400
 
45,000
 
 
42,000
 
82,800
 
89,400
 
214,200
 
 
The Directors have agreed to suspend payments of salary with effect from 1 February 2025 pending the completion of an acquisition at which point the directors intend, subject to compliance with the Disclosure and Transparency Rules, that the accrued liability will be settled through the issue of shares at the transaction price of the Acquisition. Accordingly, £30,000 of accrued liability and the related expense has been reclassified to share based payment reserve and share based payment charge respectively. A further share based payment charge of £52,800 was charged to the income statement for the warrants granted and vested during the year - refer note 13 for details.
 
Given the Directors are due to receive shares on completion of an acquisition at the transaction price, the number of shares to be issued will change dependent on the agreed transaction price per share.
 
Remuneration approved for the Directors' during the year ended 30 June 2024 was:
 
 
Salary
 
Fees
 
Total
 
 
£
 
£
 
£
 
Damion Greef
24,000
 
-
 
24,000
 
Mike Hirschfield
22,774
 
7,200
 
29,974
 
Avi Robinson
7,334
 
-
 
7,334
 
Segar Karupiah
22,000
 
16,800
 
38,800
 
 
76,108
 
24,000
 
100,108
 
 
Payments to past Directors (audited)
No payments were made to past Directors during the year.
 
Bonus and incentive plans (audited)
There are no bonus or incentive plans currently in place.
 
Percentage change in the remuneration of the Chief Executive (audited)
The Chief Executive charged fees for the year ended 30 June 2025 amounting to £75,000. No percentage change has been computed as no remuneration was received by the Chief Executive during the previous year.
 
Other matters
The Company does not have any pension plans for any of the Directors and does not pay contributions in relation to their remuneration. During the year, the Company has not paid out any excess retirement benefits or compensation for loss of office to any Directors.
 
Approval by members (unaudited)
The remuneration report details will be put forward for approval at the next Annual General Meeting.
 
 
 
 
 
- 12 -
 
SEED CAPITAL SOLUTIONS PLC
 
DIRECTORS' REMUNERATION REPORT (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
Directors' interests in shares
The Company has no minimum Director shareholding requirements.
 
The beneficial interest of the Directors in the Ordinary Share Capital of the Company at 30 June 2025 was:
 
 
Number % age of issued share
 
 
 
capital
 
Damion Greef
10,000,000
5.39%
 
John Zorbas
10,000,000
5.39%
 
 
20,000,000
10.78%
 
 
The total number of ordinary shares in issue at 30 June 2025 was 185,406,000.
 
The number of vested but unexercised warrants held by the Directors at 30 June 2025 was:
 
 
Number
% age of total
 
 
 
warrants
 
John Zorbas
8,000,000
31.60%
 
Damion Greef
5,333,333
21.07%
 
Segar Karupiah
2,000,000
7.90%
 
Avi Robinson
2,000,000
7.90%
 
 
17,333,333
68.47%
 
 
The total number of unexercised warrants in issue at 30 June 2025 was 25,313,532.
 
 
 
On behalf of the Board
……………………………………
Mr. J Zorbas
Director
 
Date: 28 October 2025
 
 
 
 
 
 
 
 
 
 
 
- 13 -
 
SEED CAPITAL SOLUTIONS PLC
 
INDEPENDENT AUDITOR'S REPORT
 
TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC
 
 
Opinion
We have audited the financial statements of Seed Capital Solutions Plc (the ‘Company') for the year ended 30 June 2025 which comprise the Statement of comprehensive income, the Statement of Financial Position, the Statement of changes in equity, the Statement of cash flows and notes to the financial statements, including a summary of significant accounting policies.
 
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Financial Reporting Standards (IFRSs).
 
In our opinion, the financial statements:
•
give a true and fair view of the state of the Company's affairs as at 30 June 2025 and of its loss for the year then ended;
•
have been properly prepared in accordance with UK adopted IFRSs; and
•
have been prepared in accordance with the requirements of the Companies Act 2006.
 
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.
 
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
 
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and the industry in which it operates. Our audit consisted principally of substantive tests of detail as this was deemed the most efficient and effective way of amassing sufficient reliable audit evidence.
 
