Annual Financial Report

Nov 29 2023 15:32 GMTSource: RNS

RNS Number : 1090V

Seed Capital Solutions PLC

29 November 2023

29 November 2023 SEED CAPITAL SOLUTIONS PLC

("Seed Capital", "SCSP" or the "Company")

Annual Financial Report

Seed Capital Solutions plc (LON: SCSP), a Company formed for the purpose of acquiring a business or businesses operating in market sectors that can display strong ESG credentials, is pleased to announce its audited annual financial results for the financial year ended 30 June 2023.

The Company was incorporated on 18 December 2017. As at the date of preparation of these accounts, the Company does not have any current operations / principal activities, no products are sold or services performed by the Company, the Company does not operate or compete in any specific market, and the Company has no subsidiaries. The Company has been formed for the purpose of acquiring a business or businesses operating in market sectors that display strong environmental, social and governance ("ESG") credentials, thereby benefitting from the current trend of superior performance aligned with increased investor appetite. The Company is not geographically focused on any one or specific country or region, but rather opportunity focused hence any potential acquisition opportunities will not be limited by jurisdiction or geography.

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 in £ (GBP):

As restated

30 June 2023 30 June 2022

Cash Balances 517,279 43,462

Loss Before Taxation (174,781) (123,070)

The Board continued to review a number of potential acquisition opportunities across the sector but none of which met the necessary criteria for selection as at the end of the year.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Seed Capital Solutions plc		Tel: +44 (0)1535 647 479
Chairman Damion Greef Brand Communications		Tel: +44 (0) 7976 431608
Public & Investor Relations
Alan Green

ABOUT SEED CAPITAL SOLUTIONS PLC

Seed Capital Solutions Plc (LON: SCSP) has been formed for the purpose of acquiring a business or businesses operating in market sectors that can display strong ESG credentials, thereby benefitting from the current trend of superior performance and increased investor appetite.

Seed Capital Solutions plc

Company reference number: 11115718

Financial statements

for the year ended

30 June 2023

Contents Page

Company information 2

Chairman's statement 3

CEO Statement and Strategic report 4-6

Directors' report 7-8

Statement of directors' responsibilities 9

Independent auditor's report 10-14

Statement of Comprehensive Income 15

Statement of Financial Position 16

Statement of changes in equity 17

Statement of cash-flows 18

Notes to the accounts 19 - 29

John Zorbas

Director

Seed Capital Solutions plc

Directors' Report for the Year Ended 30 June 2023

The directors present the report and accounts of Seed Capital Solutions plc ("the Company") for the year ended 30 June 2023.

Directors' of the company

The directors, who held office during the period, were as follows:

Mike Hirschfield

Damion Greef

Derek Ward (resigned 2 May 2023)

John Zorbas (appointed 2 May 2023)

Segar Karupiah (appointed 5 June 2023)

Principal activities and review of the business

The Company has been incorporated to act as a special purpose acquisition vehicle. The Company listed on the London Stock Exchange on 11 April 2023 and is now seeking an appropriate acquisition. It does not have any current business activities.

Results and dividends

The loss for the year after taxation amounted to £174,781 (18-month period ended 30 June 2022 (as restated): £123,070). The directors do not recommend the payment of a dividend (2022: £nil).

Political contributions

The company did not make any political contributions in the year ended on 30 June 2023 (18-month period ended 30 June 2022: £Nil).

Prior year adjustment

Refer Note 11 to the financial statements for details of prior year adjustment.

Comparative Information

The statement of comprehensive income figures for the current year are those for the 12-month period to 30 June 2023 and the comparative period represents the 18-month period to 30 June 2022, as such the results are not directly comparable.

Post balance sheet events

Refer Note 14 to the financial statements for events after the reporting date.

Streamlined Energy and Carbon Reporting (SECR)

The Company is a low energy user and as such is exempt from reporting under these regulations.

