SEALAND CAPITAL GALAXY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1
SEALAND CAPITAL GALAXY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
CONTENTS
Pages
Chairwoman’s Statement
3 - 4
Directors’ Report
5 – 13
Statement of Directors’ Responsibilities
14
Independent Auditor’s Report
15 – 19
Consolidated Statement of Comprehensive Income
20
Consolidated Statement of Financial Position
21
Consolidated Statement of Changes in Equity
22
Consolidated Statement of Cash Flows
23
Notes to the Consolidated Financial Statements
24 - 53
2
SEALAND CAPITAL GALAXY LIMITED
CORPORATE INFORMATION
Board of Directors
Executive Director:
Ms Elena Suet Sum Law (Chairwoman)
Mr Siqi Cao (CEO)
Non-executive Director:
Mr Geoffrey John Griggs
Mr Chong Sun Terng
Company Secretary
Collas Crill Corporate Services Limited
Willow House, PO Box 709, Cricket Square,
Grand Cayman, KY1
-1107, Cayman Islands
Registered Office
Willow House, PO Box 709, Cricket Square,
Grand Cayman, KY1
-1107, Cayman Islands
Independent Auditor
PKF Littlejohn LLP (Statutory Auditor)
30 Churchill Place, London E14 5RE, United
Kingdom
Principal Banker
China Construction Bank (Asia) Corporation
Limited
Legal Advisers for English law
Hill Dickinson LLP
The Broadgate Tower, 20 Primrose Street, London
EC2A 2EW
, United Kingdom
Financial Advisors
Bowsprit Partners Limited
(
Up to 20 February 2026)
Birchin Court, 20 Birchin Lane,
Bank, London, EC3V 9DU, United Kingdom
SPARK Advisory Partners Limited
(Appointed on 17 February 2026)
5 St
. John's Lane, London, EC1M 4BH, United
Kingdom
Legal Advisers for Cayman Islands law
Appleby
(Appointed on 16 March 2026)
Suites 3504B
-0635/F, Two Taikoo Place, 979
King's Road
, Quarry Bay, Hong Kong
3
CHAIRWOMAN'S
STATEMENT
Dear Shareholders,
2025 was a year of significant operational progress and strategic upgrade for Sealand Capital Galaxy
Limited ("Sealand", the "Company" or the "Group"), as we strengthened the foundations of the
business, improved operational financial performance and began shifting the Group’s focus towards
higher-growth technology and AI-enabled opportunities across the Asia-Pacific region.
PERFORMANCE FOR THE YEAR
The Group reported a loss of £1,543,773 (2024: Loss of £350,224) for the year. This increase in loss
is driven by the £1,111,314 non-cash fair value loss on embedded conversion derivatives of the
convertible loan notes, a technical accounting adjustment required under IFRS 9 that has no impact
on the Group's cash position, liquidity or underlying business operations.
Excluding this non-cash item, the Group delivered a substantial improvement in operating
performance, underpinned by transformative revenue growth. Revenue surged from £121,802 to
£1,545,160 in the highly competitive e-Commerce and emerging technology sector. We have
strengthened our core e-Commerce platform and strategically deployed capital to invest in next-
generation technologies that positions us for accelerated growth in revenue and profitability in the
coming years.
These circumstances have posed significant challenges for the Group, requiring us to re-evaluate and
to adapt to the changing economic landscape. Despite these obstacles, the Group remains steadfast in
overcoming these hurdles and seizing potential avenues for sustainable growth.
Going forward, the Group will enhance sales by leveraging our new AI capabilities to deliver greater
personalised engagement with customers, curate tailored product offerings, and provide brands and
partners with deeper customer insights and comprehensive reporting. This will improve customer
engagement, revenue per interaction and customer retention, and will strengthen our position with
partners, ultimately driving higher revenue and improving profitability. Furthermore, with enhanced
access to capital, the Group can pursue targeted investments and complementary acquisitions to
expand our technological capabilities.
RECENT KEY DEVELOPMENTS
In January 2026, the Board announced a strategic upgrade of the Group, focused on higher-growth
technology and AI-enabled opportunities intended to enhance long-term shareholder value. The
updated strategy includes the development of AI and SaaS-enabled digital management solutions,
alongside broader technology and digital infrastructure opportunities, supported by a dual-hub
approach across the Asia-Pacific region, with Shenzhen serving Mainland China and Hong Kong
supporting wider regional expansion.
In the first quarter of 2026, the Group completed a series of financing transactions, including the full
drawdown and conversion of outstanding convertible loan notes facility, the exercise of warrants and
a share subscription by an executive director, raising approximately £9 million in new equity. These
transactions have materially strengthened the Group’s balance sheet and provided additional financial
resources to support the execution of the Group’s strategic objectives.
In April 2026, Dr Thomas Sawyer stepped down as Chief Executive Officer and Mr Siqi (Daniel) Cao,
Executive Director and the Company’s largest shareholder, was appointed Chief Executive Officer
with immediate effect. The Board thanks Dr Sawyer for his contribution to the Group and for his role
4
in upgrading the business and establishing a platform for future growth. The Board
believes Mr Cao’s entrepreneurial and commercial experience, alongside his recent investment in the
Company, demonstrates strong alignment with the Group’s long-term strategic direction and
shareholder interests.
FUTURE PROSPECTS AND OUTLOOK
While the broader global economic environment remains uncertain, shaped by ongoing geopolitical
tensions and international trade pressures, the Group remains focused on strengthening operational
performance, enhancing commercial scalability and executing its updated strategic directions.
The Group believes there remains a significant opportunity to expand its presence across the Asia-
Pacific region through a disciplined technology-enabled commercial strategy focused on e-Commerce,
AI-driven digital solutions, advisory services and selective strategic investments.
Looking ahead, the Group will continue to strengthen and optimise its core commercial operations
while increasing the application of AI and digital technologies across the business to improve
customer engagement, operational efficiency and partner services. The Group also intends to continue
developing strategic partnerships and cross-market opportunities between China, Hong Kong and
international markets, leveraging its growing regional network and market knowledge.
The Board remains focused on disciplined capital allocation, operational execution and the selective
pursuit of opportunities aligned with the Group’s long-term strategic objectives. Through this
approach, the Group aims to build a more scalable and diversified business capable of delivering
sustainable long-term value for shareholders and stakeholders alike.
ACKNOWLEDGEMENTS
On behalf of the Board, I would like to thank our shareholders, business partners, suppliers and
advisers for their continued support throughout the year. I would also like to express my sincere
appreciation to our employees and management team for their commitment, resilience and
contribution to the ongoing development of the Group.
Elena Suet Sum Law
Chairwoman
14 June 2026
5
DIRECTORS' REPORT
The directors present their report, together with the audited group financial statements of Sealand
Capital Galaxy Limited and its subsidiaries for the year ended 31 December 2025 (the "Year").
The Company
Sealand Capital Galaxy Limited was incorporated in the Cayman Islands on 22 May 2015 as an
exempted company with limited liability under the Companies Law. The Company's registered office
is Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands.
Principal activities
The Group operates as an investment, development and operating platform focused on technology, e-
commerce and IT businesses. The Company identifies, acquires and supports scalable digital assets
and companies, with a primary focus on expansion into the Asia-Pacific region.
Its core activities include deploying capital into high-growth opportunities and providing strategic and
operational support to portfolio companies, particularly in relation to market entry, commercial
execution and regional scaling. The Company also undertakes selective advisory mandates for
international businesses entering the China and UK markets.
Following the strategic upgrade announced in January 2026, the Group increasingly focuses on
artificial intelligence and software-as-a-service (SaaS) opportunities, supporting the development and
commercialisation of digital solutions that enhance customer engagement, operational efficiency and
data-driven decision-making. In parallel, the Group is exploring adjacent areas including computing
infrastructure and energy solutions to support scalable digital platforms.
Operations are centered on a dual-hub model, with Shenzhen serving Mainland China and Hong Kong
supporting expansion across Southeast Asia and the wider Asia-Pacific region. This structure enables
the Group to connect international technology opportunities with local market access.
The Group pursues a proactive investment strategy, including selective mergers and acquisitions, to
build a portfolio aligned with its focus on technology, AI and digital transformation, with the objective
of delivering long-term shareholder value.
Results and dividends
The results for the Year Ended 31 December 2025 (“the Year”) are set out in the consolidated financial
statements on pages 20 to 23. The directors do not recommend a payment of dividend for the Year
(2024: Nil).