Material uncertainty related to going concern
We draw attention to Note 1.2 in the financial statements, which indicates that the Company's ability to continue as a going concern is dependent on the outcome of the acquisition, associated regulatory approvals and associated capital market fund raise with a principal risk to the going concern status also being the unavailability of cash and/ or other funding facilities in the period leading up to the fund raise and completion of the acquisition. As stated further in the note, these conditions, and uncertain future events, along with other matters as set forth therein, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
 
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
 
 
 
 
 
- 14 -
 
SEED CAPITAL SOLUTIONS PLC
 
INDEPENDENT AUDITOR'S REPORT
 
TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
 
 
Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:
 
•
Obtaining and reviewing management's going concern assessment for a period to 31 October 2026 which included the cash flow projections;
•
Scrutinising and challenging the assumptions used in the model to assess for reasonableness and if they are in line with our understanding of the affairs of the Company and audit knowledge;
•
Holding relevant discussions with management about the plans for the Company, the underlying risks and uncertainties and also the rationale behind management assessment that the going concern assumption is appropriate on the basis that the Directors have no intention to liquidate the Company, cease trading or curtail materially the scale of operations and with the anticipated acquisition, they have the realistic alternative that does not necessitate them to do so; and
•
Reviewing the appropriateness of the disclosures on going concern in the financial statements.
 
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.
 
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on:
•
the overall audit strategy,
•
the allocation of resources in the audit; and
•
directing the efforts of the engagement team.
 
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
 
In determining the key audit matters we considered the:
•
Areas of higher risks of material misstatement or significant risks identified in accordance with ISA (UK) 315
•
Significant audit judgements on financial statement line items that involved significant management judgement such as accounting estimates, and
•
The impact of significant events and transactions during the period covered by the audit.
 
In addition to the matter described in the material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report together with the rationale for their identification and how we responded to each in our audit and our key observations.
 
Risk magnitude key
 
New risk
Identified in the prior
 
year
 
 
 
 
 
 
- 15 -
 
SEED CAPITAL SOLUTIONS PLC
 
INDEPENDENT AUDITOR'S REPORT
 
TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
 
 
Key audit matter
How we addressed the key audit matter in the audit
 
Presumed risk of management override
We have analysed the journals made in the year and determined the risk criteria for identifying higher risk journals. Subsequently significant, unusual or unexpected journal postings have been investigated and verified.
 
 
We are required to consider and respond to the risks arising from management override of controls.
We have undertaken the following procedures (but not limited to) to address the risk arising from management override of controls:
 
 
The risk of misappropriation of assets
and the risks of misrepresentation of financial information.
●
Reviewed, assessed and documented the systems and controls implemented around posting of journals;
 
 
Management is in a unique position to manipulate accounting records and
prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively. Although the level of risk of management override of controls will vary from entity to entity, the risk is nevertheless present in all entities. Due to the unpredictable way in which such override could occur, it is a risk of material misstatement due to fraud and thus a significant risk on all audits. Our audit methodology incorporates the risk of management override as a default significant risk.
●
Reviewed and tested a sample of journal entries made as part of the year-end financial reporting process and those made in the period. Where considered necessary we made further inquiries regarding any seemingly inappropriate or unusual journal or other adjustments;
 
 
 
●
Identification of high-risk journals and unusual journals, if any, as part of our review of the process and made further enquiries and tested those journals, where relevant;
 
 
 
●
Assessed the appropriateness of accounting for significant transactions that are outside the Company's normal course of business or are otherwise unusual. We have reviewed the key controls and perform walkthrough tests as part of our Business Processes work and determined any weaknesses which could lead to management override; and
 
 
 
●
We have considered and reviewed journals posted around areas requiring judgement or estimates and tested the appropriateness of journals posted and the judgements and estimates made by management.
 
 
Key observations:
Based on the procedures performed and for the samples selected, we have not come across any seemingly unusual or unauthorised journals without a valid business purpose nor any indications of management override.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 16 -
 
 
SEED CAPITAL SOLUTIONS PLC
 
INDEPENDENT AUDITOR'S REPORT
 
TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
 
 
Accounting and valuation of share-based payments (SBP) (Warrants)
We have undertaken the following procedures (but not limited to) to satisfy ourselves as to the accounting and valuation of warrants:
 
 
The risk that the accounting treatment is incorrect, and valuation of warrants is materially misstated because of the use of incorrect inputs, incorrect valuation model, underlying assumptions which may be unreasonable, and estimates and judgments involved in the use of such inputs.
●
We have obtained and reviewed the management paper and working on the accounting treatment and valuation of the share-based payments (warrants) in line with IFRS 2. Management have used the Black Scholes model for the purpose of valuing warrants which is considered to be an appropriate method by the audit team. Moreover, given these are equity settled share-based payments, we concur with management's treatment to account for the grant date fair value of such warrants as the expense charge with a corresponding credit to equity;
 
 
During the year, pursuant to the Board meeting on 21 March 2025, the Company issued 17m warrants which have vested immediately with no conditions attached.
●
We performed a recalculation of the valuation and compared the results to that of management to confirm the accuracy and reasonableness of the valuation and thereby also challenging management used inputs and valuation. One of the key inputs being the volatility percentage, we performed a desk-top review of similar comparable companies i.e ultra-low market cap., potentially shell type etc. and challenged management arrived percentage and challenged for reasonableness;
 