Going concern

On 23 March 2023 the Company allotted conditionally on Admission (which occurred on 11 April 2023) 129,406,000 new ordinary shares of £0.0025 each at £0.0075 per share to raise £970,545 gross of expenses. The Company has prepared cash projections for the period to 30 June 2025 which indicate that the Company will have sufficient funds for the foreseeable future. The Company has minimal ongoing overheads so the key variable factor will be the costs to be incurred on undertaking commercial, legal and financial due diligence on potential acquisition targets. The members of the Board have considerable experience in these matters and will undertake an internal review of targets to screen out unsuitable targets before engaging suitable advisors and incurring due diligence costs. The financial projections include an estimate of potential due diligence costs incurred during the review period. On the basis of their assessment set out above, the Directors believe it is appropriate to prepare the financial statements on a going concern basis.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Auditor

The auditor, Haysmacintyre LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

The Directors confirm that:

· so far as each Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

· the directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

This report was approved by the Board and signed on its behalf on 24 November 2023.

By order of the Board. 80 Cheapside, London, EC2V 6EE

John Zorbas

Director

Seed Capital Solutions plc

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the financial statements in accordance with 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.

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 2023 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 ('IFRS').

In our opinion, the financial statements:

• give a true and fair view of the state of the Company's affairs as at 30 June 2023 and of its loss for the year then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; 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 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.

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.

Key Audit Matter

How our scope addressed this matter

Management override of controls

The risk of misappropriation of assets and the risks of misrepresentation of financial information.

· We have considered and reviewed all areas requiring judgement or estimates in order to assess the appropriateness of the judgements and estimates made by management;

· In addition to audit procedures, we made inquiries of management to understand their risk assessment procedures and if they consider any other areas which may be susceptible to risk of material misstatement due to fraud. No other risks of material misstatement due to fraud were noted; and

· We have reviewed journal entries made as part of the year-end financial reporting process and those made in the year.

Other receivables

The other receivables of £295,125 relates to share subscription money for shares issued upon IPO. The risk is that these receivables are irrecoverable leading to overstatement of assets and understatement of loss for the year.

We performed the below procedures so as to satisfy ourselves of the recoverability of other receivables:

· Challenged management about the recoverability of the said amount and obtained a confirmation directly from the Company's brokers confirming they are holding £220,125 of the funds and these were received by the Company post year end on 7 November 2023;

· Reviewed the Company's correspondence with their lawyers pertaining to the balance £75,000 which is overdue and challenged management on the recoverability by checking on the efforts made by management to recover the overdue amount from the investor and correspondence with brokers.

Going concern basis of accounting

The risk of inappropriate use of the going concern assumption based on the primary risk that suitable investment opportunities may not be available and that the costs incurred in conducting due diligence may not be recoverable.

The directors have set out their assessment in relation to going concern in note 2 to the financial statements.

We have performed a detailed review and assessment of the cash flow position/forecasts of the Company. We scrutinised and discussed the assumptions made with management.

Our work included, but was not restricted to:

· Obtaining and reviewing the cash flow forecasts provide by management for the period to 30 June 2025;

· Checking the mathematical accuracy of the cash flow forecasts;

· Reviewing the cash flow forecasts in light of our understanding of the business to identify and challenge the key assumptions therein, to assess the level of cash headroom, to stress test and reverse stress test the forecasts and therefore the headroom on maintaining a positive cash balance and plausible downside scenarios; and

· Review of the disclosures within the financial statements to assess whether they accurately reflect managements' assessment of going concern including any uncertainties.

Share options (warrant) valuation

The Company has issued warrants during the year. Due to the inherent uncertainty involved in calculating the fair value of the share options at the grant date, this is considered a key audit matter.

Refer to note 9 in the financial statements for the disclosures relating to share options.

Our procedures involved:

· Reviewing management's warrant valuation calculations to ensure mathematical accuracy;

· Challenging the assumptions and inputs in determining the fair value of the warrants on grant; and

· Reviewing management assessment and critically evaluating whether these are in line with the applicable accounting standard IFRS 2.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken based on the financial statements. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take into account the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

We consider total shareholders' equity to be the financial metric of most interest to shareholders and other users of the financial statements. Accordingly, we used total shareholders' equity as the basis of setting planning materiality.