Business review and management report
Overview
During the Year, the Group recorded a loss of £1,543,773 (2024: loss of £350,224). This increase in
loss is attributable to the £1,111,314 non-cash fair value loss on embedded conversion derivatives of
convertible loan notes, a technical accounting requirement under IFRS 9 that has no impact on the
Group's cash position, liquidity or underlying business operations. Excluding this non-cash adjustment,
the Group's underlying financial performance improved significantly compared with the prior year,
demonstrating the strong scalability of our business model.
Operations
Revenue for the Year increased from £121,802 to £1,545,160. The increase is mainly due to the
continued expansion of the Group’s commercial activities across the Asia-Pacific region, growth
within its technology-enabled operations and the stable contribution from its core e-Commerce
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activities.
Going concern
As at 31 December 2025, the Group held cash and cash equivalents of £112,534, with net current
liabilities of £2,116,689 and net liabilities of £2,082,766. It is important to note that this change in
balance sheet position is mainly driven by the £1,189,996 non-cash derivative liabilities arisen from
the embedded conversion derivatives of the convertible loan notes recognised under IFRS 9.
This is a purely technical accounting entry that does not represent any actual future cash outflow, does
not affect the Group's liquidity, and does not impair its ability to fund ongoing operations or meet its
contractual obligations. The Group maintains sufficient cash reserves to support its business plan for
the foreseeable future.
The directors have assessed the cash-flow projections covering the forthcoming 12 months from the
date of approval of these group financial statements. The Group has sufficient capital to implement
its business plans and to meet its financial commitments.
More importantly, the Group successfully completed a series of financing transactions in the first
quarter of 2026, raising approximately £9 million in aggregate gross proceeds through share
subscriptions, conversion of outstanding convertible loan notes and exercise of warrants. This
substantial capital injection has significantly strengthened the Group's financial position and has
provided ample liquidity to execute its strategic growth initiatives. In addition, the core management
team remains committed to providing ongoing financial support to the Group as and when required.
In summary, having reviewed the Group’s cash-flow projections and available financial resources
for the period of at least 12 months from the date of approval of these group financial statements, the
directors are satisfied that the Group has adequate financial resources to continue operating and
executing its strategic objectives. Accordingly, the group financial statements have been prepared on
a going concern basis.
Principal Risks and Uncertainties
The Group is exposed to a number of risks and uncertainties in the ordinary course of its business,
which may have a material adverse effect on its business, financial condition, results of operations
and future prospects. This section sets out the principal risks facing the Group and does not purport to
list all potential risks that may affect the Group.
1. Strategic and Business Development Risks
1.1 Strategic Upgrade Execution Risk
In January 2026, the Group announced a strategic upgrade focusing on high-growth technology, AI-
enabled commercial opportunities, computing infrastructure and energy technology across the Asia-
Pacific region. The execution of this new strategy involves business model adjustments, resource
reallocation and new market expansion. Any failure or delay in implementing the strategic plan could
materially adversely affect the Group’s operating performance and long-term development.
1.2 New Business Expansion Risk
The Group is actively expanding into new business areas, including AI and SaaS solutions, computing
infrastructure, energy technology, and advisory services. These new businesses face intense market
competition, uncertain customer acceptance and rapid technological iteration. If the Group fails to
develop competitive products or effectively expand its customer base, the related investment may not
achieve expected returns.
7
1.3 Investment Risk
The Group conducts selective strategic investments, mainly in early-stage technology and internet
enterprises. Investment values may fluctuate significantly due to market changes, poor operation of
investees or failure of technical routes.
2. Operational Risks
2.1 Customer Concentration Risk
For the year ended 31 December 2025, two customers contributed more than 10% of the Group’s total
revenue. The termination of cooperation, reduction of orders or delay in payment from any major
customers could have a material adverse impact on the Group’s operating results.
2.2 Key Talent Risk
The Group’s success depends on the stability of its core management team and technical professionals,
especially talents in AI and technology. The Group may face difficulties in attracting, motivating and
retaining key personnel, which would impair its technological innovation and business development
capabilities.
2.3 Supply Chain Risk
The Group’s e-Commerce business relies on third-party suppliers for goods and logistics services.
Production disruptions, quality problems, delivery delays or price increases of suppliers may lead to
unfulfilled orders, higher costs and lower customer satisfaction.
3. Financial Risks
The Group’s principal financial risks include credit risk, liquidity risk, market risk (including foreign
exchange risk, interest rate risk and price risk). Detailed disclosures of these financial risks are set out
in Note 5 to the financial statements.
3.1 Foreign Exchange Risk
The Group operates mainly in Hong Kong and Mainland China, with transactions settled in HKD and
CNY, while the consolidated financial statements are presented in GBP. Significant fluctuations in
exchange rates may generate exchange losses and adversely affect the Group’s financial position and
performance. The Group currently does not use financial instruments to hedge foreign exchange risk.
3.2 Liquidity Risk
Although the Group completed approximately £9 million of financing transactions in the first quarter
of 2026 to strengthen its balance sheet, the Group’s operating cash flows remain at a development
stage given its strategic upgrade. The Group may still face liquidity pressure if operating cash flows
fall below expectations or if material unforeseen financial obligations arise.
4. Regulatory and Compliance Risks
4.1 Listing Compliance Risk
As a listed company on the London Stock Exchange, the Group is subject to the FCA Disclosure and
Transparency Rules, Listing Rules and other relevant laws and regulations. The Company’s shares
were temporarily suspended from trading on 1 May 2026 due to a delay in publishing the annual report.
Any failure to comply with information disclosure or other listing requirements may lead to regulatory
sanctions, reputational damage or further trading suspension.
8
4.2 Cross-Border Regulatory Risk
The Group operates in multiple jurisdictions, including the UK, Cayman Islands, Hong Kong and
Mainland China, each with different and constantly changing laws and regulations. Failure to comply
with local regulatory requirements may result in fines, business suspension or other legal liabilities.
5. Geopolitical and Macroeconomic Risks
5.1 Geopolitical Risk
Global geopolitical tensions, trade frictions and international sanctions may adversely affect the
Group’s cross-border operations, supply chain stability and market expansion in the Asia-Pacific
region.
5.2 Macroeconomic Risk
Global and regional economic slowdown, high inflation, rising interest rates and other macroeconomic
factors may reduce customer demand, increase the risk of accounts receivable recovery, and
negatively affect the Group’s revenue and profitability.
6. Other Risks
6.1 Technological Obsolescence Risk
The technology industry features rapid technological iteration. Failure to keep up with technological
trends or launch competitive products and services may erode the Group’s market position and
competitiveness.
6.2 Reputational Risk
The Group’s reputation is critical to its business development. Any negative events such as service
complaints, data incidents or non-compliance may damage the Group’s reputation, undermine
customer trust and investor confidence.
Our strategy
As the Company strives for long-term growth, we remain committed to pursuing a strategic approach
that encompasses various facets of our business. In line with this vision, the Board formally announced
a comprehensive strategic upgrade in January 2026 to focus the Group's resources on high-growth
technology and AI-led opportunities to enhance long-term shareholder value.
The Group’s strategy is now centered on strengthening and scaling its existing commercial operations
while increasing the application of AI, digital tools and technology-enabled services to improve
customer engagement, operational efficiency and partner solutions across the Asia-Pacific region.
Notably, the Group has built a diversified business system covering e-Commerce, Technology, AI,
Computing-power Infrastructure, Energy Technology, Advisory Services, and Strategic Investments.
We have invested in transformative technologies that add vital capability and increased effectiveness
across the Group's activities, and the ability to create meaningful opportunities in the coming years.
Through our development of these and their application into our existing business portfolio, as well
as identifying complementary opportunities that add further value to our offerings.
The Group intends to continue developing these complementary technologies, partnerships and
commercial relationships that support its long-term growth objectives, supported by its dual-hub
operating approach across the Asia-Pacific region, with Shenzhen serving Mainland China and Hong
9
Kong supporting broader regional expansion.
Our approach to identifying and pursuing opportunities is rooted in thorough analysis, meticulous
evaluation, prudent decision-making and utilising the potential of access to technologies that deliver
a commercial advantage both with customers and partners. The Group also prioritizes partnerships
that complement the existing capabilities and align with our strategic objectives and offers them
unique connections and a deep understanding of the market and their strengths. Through these
collaborative ventures, we seek to enhance our market position, expand our customer base, and
diversify our offerings.
The Group continues to evaluate selective strategic partnerships, advisory opportunities and
investments that complement its existing capabilities and support long-term value creation.