 
In addition, pursuant to the Board meeting dated 12 March 2025, it was resolved that Directors fees starting February 2025 which were initially accrued for at year end amounting to £30,000 will be settled in shares at the transaction price of the acquisition.
●
We obtained the warrant certificates as supporting evidence and corroborated the details therein to the calculations;
 
 
 
●
We also challenged management that the accrual in relation to the suspension of Directors fees is tantamount to a share based payment per guidance under IFRS 2. Given the shares are in lieu of their services which have a value based on an employment contract and that the shares allotted will be to the value of such services regardless of the price at the time of acquisition, in this case the fair value of equity instruments is equal to the fair value of the services and as a result, the expense charge for the year has been recorded as a SBP charge with a corresponding credit to SBP reserve under equity; and
 
 
 
●
We have also reviewed the disclosures in the financial statements to confirm these are appropriate.
 
 
Key observations
Based on the procedures performed, we concur with management's accounting treatment and reasonableness of the valuation of warrants. No material misstatements have been noted.
 
 
 
 
 
 
- 17 -
 
SEED CAPITAL SOLUTIONS PLC
 
INDEPENDENT AUDITOR'S REPORT
 
TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
 
 
The table below shows our judgement of the magnitude and likelihood of key audit matter risk:
 
 
Our application of materiality
The scope and focus of our audit were influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole.
 
Overall materiality - Overall materiality has been based on 2% of total expenditure per draft numbers which is a different basis to that used in the previous year and set at £9,400 (FY24: £9,000 based on 2% of total equity). We consider total expenditure as an appropriate basis of materiality as the Company is yet to commence any replacement activities, is loss making, no revenue earned in the year and the key focus of the users of financial statements is expenses incurred measured as loss before taxation. Total expenditure based on final audited numbers is £531, 817, however, the audit team did not increase the materiality and considered the materiality assessed at the planning stage based on draft numbers to be appropriate.
 
Performance materiality - Performance materiality was set at 70% of overall materiality, being £6,580 (FY24: £6,300). Our performance materiality remains consistent at 70% as used in the previous year as it was considered appropriate to address the likelihood and magnitude of corrected and uncorrected misstatements.
 
Reporting threshold - The reporting threshold to the audit committee was set as 5% of overall materiality, being £470 (FY24: £450). If, in our opinion differences below this level warranted reporting on qualitative grounds, these would also be reported.
 
Differences in materiality levels from the previous audit - During the previous year audit, there was no major activity as the Company continued to look for suitable acquisition opportunities post admission to London Stock Exchange in 2023 and accordingly, our assessment of materiality was principally based on total equity which took into consideration the operating results for the year. In the current year, the Company has incurred substantial expenditure in anticipation of the acquisition leading to erosion of equity and hence total expenditure was considered an appropriate basis for the audit for the year ended 30 June 2025.
 
 
 
 
 
 
 
 
 
 
 
 
- 18 -
SEED CAPITAL SOLUTIONS PLC
 
INDEPENDENT AUDITOR'S REPORT
 
TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
 
 
Overall Materiality
 
 
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
 
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
 
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
 
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
 
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
•
the 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.
 
 
 
 
 
 
- 19 -
SEED CAPITAL SOLUTIONS PLC
 
INDEPENDENT AUDITOR'S REPORT
 
TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
 
 
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
 
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
 
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
 
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.
 
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with Companies Law and Listing Rules. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as tax laws.
 
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and determined that the principal risks were related to management override of controls (including management bias in accounting estimates) and going concern basis of accounting. Audit procedures performed by the engagement team included:
•
Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
•
The evaluation of management's controls designed to prevent and detect irregularities;
•
The identification and review of manual journals, in particular journal entries which shared key risk characteristics; and
•
The review and challenge of assumptions, estimates and judgements made by management in their recognition of accounting estimates.
 
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
 
 
 
 
 
 
 
 
 
 
 
- 20 -
 
SEED CAPITAL SOLUTIONS PLC
 
INDEPENDENT AUDITOR'S REPORT
 
TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
 
 
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
 
Other matters which we are required to address
 
Auditor tenure
With effect from 9 April 2021, we were appointed by the Board of Directors to audit the financial statements for the year ended 31 December 2020 and subsequent financial periods. The period of total uninterrupted engagement of the firm is five years.
 
Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK).
 
Non-audit and other services
No non-audit services or additional services in addition to the audit have been provided and we remained independent of the Company in conducting the audit.
 
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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.
 