Materiality for the financial statements as a whole was set at £14,000, determined by reference to 2% of total equity, which we considered was within a suitable range for calculating materiality using total equity as the benchmark.

Performance materiality is the application of materiality at the individual account or balance level set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole. Performance materiality for the Company was subsequently reassessed and set at £7,000.

We agreed with those charged with governance that we would report all individual audit differences identified during the course of our audit in excess of £700. We also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative grounds.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the director's assessment of the entity's ability to continue to adopt the going concern basis of accounting included consideration of the inherent risks to the Company's business model and reviewed the directors' assessment of how those risks affect the Company's financial resources or ability to continue operations over the going concern period. We considered the likely cash inflows and cash outflows over the going concern period and assessed the risk that the Company would be unable to meet its liabilities as they fall due. We scrutinised the reasonableness of assumptions applied to the cash flow forecasts and sensitized such forecasts against various scenarios. We reviewed management going concern paper and also considered post balance sheet date performance and other wider factors in concluding our assessment.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period to 30 June 2025.

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.

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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 9, 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:

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 regulatory requirements for the company and trade regulations, and 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 the Companies Act 2006, income tax and payroll tax.

We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. 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;

§ Evaluating management's controls designed to prevent and detect irregularities;

§ Identifying and testing accounting journal entries, in particular those journal entries which exhibited the characteristics we had identified as possible indicators of irregularities; and

§ Challenging assumptions and judgements made by management in their critical 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.

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.

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.

Ian Cliffe (Senior Statutory Auditor) 10 Queen Street Place

For and on behalf of Haysmacintyre LLP, Statutory Auditors London

EC4R 1AG

24 November 2023

Statement of Comprehensive Income

For the year ended 30 June 2023

As restated

Year 18 months

ended ended

30 June 2023 30 June 2022

Note £ £

Administrative expenses (152,334) (123,070)

Share based payments charge 9 (22,447) -

_______ _______

Operating loss 3 (174,781) (123,070)

_______ _______

Loss on ordinary activities

before taxation (174,781) (123,070)

Taxation 5 - -

_______ _______

Loss on ordinary activities

after taxation 10 (174,781) (123,070)

_______ _______

Other comprehensive income/(loss) - -

_______ _______

Total comprehensive loss for the year/period (174,781) (123,070)

_______ _______

Basic and diluted loss per share (pence) 6 (0.23)p (0.32)p

All amounts relate to continuing operations.

The notes on pages 19 to 29 form part of these financial statements.

Statement of Financial Position

As at 30 June 2023

As restated

30 June 2023 30 June 2022

Note £ £

Current assets

Trade and other receivables 7 305,661 -

Cash at bank and in hand 517,279 43,462

_______ _______

822,940 43,462

Payables: amounts falling due

within one year 8 (100,543) (61,572)

_______ _______

Net current assets / (liabilities) 722,397 (18,110)

_______ _______

Total assets less current liabilities 722,397 (18,110)

_______ _______

Net assets / (liabilities) 722,397 (18,110)

_______ _______

Capital and reserves

Called up share capital 9 463,515 110,000

Share premium 539,326 -

Share based payments reserve 9 22,447 -

Profit and loss account 10 (302,891) (128,110)

_______ _______

Shareholders' funds / (deficit) 722,397 (18,110)

_______ _______

Approved and authorised for issue by the Board of Directors on 24 November 2023

………………………………..