Outlook
The Group will continue to closely monitor market conditions and adopt a prudent approach in
managing its existing businesses and investment portfolio, with the aim of enhancing overall asset
quality and supporting sustainable development.
Building on its diversified business model spanning e-Commerce, technology-enabled services, AI-
driven digital solutions, advisory services and selective strategic investments, the Group will focus on
strengthening its core capabilities in selected high-growth sectors.
The Group intends to continue expanding its presence across the Asia-Pacific region while
maintaining disciplined cost control, capital allocation and operational execution.
The Group will continue to evaluate potential investment and partnership opportunities in a cautious
manner, taking into account prevailing market conditions and associated risks. Emphasis will be
placed on projects and initiatives that are aligned with the Group’s strategic objectives and are
expected to deliver long-term value.
Looking ahead, the Group will seek to balance growth and risk management, and remains committed
to improving operational efficiency and financial performance, with a view to delivering sustainable
returns to shareholders over the longer term.
Events after the reporting period
On 27 January 2026, the Board announced a strategic upgrade and business expansion plan focused
on higher-growth technology and AI-enabled commercial opportunities intended to enhance long-
term shareholder value.
The updated strategy is centered on expanding the Group’s capabilities across e-Commerce,
technology-enabled services, AI-driven digital solutions, advisory services and selective strategic
investments, supported by a dual-hub operating approach across the Asia-Pacific region, with
Shenzhen serving Mainland China and Hong Kong supporting broader regional expansion.
The strategy reflects the Group’s intention to strengthen and scale its existing commercial operations
through technology, strategic partnerships and complementary transactions capable of supporting
future growth and operational scalability across the APAC region.
In the first quarter of 2026, the Group completed a series of equity financing transactions. On 11
March 2026, the Company entered into a subscription agreement with Mr. Siqi Cao, an Executive
Director, pursuant to which he subscribed for 444,371,233 new ordinary shares at a price of £0.001
10
per share, with admission to trading becoming effective on 16 March 2026. On 30 March 2026, the
Group completed the drawdown of the remaining convertible loan notes (CLNs) and converted the
total principal amount of £5,925,000, together with all accrued interest and facility fees, and the
concurrent exercise of Conversion A Warrants. In aggregate, these transactions raised approximately
£9 million in gross proceeds for the Company, materially strengthening the Group’s balance sheet and
providing additional financial resources to support the execution of its strategic objectives.
On 2 April 2026, Dr. Thomas Sawyer stepped down from his role as Chief Executive Officer of the
Company, and Mr. Siqi Cao, currently an Executive Director and the Company's largest shareholder,
was appointed as the new Chief Executive Officer with immediate effect. Dr. Sawyer will continue to
support the Company to ensure an orderly handover. The Board would like to thank Dr. Sawyer
for his leadership in realigning the Company's business model and establishing a platform for future
growth.
Directors
The following directors served during the year ended 31 December 2025:
Ms. Elena Suet Sum Law (Executive Chairwoman)
Mr. Siqi Cao (Executive Director)
Mr. Geoffrey John Griggs (Non-executive Director)
Substantial shareholding
The table below sets out interests of 3 per cent or more in the Company's issued ordinary share
capital of £0.0001 each as at 31 December 2025 and as at the date of approval of this report, all of
which have been notified to the Company as at the date of approval of this report:
Name of Shareholder
31 December 2025
Date of Approval of this Report
Shares
%
Shares
%
Chua Tien San
62,000,000
6.13%
62,000,000
<3%
Cheuk Lun Ng
57,628,767
5.70%
57,628,767
<3%
Siqi Cao
-
-
3,190,345,063
48.73%
Dong Meng
-
-
1,091,724,950
16.67%
Sze Pang Cheng
-
-
367,782,383
5.62%
Dexin Sun
-
-
234,043,335
3.57%
Notes:
a)
Subsequent to 31 December 2025, the Company completed the drawdown and conversion
of its remaining Convertible Loan Notes ("CLNs") and a portion of the associated conversion
warrants. The increase in issued share capital resulted solely from the issue of 5,535,873,593
new ordinary shares, increasing the total number of ordinary shares in issue from
1,011,534,756 to 6,547,408,349 as at the date of approval of this report.
b)
The above interests include both direct and indirect interests, and interests deemed to be
held pursuant to the Disclosure Guidance and Transparency Rules.
c)
The percentages as at 31 December 2025 are calculated based on 1,011,534,756 ordinary
shares in issue at that date.
d)
The percentages as at the date of approval of this report are calculated based on
6,547,408,349 ordinary shares in issue at that date.
11
e)
Save as disclosed above, the Company is not aware of any other person holding, or deemed
to hold, an interest of 3 per cent or more in its issued share capital as at the date of approval of
this report.
Directors' interests
As at 31 December 2025, Mr. Geoffrey Griggs held 0.07% of the issued ordinary share capital of the
Company through his company, Old Broad Street Limited.
As at the date of approval of this report, Mr. Geoffrey Griggs continues to hold the same number of
ordinary shares, representing 0.01% of the Company's issued ordinary share capital following the
year-end share capital increase.
Mr. Siqi Cao had no interest in the Company's issued ordinary share capital as at 31 December 2025.
As at the date of approval of this report, Mr. Siqi Cao holds 48.73% of the Company's issued ordinary
share capital.
Directors' emoluments are detailed in Note 10 to the financial statements.
Share capital and voting rights
Details of the share capital and movements in share capital during the year are disclosed in Note 20
to the financial statements.
Ratio of men to women
At 31 December 2025, there was one woman (who holds the position of Chair) (2024: one) employed
across the Group representing 25% (2024: 33%) of our Group-wide employee base.
The Directors are satisfied that it has the appropriate balance of skills, experience and expertise
necessary, and will give due regard to diversity in the event of further changes to both its own
membership and/or the membership of the senior management team.
Climate - Related Financial Disclosure
The Group recognises the increasing importance of understanding and managing climate-related risks
and opportunities as part of its broader corporate governance and risk management framework.
The Company aims to continue developing its internal processes, governance structures and
operational practices to support the identification, assessment and management of climate-related
considerations relevant to its business activities.
The Group seeks to align its climate-related financial disclosures with internationally recognised
reporting standards, including the recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD), where appropriate and proportionate to the size and nature of the business.
Core Elements
Description
Governance
Structures and processes in place to oversee climate-related
issues, including the role of the board, management, and relevant
committees.
Governance
Strategy
Structures and processes in place to oversee climate-related
issues, including the role of the board, management, and relevant
committees.
Insights into the company's actual and potential impacts of
climate- related risks and opportunities on its business, strategy,
and financial planning
12
Strategy
Risk
Management
Insights into the company's actual and potential impacts of
climate- related risks and opportunities on its business, strategy,
and financial planning
Processes used to identify, assess, and manage climate-related
risks integrated into overall risk management. Adaptations to
strategies in response to climate considerations.
Risk Management
Metrics and Targets
Processes used to identify, assess, and manage climate-related
risks integrated into overall risk management. Adaptations to
strategies in response to climate considerations.
Disclosure of metrics and targets used to assess and manage
relevant climate-related risks and opportunities, providing
quantitative information on performance and progress.
Progress against TCFD Recommendations
Below is a summary of the Company’s progress aligned with the four pillars of the TCFD
recommendations.
Governance
The Board of Directors exercises oversight over climate-related risks and opportunities, integrating
climate considerations into the Company’s broader governance framework as part of its core risk
supervision responsibilities.
Strategy
The impacts of climate-related risks and opportunities are factored into the Company’s business
operations, strategic decision-making and financial planning. Recognising that air transportation
generates higher carbon emissions than sea freight, the Company has been gradually transitioning its
logistics mode from air to sea freight since 2023 as a core strategic climate mitigation measure.
Risk Management
Climate-related risk identification and management is seamlessly embedded into the Company’s
day-to-day operations. The Company adopts a decentralised approach, under which all team
members are accountable for assessing climate-related risks within their respective areas of
responsibility. Regular cross-functional discussions are held to collectively evaluate climate risks,
leveraging internal expertise to ensure a comprehensive understanding of potential impacts across
the supply chain, production and market dynamics, and to build shared awareness of climate-related
challenges.
Metrics and Targets
The Company applies defined metrics to assess climate-related risks and opportunities, consistent
with its overall strategy and risk management processes. Its carbon capture initiative sets out
emissions mitigation objectives and contributes to broader climate action, underscoring the
Company’s commitment to embedding sustainable practices across its diverse business portfolio.