 
David Cox (Senior Statutory Auditor)
For and on behalf of HaysMac LLP
Statutory Auditor
10 Queen Street Place
London EC4R 1AG
Date: 28 October 2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 21 -
SEED CAPITAL SOLUTIONS PLC
 
STATEMENT OF COMPREHENSIVE INCOME
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
 
 
 
2025
 
2024
 
Notes
 
£
 
£
Other operating income
4
 
111,420
 
-
Administrative expenses
 
 
(445,416)
 
(262,412)
Share based payment charge
 
 
(86,401)
 
-
 
 
 
 
 
 
Operating loss
5
 
(420,397)
 
(262,412)
 
 
 
 
 
 
Income tax expense
9
 
-
 
-
 
 
 
 
 
 
Loss and total comprehensive income for the year
16
 
(420,397)
 
(262,412)
 
 
 
 
 
 
 
 
 
 
 
 
Loss per share
10
 
 
 
 
Basic
 
 
(0.23)p
 
(0.14)p
Diluted
 
 
(0.23)p
 
(0.14)p
 
 
The income statement has been prepared on the basis that all operations are continuing operations.
 
The notes on pages 26 to 38 form part of these financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 22 -
 
SEED CAPITAL SOLUTIONS PLC
 
STATEMENT OF FINANCIAL POSITION
 
AS AT 30 JUNE 2025
 
 
 
 
 
 
2025
 
2024
 
 
Notes
 
£
 
£
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Trade and other receivables
 
11
 
132,486
 
10,854
Cash and cash equivalents
 
 
 
211,400
 
518,144
 
 
 
 
 
 
 
 
 
 
 
343,886
 
528,998
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
Trade and other payables
 
12
 
217,897
 
69,013
 
 
 
 
 
 
 
Net current assets
 
 
 
125,989
 
459,985
 
 
 
 
 
 
 
Net assets
 
 
 
125,989
 
459,985
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
 
 
 
 
 
Called up share capital
 
13
 
463,515
 
463,515
Share premium account
 
14
 
539,326
 
539,326
Share based payments reserve
 
15
 
108,848
 
22,447
Retained earnings
 
16
 
(985,700)
 
(565,303)
 
 
 
 
 
 
 
Total equity
 
 
 
125,989
 
459,985
 
 
The financial statements were approved by the Board of Directors and authorised for issue on 28 October 2025 and are signed on its behalf by:
 
…………………………………..
Mr. D Greef
Director
 
Company registration number 11115718 (England and Wales)
 
 
 
 
 
 
 
 
 
 
 
 
- 23 -
SEED CAPITAL SOLUTIONS PLC
 
STATEMENT OF CHANGES IN EQUITY
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
 
 
Share capital
 
Share
 
Share based
 
Retained
 
Total
 
 
 
 
premium
 
payments
 
earnings
 
 
 
 
 
 
account
 
reserve
 
 
 
 
 
 
£
 
£
 
£
 
£
 
£
 
 
 
 
 
 
 
 
 
 
 
Balance at 1 July 2023
 
463,515
 
539,326
 
22,447
 
(302,891)
 
722,397
 
 
 
 
 
 
 
 
 
 
 
Year ended 30 June 2024:
 
 
 
 
 
 
 
 
 
 
Loss and total comprehensive income
 
-
 
-
 
-
 
(262,412)
 
(262,412)
 
 
 
 
 
 
 
 
 
 
 
Balance at 30 June 2024
 
463,515
 
539,326
 
22,447
 
(565,303)
 
459,985
 
 
 
 
 
 
 
 
 
 
 
Year ended 30 June 2025:
 
 
 
 
 
 
 
 
 
 
Loss and total comprehensive income
 
-
 
-
 
-
 
(420,397)
 
(420,397)
Share based payments
 
-
 
-
 
86,401
 
-
 
86,401
 
 
 
 
 
 
 
 
 
 
 
Balance at 30 June 2025
 
463,515
 
539,326
 
108,848
 
(985,700)
 
125,989
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 24 -
SEED CAPITAL SOLUTIONS PLC
 
STATEMENT OF CASH FLOWS
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
 
 
 
2025
 
2024
 
Notes
 
£
 
£
 
£
 
£
 
 
 
 
 
 
 
 
 
 
Cash flows from operating activities
 
 
 
 
 
 
 
 
 
Cash absorbed by operations
21
 
 
 
(306,744)
 
 
 
(294,260)
 
 
 
 
 
 
 
 
 
 
Net cash outflow from operating activities
 
 
 
 
(306,744)
 
 
 
(294,260)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financing activities
 
 
 
 
 
 
 
 
 
Proceeds from issue of shares
 
 
-
 
 
 
295,125
 
 
 