Damion Greef

Director

Statement of changes in equity

For the year ended 30 June 2023

	Share capital	Share premium	Share based payments	Profit and Loss account	Total equity
	£	£	£	£	£

At 1 January 2021	1	-	-	(5,040)	(5,039)
Issue of share capital	109,999	-	-	-	109,999
Loss for the period	-	-	-	(104,079)	(104,079)
At 30 June 2022 (as previously reported)	110,000	-	-	(109,119)	881
Prior year adjustment	-	-	-	(18,991)	(18,991)
At 30 June 2022 (as restated)	110,000	-	-	(128,110)	(18,110)

Issue of share capital	353,515	647,031	-	-	1,000,546
Costs of share issue	-	(107,705)	-	-	(107,705)
Share based payments	-	-	22,447	-	22,447
Loss for the year	-	-		(174,781)	(174,781)
At 30 June 2023	463,515	539,326	22,447	(302,891)	722,397

Statement of cash-flows

For the year ended 30 June 2023


			As restated
		Year ended 30 June 2022	18 months ended 30 June 2022
		£	£
Cash flows from operating activities:	Note
Net loss for the reporting period	10	(174,781)	(123,070)
Adjustments for:
Share based payments charge	9	22,447	-
Change in prepayments	7	(10,536)	-
Change in accruals	8	35,338	20,491
Cash flow from operating activities before changes in working capital		(127,532)	(102,579)

Changes in working capital:
Increase in trade and other receivables	7	(295,125)	-
(Decrease) / increase in trade and other payables	8	3,633	35,921

Net cash used in operating activities		(419,024)	(66,658)

Issue of shares for cash	9	1,000,545	109,999
Share issue costs on IPO	9	(107,704)	-

Net cash from financing activities		892,841	109,999


Increase in cash and cash equivalents		473,817	43,341
Cash and cash equivalents at the beginning of the year		43,462	121
Total cash and cash equivalents		517,279	43,462

1. Authorisation of financial statements and statements of compliance with IFRS

Seed Capital Solutions plc (the "Company") is a public Company limited by shares and incorporated in the United Kingdom.

These financial statements were prepared in accordance with International Financial Reporting Standards and in accordance with applicable accounting standards.

The Company's financial statements are presented in Sterling and all values are rounded to the nearest pound except when otherwise indicated.

The financial statements were approved and authorised for issue by the Board on 24 November 2023

The principal accounting policies adopted are set out below.

2. Significant accounting policies

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations adopted by the UK ("adopted IFRS's") and on the historical cost basis. Historical cost is generally based on the fair value of consideration given in exchange for assets.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with International Financial Reporting Standards 'IFRS' and the Companies Act 2006.

The figures for the current year are those for the 12-month period to 30 June 2023 and the comparative period represents the 18-month period to 30 June 2022, as such the results are not directly comparable. The Accounting Reference Date was changed to 30 June last year so that the most up-to-date figures possible are available to shareholders for inclusion in the Prospectus prepared for the Admission of the Company's shares to trading on the London Stock Exchange which occurred on 11 April 2023. There were no trading activities in either period and so the Board believes that this does not cause any unnecessary distortion to readers of the accounts.

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.

New standards, amendments and interpretations in issue but not yet effective and not applied in these financial statements

Periods starting on or after 1 January 2023

· Classification of Liabilities as Current or Non-current (Amendment to IAS 1) - clarifies that the classification of liabilities as current or non-current should be based on rights that exist at the end of the reporting period.

· Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) - Changes requirements from disclosing "significant" to "material" accounting policies and provides explanations and guidance on how to identify material accounting policies.

· Definition of Accounting Estimates (Amendments to IAS 8) - Clarifies how to distinguish changes in accounting policies from changes in accounting estimates.

Going concern

The Company has prepared cash projections for the period to 30 June 2025 which indicate that the Company will have sufficient funds for the foreseeable future. The Company has minimal ongoing overheads so the key variable factor will be the costs to be incurred on undertaking commercial, legal and financial due diligence on potential acquisition targets. The members of the Board have considerable experience in these matters and will undertake an internal review of targets to screen out unsuitable targets before engaging suitable advisors and incurring due diligence costs. The financial projections include an estimate of potential due diligence costs incurred during the review period. On the basis of their assessment set out above, the Directors believe it is appropriate to prepare the financial statements on a going concern basis.