Greenhouse gas emissions
The Group recognizes the importance of assessing its operational carbon footprint to effectively
manage and reduce its environmental impact.
However, due to the limited scale and nature of its activities during the reviewed period, the
Company's operations involve only a small number of employees and directors, and it operates from
rented offices and warehouse.
13
During 2025, the Group’s operational energy consumption in Hong Kong remained below 40,000
KWh. The Group will continue to review its environmental reporting practices as the business
evolves and scales.
Governance
As a company with its shares traded on the transition category of the London Stock Exchange, the
Group is not required to comply with the provisions of the UK Corporate Governance Code. However,
the Board recognises the importance of maintaining appropriate governance standards proportionate
to the size and stage of development of the business.
To date, corporate governance procedures have been selected with due regard to the provisions of the
UK Corporate Governance Code, in particular:
•
given the size of the Board, certain provisions of the Corporate Governance Code (in
particular the provisions relating to the composition of the Board and the division of
responsibilities between the Chair and chief executive and executive compensation),
are not being complied with by the Company as the Board considers
•
these provisions to be inapplicable to the Company;
•
given the size of the Board, the board has established an audit committee but has not
yet established a remuneration committee and a nomination committee. The Audit
Committee is responsible for core audit-related duties including oversight of the
integrity of the Group
’
s financial reporting, the effectiveness of the risk management
and internal control systems, and the appointment and remuneration of the external
auditor. All remaining matters relating to remuneration, nomination and overall
corporate governance remain the direct responsibility of the full Board, including
Board composition, executive remuneration arrangements and director nomination
processes;
•
the Board has complied with the provision of the Corporate Governance Code that all
directors should be submitted for re-election at annual intervals. All directors will
retire by rotation and stand for re-election at the annual general meeting; and
•
the Board has complied with the provision of the Corporate Governance Code that at
least half of the Board, excluding the Chair, should comprise non-executive directors
determined by the Board to be independent.
Auditors
The auditors, PKF Littlejohn LLP, have expressed their willingness to continue in office and a
resolution for their reappointment will be proposed at the Annual General Meeting.
Disclosure of Information to Auditors
So far as the directors are aware, there is no relevant audit information of which the Company's
auditors are unaware, and each Director has taken all the steps that he/she ought to have taken as a
Director in order to make himself/herself aware of any relevant audit information and to establish that
the Company's auditors are aware of that information.
By order of the board
Elena Suet Sum Law,
Chairwoman
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14 June 2026
15
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the annual report and the group financial statements
in accordance with applicable laws and regulations. The directors have elected to prepare the
financial statements for the Group in accordance with International Financial Reporting
Standards ("IFRSs").
The directors must not approve the financial statements unless they are satisfied that they give
a true and fair view of affairs of the Group and of the profit or loss of the Group for that period.
In preparing the group financial statements, the directors are required to:
•
Select suitable accounting policies and then apply them consistently;
•
Make judgments and 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; and
•
Prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Group's transactions and disclose with reasonable accuracy at any time
the financial position of the Group and enable them to ensure that the financial statements
comply with applicable law. They are also responsible for safeguarding the assets of the Group
and accordingly, for taking reasonable steps to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company's website.
Legislation in the Cayman Islands governing the preparation and dissemination of the financial
statements and the other information included in annual reports may differ from legislation in
other jurisdictions.
Directors' Responsibility Statement Pursuant to Disclosure and Transparency Rules
Each of the directors, whose names and functions are listed on page 2, confirms that, to the best
of their knowledge and belief:
•
the financial statements prepared in accordance with IFRSs, give a true and fair view of
the assets, liabilities, financial position and loss of the Group and parent company; and
•
the Annual Report and financial statements, including the Business review, includes a fair
review of the development and performance of the business and the position of the Group,
together with a description of the principal risks and uncertainties that they face.
By order of the board
Elena Suet Sum Law,
Chairwoman
14 June 2026
16
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SEALAND CAPITAL GALAXY LIMITED
Opinion
We have audited the consolidated financial statements of Sealand Capital Galaxy Limited (‘the Group’)
for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in
Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including
significant accounting policies. The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law and International Financial Reporting
Standards (IFRS) issued by the International Accounting Standards Board.
In our opinion the Group financial statements:
• give a true and fair view of the state of the Group’s affairs as at 31 December 2025 and of the
Group’s loss for the year then ended; and
• have been properly prepared in accordance with International Financial Reporting Standards.
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
Group 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis
of accounting in the preparation of the group financial statements is appropriate. Our evaluation of the
directors’ assessment of the Group’s ability to continue to adopt the going concern basis of accounting
included:
• Checking the mathematical accuracy of the cash flow forecasts prepared by management;
• Identifying subsequent events impacting going concern, including minutes of board meeting and
Regulated News Service announcements;
• Assessing the reasonableness of the key assumptions used by management in the cash flow forecasts
and, where applicable, performing downside sensitivity analysis;
• Making inquiries of management over key operational contracts to assess the completeness of
commitments included in the cash flow forecasts; and
• Assessing the adequacy of the disclosures in respect of going concern.
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 Group’s ability
to continue as a going concern for a period of at least twelve months from when the group financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. Materiality thresholds, both
quantitative and qualitative, determined the scope of our audit and the nature, timing and extent of our
audit procedures to enable us to obtain sufficient appropriate audit evidence and to evaluate the impact
of identified misstatements on the financial statements as a whole.
The Group is listed on the London Stock Exchange and comprises 27 subsidiaries, of which only six
17
are trading entities, with the remainder being non-revenue generating. The Group’s structure includes
a number of entities in both net asset and net liability positions, resulting in a group profile that is not
consistently reflected by profit or loss or revenue-based measures. In light of this variability, together
with the limited level of recurring revenue generation across the group, neither profit or loss nor
revenue were considered appropriate or reliable benchmarks for determining materiality.
Based on our professional judgement, total assets were considered to be the most appropriate benchmark,
as they provide a stable and meaningful measure of the Group’s scale, financial position, and exposure
to risk across all subsidiaries, including those in net liability positions. This was considered most
relevant to users of the financial statements when assessing the Group’s financial resilience and overall
balance sheet strength.
The materiality for the group financial statements was £71,600 (2024: £45,000), representing 2% of
total assets (2024: 3% of net liabilities). Group performance materiality was £50,100 (2024: £27,000),
being 70% (2024: 60%) of overall materiality. This level reflects our assessment of the risk of material
misstatement and reduces the risk that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality, thereby ensuring appropriate coverage across the Group’s components.
Material components of the Group were audited to a level of performance materiality ranging between
£15,000 to £30,000 (2024: £13,500 to £18,900) to ensure sufficient coverage of key balances.
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 £3,580 (2024: £2,200), as well as differences below
that threshold which, in our view, warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of material misstatement in the
group financial statements. In particular we looked at areas involving significant accounting estimates
and judgements by the directors and considered future events that are inherently uncertain. As in all of
our audits, we also addressed the risk of management override of internal controls, including among
other matters consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Of the 27 components of the Group, a full scope audit was performed on the complete financial
information of 4 components, and the remaining components were subject to specific scope audit
whereby procedures were performed on one or classes of transactions, account balances or disclosures.
All audit work on the components was conducted by the group audit team.
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
Accounting for convertible loan notes
including conversion warrants (note 24)
The Group created a convertible loan note
instrument on 30 December 2024 (amended 6
November 2025) whereby the Group constituted
up to a maximum nominal amount of £6,000,000
unsecured convertible loan notes (CLNs).
£400,000 of CLNs were drawn down in the year
Our audit work in this area included:
• Reviewing the key terms of the agreements
regarding the convertible loan note
instrument and conversion warrants;
•
Testing and challenging the valuation
methodology and key assumptions applied
by management;
18
of which £75,000 were converted at a price of
£0.0015 per share. Interest is payable at 12% per
annum.
In connection with the conversion of CLNs, the
group has granted new A and B warrants to the
holder. The conversion A warrants have an
exercise price of £0.0015 per share and are
exercisable for a period of two years from their
grant date. The conversion B warrants have an
exercise price of £0.00225 per share and are
exercisable for a period of two years from their
grant date.
The accounting for convertible loan notes,
including the allocation between liabilities and
equity, together with the valuation of conversion
warrants as derivative financial liabilities,
requires the use of complex valuation models and
for management to a
pply judgement and
estimates.
As a result, the accounting for CLNs and
conversion warrants is considered to be a key
audit matter.