 
 
 
 
 
 
 
 
 
Net cash generated from financing
 
 
 
 
 
 
 
 
 
activities
 
 
 
 
-
 
 
 
295,125
 
 
 
 
 
 
 
 
 
 
Net (decrease)/increase in cash and cash
 
 
 
 
 
 
 
 
 
equivalents
 
 
 
 
(306,744)
 
 
 
865
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at beginning of year
 
 
 
 
518,144
 
 
 
517,279
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at end of year
 
 
 
 
211,400
 
 
 
518,144
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 25 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
1
Accounting policies
 
 
Company information
 
Seed Capital Solutions plc (the “Company”) is a public company limited by shares and incorporated in the United Kingdom. The registered office is 80 Cheapside, London, EC2V 6EE. The Company's principal activities and nature of its operations are disclosed in the Directors' report.
 
1.1
Accounting convention
 
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.
 
 
 
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
 
 
 
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year or in the year of revision and future years if the revision affects both current and future years.
 
 
 
The financial statements are prepared in sterling, which is the functional and presentation currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
 
 
 
The financial statements were approved and authorised for issue by the Board on 28 October 2025.
 
 
 
The financial statements have been prepared under the historical cost convention, unless otherwise specified within these accounting policies and in accordance with UK adopted IFRS and the Companies Act 2006.
 
 
 
The principal accounting policies adopted are set out below.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 26 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
1
Accounting policies
 
 
1.2
Going concern
 
The Directors have assessed the Company's financial position and future prospects in light of its audited results for the year ended 30 June 2025 and the strategic developments announced on 28 May 2025 regarding the proposed Acquisition of 4DM.
 
 
 
As at 30 June 2025, the Company reported a loss before taxation of £420,397 (2024: Loss £262,412) and held a cash balance of £211,400 (2024: £518,144). The reduction in cash reflects ongoing operational costs and preparatory expenses associated with the proposed Acquisition.
 
 
 
The Directors have prepared cash flow forecasts that reflect the Company's current financial position and anticipated costs associated with the Acquisition process. These forecasts indicate that the Company has sufficient resources to meet its obligations through to 31 October 2026. However, the forecasts are sensitive to the timing and outcome of the Acquisition, associated regulatory approvals and associated capital market fund raise.
 
 
 
The principal risk to the Company's going concern status is the unavailability of cash and/or other funding facilities in the period leading up to the fund raise and completion of the transaction and also the uncertainty surrounding the completion of the Acquisition and the associated capital market fundraise required to support the enlarged group's operations. The Directors are confident that there are mitigating factors in place, including access to debt funding should it be required, to continue in operations up to the point of fundraise. Should the Acquisition not proceed or market conditions not support a successful fundraise, the Company may be required to seek alternative sources of financing or reassess its strategic direction.
 
 
 
Accordingly, while the Directors remain confident in the Company's ability to execute its strategic plans, they acknowledge that a material uncertainty exists which may cast significant doubt on the Company's ability to continue as a going concern. The financial statements have therefore been prepared on a going concern basis, with appropriate disclosures made in the notes to the accounts.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 27 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
1
Accounting policies
 
 
1.3
Cash and cash equivalents
 
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.
 
 
Trade and other receivables
 
Trade and other receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating cycle of business if longer), they are classified as current assets. If not, they are presented as non-current assets.
 
 
 
Trade and other receivables are measured at amortised cost. A loss provision is recognised based on the lifetime expected loss of trade and other receivables, being the expected shortfalls in contractual cash flows, taking into account the potential for default at any point during the life of the receivable.
 
 
Trade and other payables
 
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of business if longer). If not, they are presented as non-current liabilities.
 
 
 
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
 
1.4
Financial assets
 
The Company's financial assets comprise cash and cash equivalents and trade and other receivables. All financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:
 
 
•
held at amortised cost;
 
•
fair value through profit or loss (FVTPL);
 
•
fair value through other comprehensive income (FVOCI).
 
 
In the periods presented the Company does not have any financial assets categorised as FVOCI.
 
 
 
The classification is determined by both:
 
•
the entity's business model for managing the financial asset;
 
•
the contractual cash flow characteristics of the financial asset.
 
 
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.
 
 
 
 
 
 
 
 
 
 
- 28 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
1
Accounting policies
 
 
Financial assets at fair value through profit or loss
 
Financial assets that are held within a different business model other than ‘hold to collect' or ‘hold to collect and sell' are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements would apply.
 
 
 
Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists. In the periods presented the Company does not have any financial assets categorised as FVTPL.
 
 
Financial assets held at amortised cost
 
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
 
•
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows;
 
•
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.
 
 
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.
 