Operating income and charges

All expenses are accounted for on an accrual's basis.

Taxation

The current tax charge or credit represents the expected tax payable or recoverable on the taxable result for the year. Taxable profit differs from profit or loss as reported in the consolidated statement of profits or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates and tax laws that are enacted or substantively enacted by the end of the reporting year.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax base used in the calculation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying value of deferred tax assets is reviewed at the end of each reporting year 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.

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.

Financial assets

The Company's financial assets comprise cash 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.

Subsequent measurement of financial assets

Financial assets 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.

Financial assets at fair value through profit or loss (FVTPL)

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.

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.

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.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly 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.

Equity

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 as set out in note 9.

The profit and loss account records the retained earnings for all current and prior periods as disclosed in the statement of comprehensive income.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may be different from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.

The key significant judgement exercised in the preparation of these financial statements relates to the estimates of assumptions used in the preparation of the share-based payments calculation using the Black Scholes method as described in note 9.

In calculating this fair value, the parameters used were a stock asset price of £0.0075, an option strike price of £0.01125, a five-year contractual maturity period, a risk free interest rate of 3.79% (based on five year Gilt yields) and a volatility of 50% based on management assessment of the risk profile.

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.

3. Operating loss

Arrived at after charging:

	Year ended	18 month period
	30 June 2023 £	ended 30 June 2022 £
Auditor's remuneration - audit services	43,200	6,500
Auditors' remuneration - non audit services (reporting accountant)	9,600	30,000

Operating loss across both periods arose predominantly from legal and professional fees relating to preparation for listing on the London Stock Exchange. The Company undertook no trading activities during either period.

4. Directors' emoluments

Directors' remuneration for the year ended 30 June 2023 is as follows:

	Salary £	Bonus £	Fees £	Share based payments £	Total £
Damion Greef	6,000	8,000	-	3,600	17,600
Mike Hirschfield	6,000	8,000	4,800	3,600	22,400
Derek Ward	8,000	8,000	-	3,600	19,600
Segar Karupiah	-	-	2,400	-	2,400
	20,000	24,000	7,200	10,800	62,000

At year end, there were no amounts owing to the Directors.

For the period ended 30 June 2022, no directors' fees were charged, or no other emoluments were paid.

The company had no employees other than the directors during the period (2022: nil).

5. Taxation

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 current tax charge for the year can be reconciled to the loss per statement of comprehensive income as follows:

Year 18 months

ended ended

30 June 2023 30 June 2022

£ £

Analysis of charge in the year

Current tax:

UK corporation tax on result for the year - -

Adjustments in respect of previous years - -

_______ _______

Total tax charge - -

====== ======

The tax assessed for the year is different to the standard rate of corporation tax in the UK of 19% (2022: 19%). The differences are explained below.

Year 18 months

ended ended

30 June 2023 30 June 2022

£ £

Factors affecting tax charge for the year

Loss on ordinary activities before taxation (174,781) (123,070)

_______ _______

Loss on ordinary activities multiplied by standard

rate of corporation tax in the UK of 19% (2022: 19%) (33,208) (23,383)

Share based payments 4,265 -

Trading losses on which no deferred tax is recognised 28,943 23,383

_______ _______

Total tax charge - -

====== ======

The standard UK rate of Corporation tax increased to 25% with effect from 1 April 2023 on taxable profits exceeding £250,000, with the 19% rate continuing to apply to companies with profits of £50,000 or less. Marginal relief will operate for profits between £50,000 and £250,000. The aggregate unrecognised deferred tax asset of £53,284 reflects the expectation that the 19% Corporation Tax rate will apply to the Company for the foreseeable future.

6. Loss per share

The calculation of basic loss per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of ordinary shares in issue during the period.