• Utilising the specialists within audit team to
re-perform the valuation in order to form our
own point estimate of the financial
instrument and derivatives at inception and at
year-end; and
•
Checking the presentation and disclosures
conform to the requirements of the
applicable accounting standards.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the group financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon. Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the
preparation of the group 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 group financial statements, the directors are responsible for assessing the Group’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 Group 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
19
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
• We obtained an understanding of the Group and the sector in which they operate to identify
laws and regulations that could reasonably be expected to have a direct effect on the group
financial statements. We obtained our understanding in this regard through discussions with
management, and application of our cumulative audit knowledge and experience of the sector.
• We determined the principal laws and regulations relevant to the Group in this regard to be
those arising from LSE Listing Rules, Disclosure Guidance and Transparency Rules, Cayman
Islands laws and local regulations, including local Companies Ordinances, local tax laws and
local employment laws applicable to the trading subsidiaries.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the Group with those laws and regulations. These procedures
included, but were not limited to: enquiries of management, review of board minutes and
Regulatory News Service (RNS) announcements and review of legal and regulatory
correspondence.
• We also identified the risks of material misstatement of the group financial statements due to
fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising
from management override of controls, that the potential for management bias was identified
in relation to revenue recognition, the impairment assessment of trade and other receivables
and inventories, and the accounting treatment of convertible loan notes and conversion warrants.
We addressed this by challenging the assumptions and judgements made by management.
• As in all of our audits, we addressed the risk of fraud arising from management override of
controls by performing audit procedures which included but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the normal course of
business.
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 our engagement
letter dated 22 February 2026. 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.
20
David Thompson (Engagement Partner) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP London
Registered Auditor E14 5RE
14 June 2026
21
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 | 2024 | ||
Continuing operations | Note | £ | £ |
Revenue | 8 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | 9 | ( | ( |
Other income | |||
Finance lease expenses | ( | ( | |
Operating loss | ( | ( | |
Finance income | 25 | ||
Finance expenses | 25 | ( | |
Loss before tax | ( | ( | |
Income tax expenses | 11 | ( | |
Loss for the year | ( | ( | |
Attributable to: | |||
Owners of the parent | ( | ( | |
Non-controlling interests | |||
Loss for the year | ( | ( | |
Loss per share attributable to equity | |||
holders of the Company | Pence | Pence | |
Basic and diluted loss per share | 12 | ( | ( |
2025 | 2024 | ||
Note | £ | £ | |
Loss for the year | ( | ( | |
Other comprehensive loss | |||
Items that are or may be reclassified | |||
subsequently to profit or loss: | |||
- Exchange differences on translation of foreign operations | ( | ( | |
Other comprehensive loss for the year, net | |||
of tax | ( | ( | |
Total comprehensive loss for the year | ( | ( | |
Attributable to: | |||
Equity holders of the Company | ( | ( | |
Non-controlling interests | ( | ||
Total comprehensive loss for the year | ( | ( |
The notes on pages 24 to 53 form an integral part of these financial statements.
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2025
22
2025 | 2024 | ||
ASSETS | Note | £ | £ |
Non-Current Assets | |||
Right-of-use of asset | 13 | ||
Goodwill | 22 | ||
Total non-current assets | |||
Current Assets | |||
Financial assets at FVTPL | 25 | ||
Inventories | 14 | ||
Trade receivables and accrued income | 15 | ||
Deposit, prepayment and other receivables | 15 | ||
Cash and cash equivalents | |||
Total current assets | |||
Total assets | |||
Current liabilities | |||
Trade payables | 16 | ||
Advance from customers, other payables | 17 | ||
and accruals | |||
Amount due to an ex director | 18 | ||
Lease liabilities | 19 | ||
Derivative financial instruments | 24 | ||
Current tax liabilities | |||
Total current liabilities | |||
Net current liabilities | ( | ( | |
Non-current liabilities | |||
Lease liabilities | 19 | ||
Total non-current liabilities | |||
Net liabilities | ( | ( | |
Equity | |||
Share Capital | 20 | ||
Share premium | |||
Share-based payment reserve | |||
Exchange reserve | |||
Accumulated loss | ( | ( | |
Equity attributable to owners of the parent | ( | ( | |
Non-controlling interests | ( | ||
Total equity | ( | ( |
The notes on pages 24 to 53 form an integral part of these financial statements.
These financial statements were approved and authorised for issue by the Board of Directors on 14 June
2026.
Signed on behalf of the Board of Directors
______________________
Elena Suet Sum Law
Chairwoman
14 June 2026
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Share-based | Attributable | Non- | ||||||
Share | payment | Exchange | Accumulated | to owners of | controlling | Total | ||
Share capital | premium | reserve | reserve | losses | the parent | interests | equity | |
£ | £ | £ | £ | £ | £ | £ | £ | |
At 1 January 2025 | ( | ( | ( | ( | ||||
Loss for the year | ( | ( | ( | |||||
Exchange differences | ||||||||
arising on translation | ( | ( | ( | |||||
Total comprehensive | ||||||||
loss | ( | ( | ( | ( | ||||
Issue of shares | ||||||||
Issue of warrants | ||||||||
Non-controlling interests on formation | ||||||||
of subsidiaries | ||||||||
At 31 December 2025 | ( | ( | ( | |||||
At 1 January 2024 | ( | ( | ( | ( | ||||
Loss for the year | ( | ( | ( | |||||
Exchange differences | ||||||||
arising on translation | ( | ( | ( | ( | ||||
Total comprehensive | ( | ( | ( | ( | ( | |||
loss | ||||||||
Issue of shares | ||||||||
Cancellation of share | ||||||||
option | ( | |||||||
At 31 December 2024 | ( | ( | ( | ( |
The notes on page 24 to 53 form an integral part of these financial statements.
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 | 2024 | |
£ | £ | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Loss before tax | ( | ( |
Adjustments for: | ||
Depreciation | ||
Fair value movement - derivative financial instruments | ||
Interest income | ( | ( |
( | ( | |
Changes in working capital: | ||
(Increase)/Decrease in inventories | ( | |
(Increase)/Decrease in trade receivables and accrued revenue | ( | |
(Increase)/Decrease in deposit, prepayments and other receivables | ( | |
Increase in amount due to an ex director | ||
Increase in trade payables | ||
Increase in advance from customers, other payables and accruals | ||
Effect of foreign exchange rate changes | ( | |
Net cash used in operating activities | ( | ( |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Interest received | ||
Net cash generated from investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issues of shares | ||
Proceeds from borrowings | ||
Repayment of lease liabilities | ( | ( |
Net cash generated from financing activities | ||
Net increase/(decrease) in cash and cash equivalents | ||
Effect of foreign exchange rate changes | ( | |
Cash and cash equivalents at 1 January | ||
Cash and cash equivalents at 31 December |
The notes from pages 24 to 53 form an integral part of these financial statements.
Non-cash transactions
1. During the Year, the Group obtained control over Yangwei HealthFood (Guangzhou) Co., Ltd., Yitong
Shuxin (Shenzhen) Technology Co., Ltd. and Yitong Yaojing (Shenzhen) Technology Co., Ltd. by way of
committed capital contribution. The non-controlling interest arising on incorporation of subsidiary
undertaking, amounting to £347,831 was unpaid at year-end and included within other receivables.
2. During the Year, the Group subscribed to £200,000 convertible loan notes issued by EVOO AI Plc; the
consideration was paid by the subscriber of the Company's convertible loan notes on behalf of the Company.
3. During the year, the fair value of convertible loan notes and conversion warrants amounting to £187,293
were converted into equity.
24
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
25
2. BASIS OF PREPARATION
The consolidated group financial statements have been prepared in accordance with the International
Financial Reporting Standards (“IFRS”) and IFRIC interpretations issued by the International
Accounting Standards Board.
These consolidated Group financial statements are presented in Pound Sterling (“£”) rounded to the
nearest Great British Pound, except for otherwise indicated, and have been prepared under the historical
cost convention, except for certain financial instruments and share-based payments that have been
measured at fair value..
Details of going concern are included in note 4(m).