 
Impairment of financial assets
 
The Company considers trade and other receivables individually in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.
 
1.5
Financial liabilities
 
The Company's financial liabilities comprise trade and other payables. Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest rate method, less settlement payments.
 
 
 
Gains or losses from derecognition of financial liabilities are recognised in the statement of profit or loss.
 
 
 
When the terms of a financial liability are modified the Company needs to consider whether that modification is substantial. If the modification is considered substantial the original financial liability is derecognised and a new financial liability is recognised at fair value.
 
 
 
 
 
 
 
 
 
- 29 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
1
Accounting policies
 
 
1.6
Equity instruments
 
Share capital is determined using the nominal value of shares that have been issued. Share premium is calculated by deducting the nominal value of shares issued and related issue costs from the value of shares issued.
 
 
 
The share-based payments reserve reflects the share-based payments charge on warrants granted by the Company.
 
 
 
The profit and loss account records the retained earnings for all current and prior periods as disclosed in the statement of comprehensive income.
 
1.7
Taxation
 
The tax expense represents the sum of the tax currently payable and deferred tax.
 
 
Current tax
 
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
 
 
Deferred tax
 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
 
 
 
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
 
 
 
No deferred tax asset has been recognised in respect of the accumulated tax losses at the end of the year as the directors consider that the Company was at a stage of development which is too early to determine the future profitability of the project.
 
 
 
 
 
 
 
 
 
- 30 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
1
Accounting policies
 
 
1.8
Employee benefits
 
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
 
 
 
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
 
 
 
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. Where these have fully vested, the fair value determined at the grant date is charged to the income statement in full with a corresponding adjustment made to equity as share based payment reserve.
 
1.9
Operating income and charges
 
All income and expenses are accounted for on an accrual basis.
 
2
Adoption of new and revised standards and changes in accounting policies
 
 
Standards, interpretation and amendments effective in the current financial year have not had a material impact on the financial statements.
 
 
 
Standards, interpretation and amendments issued but not yet effective are not expected to have a material impact on the financial statements.
 
3
Critical accounting estimates and judgements
 
 
In the application of the Company's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
 
 
 
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 
 
 
The estimates and assumptions which had a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
 
 
 
Critical judgements
 
Share based payments
 
Estimates and assumptions were used during the current year in the preparation of the share-based payments calculation using the Black Scholes method.
 
 
 
In calculating this fair value, the parameters used were a stock asset price of £0.0075, an option strike price of £0.01, a five-year contractual maturity period, a risk free interest rate of 4.34% (based on five year Gilt yields) and a volatility of 55% based on management's assessment of the risk profile.
 
 
 
 
 
 
- 31 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
4
Other operating income
 
 
 
Other operating income of £111,420 relates to support fees received to cover the legal and consultancy fees incurred as part of the Acquisition.
 
5
Operating loss
 
 
 
2025
 
2024
 
Operating loss for the year is stated after charging:
£
 
£
 
 
 
 
 
 
Exchange losses
897
 
-
 
6
Auditor's remuneration
 
 
 
2025
 
2024
 
Fees payable to the Company's auditor and associates:
£
 
£
 
 
 
 
 
 
For audit services
 
 
 
 
Audit of the financial statements of the Company
40,500
 
33,000
 
7
Employees
 
 
 
The average monthly number of persons (Directors) employed by the Company during the year was:
 
 
2025
 
2024
 
Number
 
Number
 
 
 
 
 
4
 
4
 
 
Their aggregate remuneration comprised:
 
 
 
2025
 
2024
 
 
£
 
£
 
 
 
 
 
 
Wages and salaries
131,400
 
100,108
 
Share based payment
82,800
 
-
 
Social security costs
8,869
 
6,201
 
 
223,069
 
106,309
 
 
 
 
 
 
 
 
 
 
 
- 32 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
7
Employees
 
 
 
The Company had no employees during the year other than Directors (2024: Nil)
 
 
8
Directors' emoluments
 
 
 
Directors' remuneration for the year ended 30 June 2025 is as follows:
 
 
 
Salary
 
Share
 
Fees
 
Total
 
 
 
 
 
based
 
 
 
 
 
 
 
 
 
payment
 
 
 
 
 
 
 
£
 
£
 
£
 
£
 
 
Damion Greef
14,000
 
36,400
 
-
 
50,400
 
 
Avi Robinson
14,000
 
16,600
 
-
 
30,600
 
 
John Zorbas
-
 
13,200
 
75,000
 
88,200
 
 
Segar Karupiah
14,000
 
16,600
 
14,400
 
45,000
 
 
 
42,000
 
82,800
 
89,400
 
214,200
 
 
 
The Directors have agreed to suspend payments of salary with effect from 1 February 2025 pending the completion of an acquisition at which point the directors intend, subject to compliance with the Disclosure and Transparency Rules, that the accrued liability will be settled through the issue of shares at the transaction price of the Acquisition. Accordingly, £30,000 of accrued liability and the related expense has been reclassified to share based payment reserve and share based payment charge respectively. A further share based payment charge of £52,800 was charged to the income statement for the warrants granted and vested during the year - refer note 13 for details.
 