Year 18 months

ended ended

30 June 2023 30 June 2022

£ £

Loss attributable to owners of the Company after tax (174,781) (123,070)

_______ _______

Weighted average number of shares in issue 75,704,615 38,561,488 _______ _______

Basic loss per share (pence) (0.23)p (0.32)p

_______ _______

There are 8,313,532 warrants outstanding at 30 June 2023 (30 June 2022: nil) as set out in note 9. Their effect is anti-dilutive, but is potentially dilutive against future profits.

7. Trade and other receivables

30 June 2023 30 June 2022

£ £

Other receivables 295,125 -

Prepayments 10,536 -

_______ _______

Total trade and other receivables 305,661 -

====== ======

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. Included in the other receivables is £75,000 from the issue of new shares.

8. Trade and other payables As restated

30 June 2023 30 June 2022

£ £

Trade payables 27,678 36,081

Taxation and social security 12,036 -

Accruals 60,829 25,491

_______ _______

Total trade and other payables 100,543 61,572

====== ======

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.

9. Share capital

30 June 2023 30 June 2022

£ £

Allotted, called up and issued of £0.0025 each

175,406,000 Ordinary shares issued and fully paid 438,515 -

10,000,000 Ordinary shares issued and not fully paid 25,000

44,000,000 Ordinary Shares of £0.0025 each - 110,000

====== ======

On 18 December 2017, the Company was incorporated with 100 shares of £0.01 each.

On 26 January 2021, the 100 issued Ordinary Shares of £0.01 each were sub-divided into 400 new Ordinary Shares of £0.0025 each.

On 29 January 2021 new subscribers applied for 15,999,600 new Ordinary Shares of £0.0025 each at par raising £39,999. On 10 March 2021, a further 24,000,000 new Ordinary Shares of £0.0025 each were issued at par to raise a further £60,000. On 10 August 2021 4,000,000 new Ordinary Shares of £0.0025 each were issued at par to raise £10,000.

On 23 March 2023 12,000,000 new Ordinary Shares of £0.0025 each were issued at par to raise £30,000 and on Admission to trading on the London Stock Exchange on 11 April 2023 129,406,000 new Ordinary Shares of £0.0025 each were issued at £0.0075 per share to raise £970,545. The Company incurred broker commission and legal costs amounting to £107,704 regarding the issue of these shares and this amount has been charged against share premium during the year.

Included in the new ordinary shares issued upon admission are 10,000,000 shares of £0.0025 each issued at £0.0075 to AMI Assets SA for £75,000 and accounted for as other receivables at the year end. The Directors are comfortable that the balance will be recoverable.

At 30 June 2023, the Company had the following warrants in issue:

	30 June 2023		30 June 2022
	Weighted average exercise price (p)	Number	Weighted average exercise price (p)	Number
Outstanding at the beginning of the year	-	-	-	-
Granted during the year	0.0027	8,313,532	-	-
Exercised during the year	-	-	-	-
Outstanding at the end of the year	0.0027	8,313,532	-	-
Exercisable at the end of the year	0.0027	8,313,532	-	-

All of these warrants have an exercise price of 1.125 pence per share, vested immediately and have a five-year contractual life.

A share-based payments charge of £22,447 was calculated on the basis of a Black Scholes valuation of £0.0027 per share. In calculating this grant date 11 April 2023 fair value the parameters used were a stock asset price of £0.0075, an option strike price of £0.01125, a five year maturity period, a risk free interest rate of 3.79% (based on five year Gilt yields) and a volatility of 50% based on management assessment of the risk profile. No dividend payments were factored in the model. As the warrants all vested immediately, the full charge has been recognised in the year.

Nature and purpose of reserves

Share based payments

The share based payments reserve reflects the share based payments charge on warrants granted by the Company as described earlier in this note.