3. STANDARDS AND INTERPRETATIONS
(i) New standards, amendments and interpretations
The following IFRS or IFRIC interpretations were effective for the first time for the financial
year beginning 1 January 2025. Their adoption has not had any material impact on the
disclosures or on the amounts reported in these financial statements:
Standard / Interpretation
Application
Amendments to IAS 1
Classification of Liabilities as Current or Non-current
and Non-current Liabilities with Covenants
Amendments to IFRS 16
Lease Liability in a Sale-and-Leaseback
Amendments to IAS 7
Supplier Finance Arrangements
Amendments to IAS 21
The Effects of Change in Foreign Exchange Rates
Effective: Annual periods beginning on or after 1
January 2025
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
26
4. SIGNIFICANT ACCOUNTING POLICIES
(i) Business combination
The Group accounts for business combinations using the acquisition method when control is
transferred to the Group. The consideration transferred in the acquisition is generally
measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is
tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss
immediately. Transaction costs are expensed as incurred, except if related to the issue of debt
or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-
existing relationships. Such amounts are generally recognised in profit or loss.
(ii) Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is
exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity. The financial statements of
subsidiaries are included in the consolidated financial statements from the date on which
control commences until the date on which control ceases.
Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of
the subsidiary, and any related NCI and other components of equity. Any resulting gain or
loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured
at fair value when control is lost. A change in the ownership interest of a subsidiary, without
a loss of control, is accounted for as an equity transaction.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
27
(iii) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from
intra-group transactions, are eliminated. Unrealised gains arising from transactions with
equity-accounted investee are eliminated against the investment to the extent of the Group’s
interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains,
but only to the extent that there is no evidence of impairment.
(b) Revenue recognition
Revenue is recognised to depict the transfer of goods and services to customers in an amount
that reflects the consideration to which the Group expects to be entitled in exchange for those
goods or services.
The Group recognises revenue when (or as) a performance obligation is satisfied, i.e. when
“control” of the goods or services underlying the particular performance obligation is
transferred to customers. For the majority of revenue streams, there is a low level of
judgement applied in determining the transaction price or the timing of transfer of control.
(i) e-Commerce revenue
Revenue from the sale of goods through e-commerce platforms is recognised at the point in
time when control of the goods is transferred to the customer, which is generally when the
customer accepts delivery of the goods.
• The transaction price is measured at the amount of consideration the Group expects to
receive, net of estimated returns, discounts, rebates and other similar allowances.
Provisions for product returns are recognised based on historical return rates and specific
customer circumstances.
• The Group assesses whether it acts as a principal or an agent in e-commerce transactions.
Where the Group controls the goods before they are transferred to the customer (i.e. bears
inventory risk, has primary responsibility for fulfilling the order and can set prices),
revenue is recognised on a gross basis. Where the Group acts as an agent (i.e. does not
control the goods before transfer), revenue is recognised on a net basis representing the
commission or fee earned.
(ii) Software development and SaaS revenue
Revenue from software development and technology services is recognised either over time
or at a point in time depending on the nature of the performance obligation:
• Custom software development services: Revenue is recognised over time using an input
method based on the proportion of labour hours incurred to date relative to the total
expected labour hours for the contract. This method best depicts the Group’s performance
in transferring control of the service to the customer as work progresses.
• SaaS subscription services: Revenue from cloud-based software subscriptions is
recognised on a straight-line basis over the subscription term, as the customer
simultaneously receives and consumes the benefits of the service throughout the term.
• Software licences: Revenue from perpetual software licences that are distinct from related
implementation and support services is recognised at the point in time when the licence is
delivered and the customer can use and benefit from the licence. Revenue from term
licences is recognised over the licence term.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
28
• Where a contract contains multiple performance obligations (e.g. software licence,
implementation services, training and post-contract support), the transaction price is
allocated to each performance obligation based on their relative standalone selling prices.
(iii) Advertising and marketing services revenue
Revenue from advertising and marketing services is recognised based on the nature of the
service provided:
• Display advertising: Revenue is recognised over the period the advertisement is displayed
on the Group’s platforms or partner platforms.
• Performance-based advertising: Revenue is recognised at the point in time when the
performance condition is satisfied (e.g. when a user clicks on an advertisement or
completes a specified action), as this is when the Group’s performance obligation is
fulfilled.
• Marketing planning and consulting services: Revenue is recognised over time as the
services are provided, using an input method based on costs incurred or labour hours
expended.
• The Group assesses whether it acts as a principal or an agent in advertising transactions.
Where the Group is primarily responsible for fulfilling the advertising service and bears
inventory risk for advertising inventory, revenue is recognised on a gross basis. Where the
Group acts as an agent connecting advertisers with media owners, revenue is recognised
on a net basis representing the agency commission earned.
(c) Foreign currency transactions
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies are translated at the rates of exchange ruling at the
Statement of Financial Position date. Foreign exchange gains and losses resulting from the
settlement of such transactions, and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies, are recognised in the
Statement of Comprehensive Income.
(iii) Group companies
The results and financial position of all the Group entities that have a functional currency
different from the presentation currency are translated into the presentation currency as
follows:
- assets and liabilities for each statement of financial position presented are translated at
the closing exchange rate at the date of the statement of financial position;
- income and expenses for each statement of comprehensive income are translated at
average exchange rates; and
- all resulting exchange differences are recognised in other comprehensive income (loss)
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
29
(d) Property, plant and equipment
Property, plant and equipment is measured on the cost basis and stated at historic cost less
accumulated depreciation. Historic cost includes expenditure that is directly attributable to
the acquisition of the items.
All repairs and maintenance expenditure is charged to the Statement of Comprehensive
Income during the financial period in which they are incurred.
Depreciation is calculated using the straight-line method to allocate their cost over their
estimated useful lives, as follows:
Owned asset
Office equipment
36 – 60 months
Leasehold
improvement
lower of 36 months and the lease term
Right-of-use assets
Buildings
Over the lease term
The assets’ useful lives are reviewed, and, if appropriate, asset values are written down to
their estimated recoverable amounts, at each reporting date. Gains and losses on disposals
are determined by comparing proceeds with the carrying amounts, and are included in
profit or loss.
(e) Impairment of non-financial assets
Property, plant and equipment and right-of-use assets are tested for impairment whenever
there are indications that the asset’s carrying amount may not be recoverable. An
impairment loss is recognised as an expense immediately for the amount by which the
asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher
of fair value, reflecting market conditions less costs of disposal, and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessment of time value of money
and the risk specific to the asset. For the purposes of assessing impairment, where an asset
does not generate cash inflows largely independent from other assets, the recoverable
amount is determined for the smallest group of assets that generate cash inflows
independently (i.e. a cash-generating unit).
An impairment loss is reversed if there has been a favourable change in the estimates used
to determine the asset’s recoverable amount and only to the extent that the asset’s carrying
amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had been recognised.
(f) Financial instruments
Financial assets and financial liabilities are recognised when a group entity becomes a party
to the contractual provisions of the instrument. Financial assets and financial liabilities
within the scope of IFRS 9 are initially measured at fair value and transaction costs that
are directly attributable to the acquisition or issue of financial assets and financial liabilities
are added to or deducted from the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
30
1. Compound Financial Instruments (Convertible Loan Notes)
Convertible loan notes with variable conversion terms are accounted for as host debt
contracts with embedded conversion derivatives. The embedded derivative is separated and
measured at fair value through profit or loss (FVTP&L) as it does not meet the "fixed-for-
fixed" criterion in IAS 32. The host debt component is measured at amortised cost using
the effective interest method. For the £400,000 convertible loan notes issued in 2025, due
to the unique terms, the whole convertible loan notes are recognized as derivative liabilities
with no allocation to host debt.
2. Derivative Financial Instruments
Derivatives (including embedded derivatives that are not closely related to their host
contracts) are initially recognised at fair value on the date the contract is entered into and
are subsequently remeasured at fair value through profit or loss ("FVTPL") at each
reporting date. Changes in fair value are recognised immediately in the Consolidated
Statement of Comprehensive Income. The embedded derivative is measured at fair value
using a pricing model for the convertible loans issued, plus conversion warrants, with
changes in fair value recognized in profit or loss.
The Group does not currently apply hedge accounting. All derivatives are presented as
current assets or liabilities based on their contractual maturity date.
3. Warrants
Warrants are classified as either equity instruments or derivative financial liabilities based
on the terms of the instrument and the requirements of IAS 32:
a) Equity-classified Warrants: Warrants issued by the Company that entitle the holder to
acquire a fixed number of the Company’s ordinary shares for a fixed amount of cash
(meeting the "fixed-for-fixed" criterion) are classified as equity instruments. Proceeds from
the issue of warrants, net of direct transaction costs, are credited to share premium. When
warrants are exercised, the amount previously credited to share premium is transferred to
share capital and additional share premium. If warrants expire unexercised, the related
amount remains in share premium and no gain or loss is recognised.
b) Liability-classified Warrants: Warrants that do not meet the fixed-for-fixed criterion
(including warrants issued by third parties and warrants convertible into a variable number
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
31
of shares) are classified as derivative financial liabilities and measured at fair value with
changes in fair value recognised in profit or loss.