 
 
Directors' remuneration for the year ended 30 June 2024 is as follows:
 
 
 
Salary
 
Fees
 
Total
 
 
 
£
 
£
 
£
 
 
Damion Greef
24,000
 
-
 
24,000
 
 
Mike Hirschfield
22,774
 
7,200
 
29,974
 
 
Avi Robinson
7,334
 
-
 
7,334
 
 
Segar Karupiah
22,000
 
16,800
 
38,800
 
 
 
76,108
 
24,000
 
100,108
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 33 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
9
Income tax expense
 
 
No provision for taxation has been made as the Company did not generate any assessable profits during the year. No deferred tax asset has been recognised in respect of the losses and temporary differences due to the unpredictability of future revenue streams. Such losses may be carried forward indefinitely.
 
 
 
The unrecognised deferred tax asset on unutilised losses amounts to £186,998 (2024: £103,499).
 
 
 
The charge for the year can be reconciled to the loss per the statement of comprehensive income as follows:
 
 
 
2025
 
2024
 
 
£
 
£
 
 
 
 
 
 
Loss before taxation
(420,397)
 
(262,412)
 
 
 
 
 
 
 
 
 
 
 
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(105,099)
 
(65,603)
 
Unutilised tax losses carried forward
83,499
 
65,603
 
Share based payment charge
21,600
 
-
 
Taxation charge for the year
-
 
-
 
10
Loss per share
 
 
 
2025
 
2024
 
 
Number
 
Number
 
Number of shares
 
 
 
 
Weighted average number of ordinary shares for basic loss per share
185,406,000
 
185,406,000
 
 
 
 
 
 
 
2025
 
2024
 
Loss
£
 
£
 
Continuing operations
 
 
 
 
Loss for the year from continued operations
(420,397)
 
(262,412)
 
 
 
 
 
 
 
2025
 
2024
 
 
Pence per
 
Pence per
 
 
share
 
share
 
Basic and diluted loss per share
 
 
 
 
From continuing operations
(0.23)
 
(0.14)
 
 
There are 25,313,532 warrants outstanding at 30 June 2025 (30 June 2024: 8,313,532). Their effect is antidilutive, but are potentially dilutive against future profits.
 
 
 
 
 
 
- 34 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
11
Trade and other receivables
 
 
 
2025
 
2024
 
 
£
 
£
 
 
 
 
 
 
Other receivables
61,421
 
-
 
Prepayments
71,065
 
10,854
 
 
132,486
 
10,854
 
 
Trade and other receivables are all current and there are no provisions for impairment against any of the balances. Trade and other receivables are classified as financial assets measured at amortised cost.
 
 
 
Other receivables relate to support fees to cover the legal and consultancy fees incurred as part of the Acquisition.
 
12
Trade and other payables
 
 
 
2025
 
2024
 
 
£
 
£
 
 
 
 
 
 
Trade payables
90,397
 
14,784
 
Accruals
123,144
 
52,428
 
Social security and other taxation
4,356
 
1,801
 
 
217,897
 
69,013
 
 
Trade and other payables are all current against any of the balances. Trade and other payables are classified as financial liabilities measured at amortised cost.
 
 
13
Share capital
 
 
 
2025
 
2024
 
2025
 
2024
 
Ordinary share capital
Number
 
Number
 
£
 
£
 
Issued and fully paid
 
 
 
 
 
 
 
 
Ordinary shares of 0.25p each
185,406,000
 
185,406,000
 
463,515
 
463,515
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 35 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
13
Share capital
 
 
 
At 30 June 2025, the Company had the following warrants in issue:
 
 
 
30 June 2025
 
30 June 2024
 
 
 
Weighted
Number
Weighted
Number
 
 
average
 
average
 
 
 
exercise price
 
exercise price
 
 
 
(p)
 
(p)
 
 
Outstanding at the beginning of the year
1.125
8,313,532
1.125
8,313,532
 
Granted during the year
1.000
17,000,000
-
-
 
Exercised during the year
-
-
-
-
 
Outstanding at the end of the year
1.041
25,313,532
1.125
8,313,532
 
Exercisable at the end of the year
1.041
25,313,532
1.125
8,313,532
 
 
The warrants exercisable at the end of the year have a weighted average exercise price of 1.041 pence per share, have vested immediately upon grant and have a five year contractual life from the date of vesting.
 