10. Reserves

As restated

Profit

and loss

account

At 1 January 2021 (5,040)

Retained loss for the period (as restated) (123,070)

_______

At 30 June 2022 (as restated) (128,110)

Retained loss for the year (174,781)

_______

At 30 June 2023 (302,891)

======

11. Prior Year Adjustment

Receipt of late invoice

The Company received an invoice for services provided during the period ended 30 June 2022 in respect of the IPO in April 2023 amounting to £18,991 which had not been accrued in the accounts for that period. Given the materiality of the amount in the context of the results for that accounting period, the amount has been included as a prior year adjustment and the financial statements for that accounting period have been restated. The impact of the restatement may be shown in the tables below:

Statement of comprehensive income

18-month period ended 30 June 2022

As originally Adjustment As restated

Stated

£ £ £

Administrative expenses (104,079) (18,991) (123,070)

________ ________ ________

Operating loss (104,079) (18,991) (123,070)

________ ________ ________

Loss on ordinary activities

before taxation (104,079) (18,991) (123,070)

Taxation - - -

________ ________ ________

Loss on ordinary activities

after taxation (104,079) (18,991) (123,070)

________ ________ ________

Statement of Financial positions at 30 June 2022

As originally Adjustment As restated

Stated

£ £ £

Current assets

Cash at bank and in hand 43,462 - 43,462

________ ________ ________

Creditors: amounts falling due

within one year (42,581) (18,991) (61,572)

________ ________ ________

Net current assets / (liabilities) 881 (18,991) (18,110)

________ ________ ________

Total assets less current liabilities 881 (18,991) (18,110)

________ ________ ________

Net assets / (liabilities) 881 (18,991) (18,110)

________ ________ ________

Capital and reserves

Called up share capital 110,000 - 110,000

Profit and loss account (109,119) (18,991) (128,110)

________ ________ ________

Shareholders' funds (deficit) 881 (18,991) (18,110)

________ ________ ________

Statement of cash flows

18-month period ended 30 June 2022

As originally Adjustment As restated

Stated

£ £ £

Cash flows from operating activities

Net loss for the reporting period (104,079) (18,991) (123,070)

Adjustments for:

Change in accruals 1,500 18,991 20,491

________ ________ ________

Cash flow from operating activities

before changes in working capital (102,579) - (102,579)

________ ________ ________

Changes in working capital:

Increase in trade and other payables 35,921 - 35,921

________ ________ ________

Net cash used in operating activities (66,658) - (66,658)

________ ________ ________

Issue of shares for cash 109,999 - 109,999

________ ________ ________

Net cash from financing 109,999 - 109,999

________ ________ ________

Increase in cash and cash equivalents 43,341 - 43,341

Cash and cash equivalents at the

beginning of the year 121 - 121

_______ ________ ________

Total cash and cash equivalents 43,462 - 43,462

________ ________ ________

12. Ultimate beneficial owner

The directors consider that there is no registrable person or registrable relevant legal entity in respect of the Company.

13. Related party transactions

Kitwell Administration Limited ("Kitwell"), a company wholly owned by Mr Hirschfield, has provided Company Secretarial and accounting services to the Company since incorporation. Mr Hirschfield agreed that Kitwell would not make any charges for its services prior to listing. These accounts include an accrual of £2,500 plus VAT in respect of accountancy services and £1,500 plus VAT for Company Secretarial services for the year ended 30 June 2023.

Prior to being appointed a director on 5 June 2023, Segar Karupiah charged for his services via Danmar Management Limited, a wholly owned service company. These accounts include an accrual of £2,000 plus VAT in respect of services provided in May and June 2023.

14. Post balance sheet events

On 7 November 2023, the Company received £220,125 of the other receivables reducing the balance outstanding to £75,000.

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END

FR FEUFIUEDSEFF

		As restated
	30 June 2023 £	30 June 2022 £
Cash balances	517,279	43,462
Loss before taxation	(174,781)	(123,070)

Annual Financial Report

Seed Capital Solutions plc

Company reference number: 11115718

Financial statements

Contents Page

Company Information

John Zorbas

Principal activities and review of the business

Results and dividends

Auditor

John Zorbas

Statement of Financial Position

Current assets

Payables: amounts falling due

Total assets less current liabilities 722,397 (18,110)

Capital and reserves

Damion Greef

Statement of changes in equity

Profit