(g) Impairment of financial assets
The Group recognises loss allowances for expected credit loss on the financial assets. The
Group considers the probability of default upon initial recognition of financial assets and
assesses whether there has been a significant increase in credit risk on an ongoing basis.
The Group considers the credit risk on a financial instrument is low if the financial asset
has a low risk of default, the debtor has a strong capacity to meet its contractual cash flow
obligations in the near term and adverse changes in economic and business conditions in
the longer term may, but will not necessarily, reduce the ability of the debtor to fulfill its
contractual cash flow obligations.
The carrying amount of the receivables is reduced through the use of the credit losses
account. Changes in the carrying amount of the credit losses account are recognised in
profit or loss. The receivable is written off when the Group has no reasonable expectations
of recovering the receivable.
If, in a subsequent period, the amount of expected credit losses decreases, the reversal
would be adjusted to the credit losses account at the reporting date. The amount of any
reversal is recognised in profit or loss.
(h) Derecognition of financial assets and financial liabilities
Financial assets are derecognised when the contractual rights to receive the cash flows of
the financial assets expire; or where the Group transfers the financial assets and either (i)
it has transferred substantially all the risks and rewards of ownership of the financial assets;
or (ii) it has neither transferred nor retained substantially all the risks and rewards of
ownership of the financial assets but has not retained control of the financial assets.
Financial liabilities are derecognised when they are extinguished, i.e. when the obligation
is discharged, cancelled or expires.
(i) Inventories
Inventories are stated at the lower of cost or net realisable value, with cost determined using
the first-in, first-out (“FIFO”) cost method. Net realisable value is the estimated selling price
in the ordinary course of business, less estimated cost necessary to make the sale. Allowances
are established to reduce the cost of excess and obsolete or damaged inventories to their
estimated net realisable value.
(k) Current and deferred income tax
Income tax comprises current and deferred tax. Current income tax is recognised in the profit
or loss, except to the extent that it relates to items recognised directly in equity. In this case
the tax is also recognised directly in other comprehensive income or directly in equity,
respectively.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
32
Current income tax is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the Company’s subsidiaries operate
and generate taxable income. Management periodically evaluates positions taken in tax
returns with respect to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on the basis of amounts expected to be paid to the
tax authorities.
Deferred income tax is recognised, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
statement of financial position. However, the deferred tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a business combination
that, at the time of the transaction, affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been enacted, or
substantially enacted, by the end of the reporting period and are expected to apply when the
related deferred income tax asset is utilised, or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future
taxable profit will be available against which the temporary differences can be utilised. The
Group has not recognized any deferred income tax assets.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right
to offset current tax assets against current tax liabilities, and when the deferred income tax
assets and liabilities relate to income taxes levied by the same taxation authority on either the
taxable entity or different taxable entities where there is an intention to settle the balances on
a net basis.
(l) Leases
A lease is defined as a contract that conveys the right to control the use of an identified asset
for a period of time in exchange for consideration. At the commencement date of a lease, a
right-of-use asset and a lease liability are recognised in the financial statements. The lease
liability is initially measured at the present value of expected future lease payments
discounted at the interest rate implicit in the lease or, if that rate cannot be determined, the
lessee’s incremental borrowing rate. Subsequently, the lease liability decreases by the lease
payments made, offset by interest on the liability, and may be remeasured to reflect any
reassessment of expected payments or to reflect any lease modifications. The right-of-use
asset is initially measured at cost. This comprises the amount of the initial lease liability plus:
any lease payments made on or before the commencement date less incentives received; any
incremental costs of obtaining the lease; and, if any, the costs of decommissioning the asset
and any restoration work to return the asset to the condition required under the terms of the
lease. Subsequently, the right-of-use asset is measured using the cost model. The asset is
depreciated on a straight-line basis over the expected term of the lease, adjusted for any
remeasurement of the lease liability, and is shown net of the accumulated depreciation and
any impairment provisions. The Group has elected to use the recognition exemptions for low-
value assets and short-term leases (leases with a duration of twelve months or less), which
are expensed to operating profit on a straight-line basis over the term of the lease.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
33
(n) Employee benefits
Salaries, wages, paid annual leave, bonuses and non-monetary benefits are accrued in the
period in which the associated services are rendered by the employees of the Group.
(o) Equity Instruments
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of
new shares or options are shown in equity as a deduction against share premium.
Proceeds from exercise of equity-classified warrants are credited to share capital
(representing the nominal value of the shares issued) and share premium (representing the
excess over nominal value).
For the shares issued to settle convertible loan notes, the fair value of the shares converted
are credited to share capital and share premium.
(q) Share-based payments
Equity-settled share-based payment transactions in exchange for services or goods are
measured at the fair value of the goods or services received, except where that fair value
cannot be estimated reliably, in which case they are measured at the fair value of the equity
instruments granted, measured at the date the entity obtains the goods or the counterparty
renders the service. The fair value excludes the effect of non-market-based vesting conditions.
Details regarding the determination of the fair value of equity-settled share-based transactions
are set out in Note 21.
The fair value determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Group’s estimate of
the number of equity instruments that will eventually vest. At each reporting date, the Group
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
34
revises its estimate of the number of equity instruments expected to vest as a result of the
effect of non-market-based vesting conditions. The impact of the revision of the original
estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the
revised estimate, with a corresponding adjustment to reserves.
When the share options are cancelled, the amount previously recognised in share-based
payment reserve will be transferred to accumulated losses.
(r) Investment in a subsidiary
A subsidiary is an entity (including special purpose entity) over which the Company has the
power to govern the financial and operating policies so as to obtain benefits from its activities,
generally but not necessarily accompanying a shareholding of more than half of the voting
power.
In the Company’s statement of financial position, investment in subsidiaries is stated at cost
less provision for impairment loss. The results of the subsidiaries are accounted for by the
Company on the basis of dividends received and receivable.
(s) Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of
acquisition of the business, the excess of the sum of the consideration transferred, the amount
of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously
held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities assumed less accumulated impairment losses,
if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-
generating units (or groups of cash-generating units) that is expected to benefit from the
synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually,
or more frequently when there is indication that the unit may be impaired. If the recoverable
amount of the cash-generating unit is less than its carrying amount, the impairment loss is
allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to
the other assets of the unit on a pro-rata basis based on the carrying amount of each asset in
the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An
impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is
included in the determination of the profit or loss on disposal.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
35
in the Directors' Report.
The Group’s activities expose it to a variety of financial risks as below.
(i) Interest rate risk
The Group has floating rate financial assets in the form of deposit accounts with major
banking institutions of £112,534 as at 31 December 2025. Apart from the abovementioned
amount, no other financial instrument is subjected to interest rate risk. If the interest rate
increases or decreases by 100 basis points, with all other variables held constant, the impact
on the Group’s profit before tax would be immaterial.
(ii) Foreign exchange risk
Foreign exchange risk is the risk to earnings or capital arising from movements in foreign
exchange rates. The Group’s foreign currency risk primarily arises from currency exposures
originating from its financing activities, foreign exchange dealings and investment activities.
The Group monitors the relative foreign exchange positions of its assets and liabilities to
minimise foreign currency risk. The foreign currency risk is managed and monitored on an
ongoing basis by management of the Group. The Group does not use derivative financial
instruments to hedge against the volatility associated with foreign currency transactions as
the Directors believe that the risk arising from fluctuations in foreign currency exchange rates
are not significant in the past. The Group will continue assessing the Group’s exposure to
foreign currency risk with the significant financing activities in GBP and the planned business
activities in other functional currencies in 2026.
(iii) Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for
the other party by failing to discharge an obligation. The carrying amount of financial assets
recognised on the consolidated statement of financial position, which is net of impairment
losses, represents the Group’s exposure to credit risk without taking into account the value of
any collateral held or other credit enhancements. The Group’s maximum exposure to credit
risk is summarised in Note 25. Credit risk arises mainly from the inability of customers to
make payments when due. The analysis of ageing debtors is provided in note 15.
Most of the Group’s cash in banks have been deposited with reputable and creditworthy banks
in China and Hong Kong. Management considers there is minimal credit risk associated with
those balances.
(iv) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations
associated with financial liabilities. The responsibility for liquidity risk management rests
with the Board of Directors.