 
 
During the year, a share-based payments charge of £56,401 was calculated on the basis of a Black Scholes valuation of £0.0033 per share. In calculating this grant date 24 March 2025 fair value, the parameters used were a stock asset price of £0.0075, an option strike price of £0.01, a five year maturity period, a risk free interest rate of 4.34% (based on five year Gilt yields) and a volatility of 55% based on management's assessment of the risk profile. No dividend payments were factored in the model. As the warrants all vested immediately, the full charge was recognised in the year.
 
 
 
There are no preferences and restrictions on these shares, including restrictions on the distributions of dividends and repayment of capital. In addition to the above charge, £30,000 relating to the suspension of salary to Directors which will be settled through the issue of shares at the transaction price has been recorded as a share based payment charge bringing the total charge for the year to be £86,401.
 
14
Share premium account
 
 
 
2025
 
2024
 
 
£
 
£
 
 
 
 
 
 
At the beginning and end of the year
539,326
 
539,326
 
15
Share based payments reserve
 
 
 
2025
 
2024
 
 
£
 
£
 
 
 
 
 
 
At the beginning of the year
22,447
 
22,447
 
Additions
86,401
 
-
 
At the end of the year
108,848
 
22,447
 
 
 
 
 
 
- 36 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
15
Share based payments reserve
 
 
The share based payments reserve reflects the share based payments charge on warrants granted by the Company, including to its directors as detailed in note 8.
 
16
Retained earnings
 
 
 
2025
 
2024
 
 
£
 
£
 
 
 
 
 
 
At the beginning of the year
(565,303)
 
(302,891)
 
Loss for the year
(420,397)
 
(262,412)
 
At the end of the year
(985,700)
 
(565,303)
 
17
Capital Management
 
 
 
For the purpose of the Company's capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximise the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
 
18
Events after the reporting date
 
 
Pursuant to an agreement dated 7 October 2025, the Company has agreed to issue 4,500,000 warrants at an exercise price of 1 penny per share to 8 International Limited conditional on the completion of the Acquisition and Admission of the enlarged group to trading on the London Stock Exchange for the provision of services in relation to the Acquisition. Should these conditions be met, the warrants will vest on the date of Admission and will be exercisable for a period of 5 years from that date.
 
 
 
The Board notes that the Company's net assets as at 30 June 2025 are less than half of its called-up share capital. Accordingly, as required by section 656 of the Companies Act 2006, the Directors shall table this matter at the Company's annual general meeting, which will be held on 26 November 2025.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
- 37 -
SEED CAPITAL SOLUTIONS PLC
 
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 
FOR THE YEAR ENDED 30 JUNE 2025
 
 
19
Related party transactions
 
 
John Zorbas charged for his services via a wholly owned company. These accounts include an amount of £75,000 in respect of services provided during the year.
 
 
 
Segar Karupiah charged for his services via Danmar Management Limited, a wholly owned company. These accounts include an amount of £12,000 plus VAT in respect of services provided during the year.
 
 
 
Mike Hirschfield charged for his services via Kitwell Administration Limited, a wholly owned company. These accounts include an amount of £6,000 plus VAT in respect of services provided during the year. During the year, Mike was issued with 1,000,000 warrants, making the total number of warrants held by him to be 2,333,333.
 
20
Controlling party
 
 
 
The Directors consider that there is no registrable person or registrable relevant legal entity in respect of the Company.
 
 
21
Cash absorbed by operations
 
 
 
2025
 
2024
 
 
£
 
£
 
 
 
 
 
 
Loss for the year before income tax
(420,397)
 
(262,412)
 
 
 
 
 
 
Adjustments for:
 
 
 
 
Share based payments charge
86,401
 
-
 
 
 
 
 
 
Movements in working capital:
 
 
 
 
Increase in trade and other receivables
(121,632)
 
(318)
 
Increase/(decrease) in trade and other payables
148,884
 
(31,530)
 
Cash absorbed by operations
(306,744)
 
(294,260)
 
22
Analysis of changes in net funds
 
 
 
1 July 2024
 
Cash flows
 
30 June 2025
 
 
£
 
£
 
£
 
 
 
 
 
 
 
 
Cash at bank and in hand
518,144
 
(306,744)
 
211,400
 
 
 
 
 
 
 
 
 
1 July 2023
 
Cash flows
 
30 June 2024
 
Prior year:
£
 
£
 
£
 
 
 
 
 
 
 
 
Cash at bank and in hand
517,279
 
865
 
518,144
 
 
 
 
 
 
 
- 38 -
 
 
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