As at the reporting date, the Group had net current liabilities of £2,116,689, with £1,189,996
being derivative financial instruments that does not involve repayment in cash. The post-
year-end financing completed in Q1 2026 raised approximately £9 million gross proceeds,
significantly improving the Group’s liquidity position for future operation. The Board of
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
36
Directors is sourcing further fundings for the Group’s future capital needs including the issue
of equity instruments and external borrowing. These alternatives are evaluated to determine
the optimal mix of capital resources for our capital needs.
(vi) Capital risk management
The Company manages its capital to ensure that the Company will be able to continue as a
going concern while maximising the return to stakeholders through the optimisation of the
debt and equity balances.
The capital structure of the Company consists of debt and equity attributable to the owners of
the Company, comprising issued capital, reserves and accumulated loss as disclosed in the
financial statements.
The Board of Directors of the Company review the capital structure regularly. As part of this
review, the Directors of the Company consider the cost of capital and the associated risks,
and take appropriate actions to adjust the Company’s capital structure. The overall strategy
of the Company remained unchanged.
6. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY
The preparation of the Group’s financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities, and their accompanying disclosures and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that could require a
material adjustment to the carrying amounts of the assets or liabilities affected in the future.
The estimates and underlying assumption 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.
Trade receivables and contract assets
The Group’s customer base consists of a small range of clients. The Group applies a simplified
approach in calculating ECL for trade receivables and recognises a credit losses allowance based on
lifetime ECL at each reporting date and has established an individual assessment that is based on its
historical credit loss experience, adjusted for forward-looking factors specific to each debtor and the
economic environment.
During the year ended 31 December 2025, a provision for impairment loss on trade receivables of
£1,188 (2024: £14,187) was recognised according to management’s expected losses assessment. The
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
37
Group’s trade receivables which are past due but which the Group has not impaired as there have not
been any significant changes in credit quality of customers and the management believes that the
amounts are fully recoverable.
The Group does not hold any collateral over trade receivables and contract assets at 31 December
2025 (2024: Nil).
Fair Value Measurement of financial assets
The Company held £200,000 convertible loan notes issued by EVOO AI Plc (the "EVOO CLNs") as
financial assets at fair value through profit and loss. The fair value of the EVOO CLNs require
significant management estimates due to the following: i) EVOO AI Plc’s shares are not traded in an
active market; ii) EVOO AI Plc had not presented financial information to enable discounted cash
flow valuation to be performed. Management’s best estimates of the fair value equals the book value.
7. SEGMENT INFORMATION
(a) Basis of segmentation
The Group is organised into business segments based on the nature of the products and services
provided, the different risks and returns of each business, and the internal reporting structure used by
the chief operating decision maker ("CODM") to allocate resources and assess performance.
The CODM reviews the Group’s internal reporting on a regular basis to assess performance and
allocate resources. The CODM has identified the following reportable segments:
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
38
a) e-Commerce segment: Sale of goods through online platforms and provision of related
logistics and customer support services;
b) Technology and SaaS segment: Development and sale of custom software, provision of cloud-
based software-as-a-service (SaaS) solutions and technology consulting services;
c) Marketing and Advisory segment: Provision of display advertising, performance-based
advertising, marketing planning and strategic advisory services for international businesses
entering the China and UK markets.
Inter-segment transactions are conducted on terms and conditions that approximate arm’s length
prices. Unallocated items include corporate expenses, income tax and other items that are not
directly attributable to any individual segment.
(b) Segment description
e-Commerce segment: The e-Commerce segment operates online retail platforms focusing on cross-
border trade between the Asia-Pacific region and Europe. The segment sells a wide range of consumer
and business products directly to customers and also provides third-party sellers with platform access
and fulfilment services.
Technology and SaaS segment: The Technology and SaaS segment develops and delivers digital
solutions that enhance operational efficiency and customer engagement for businesses across multiple
industries. Following the strategic upgrade announced in January 2026, the segment is increasingly
focused on artificial intelligence (AI)-enabled commercial applications and software-as-a-service
(SaaS) solutions.
Marketing and Advisory segment: The Digital Marketing and Advisory segment provides
integrated marketing solutions to help businesses build brand awareness and drive customer
acquisition in the Asia-Pacific market. The segment also offers strategic advisory services to
international companies seeking to establish or expand their presence in China and the UK.
(c) Geographical information
The Group’s operations are structured around a dual-hub model with Shenzhen serving Mainland
China and Hong Kong supporting expansion across Southeast Asia and the wider Asia-Pacific region.
The Group also maintains a corporate office in London to manage its UK listing and European
operations.
Marketing | |||||
e-Commerce | Technology | and Advisory | Corporate | Total | |
2025 | £ | £ | £ | £ | |
Revenue | 407,915 | 484,259 | 649,172 | 3,814 | 1,545,160 |
Segment loss | (35,652) | 64,957 | 299,816 | (1,872,894) | (1,543,773) |
Depreciation | - | - | - | 27,426 | 27,426 |
Assets | 599,597 | 909,900 | 641,331 | 16,082 | 2,166,910 |
Liabilities | 2,318,151 | 738,856 | 353,931 | 838,738 | 4,249,676 |
2024 | |||||
Revenue | 121,802 | - | - | 121,802 | |
Segment loss | 19,327 | - | (819) | (368,732) | (350,224) |
Depreciation | - | - | - | 27,861 | 27,861 |
Assets | 67,388 | - | 51 | 81,392 | 148,831 |
Liabilities | 99,486 | - | 6,492 | 1,619,959 | 1,725,937 |
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
39
Geographical information: | 2025 | 2024 |
Revenue by Geography | £ | £ |
Hong Kong | 191,054 | 121,802 |
Mainland | ||
China | 1,354,106 | - |
Information about major customers
For the year ended 31 December 2025, 2 external customers (2024: 2 external customers)
contributed more than 10% to the Group revenue.
| 8. REVENUE AND OTHER INCOME | ||
2025 | 2024 | |
£ | £ | |
Revenue | ||
eCommerce | 407,915 | 121,802 |
Technology | 484,259 | - |
Marketing and advisory | 649,172 | - |
Corporate | 3,814 | - |
1,545,160 | 121,802 |
9. OPERATING EXPENSES
2025 | 2024 | |
£ | £ | |
Loss before tax has been arrived at after charging: | ||
Depreciation - Right of use assets | 27,426 | 27,861 |
Cost of inventories sold | 956,118 | 64,725 |
Exchange (gain)/loss, net | 161,867 | (38,622) |
Provision for impairment losses on trade and other receivables | 1,188 | 5,887 |
Allowance for obsolete inventories | 89,493 | 4,216 |
Staff cost (including Director Remuneration) | 34,434 | 185,231 |
Auditor’s remuneration - audit | 68,000 | 42,500 |
Fair value gain on EVOO CLNs | (22,945) | - |
Fair value loss on CLNs and conversion warrants | 1,111,314 | - |
10. EMPLOYEES
The average number of employees during the year was made up as follows:
2025
2024
Directors | 3 | 2 |
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
40
Staff | 1 | - |
2025 | 2024 | |
Staff costs, including directors' costs comprise: | £ | £ |
Wages, salaries and other staff costs | 34,434 | 185,231 |
34,434 | 185,231 |
Dr. Thomas Sawyer served as Chief Executive Officer of the Group during the year 2025. He was
engaged on a consultancy basis through Capro Limited and was not a direct employee of the
Group. The total consideration paid to Capro Limited for his services during the year amounted to
£131,108.
Key Management Remuneration
The directors' emoluments in respect of qualifying services, which all related to short-term employee
benefits, were as follows:
2025 | 2024 | |
Chung Lam Nelson Law | £ | £ |
Salaries and fees | - | 165,000 |
Geoffrey John Griggs | ||
Salaries and fees | 18,000 | 18,000 |
Elena Suet Sum Law | ||
Salaries and fees | 12,000 | 2,000 |
Siqi Cao | ||
Salaries and fees | 1,000 | - |
31,000 | 185,000 |
No pension contributions were made on behalf of the directors of the Company.
On 19 April 2025, the Company granted 1,250,000 share options of 10 pence each to Thomas Sawyer
under a consultancy agreement. The share options have a life to expiry of five years from 19 April 2025
and have vested on 20 January 2026.
No share options were granted to directors during the year ended 31 December 2024.
11. INCOME TAX
The applicable profits tax rates are 16.5% (2024: 16.5%) for Hong Kong, 25% for general enterprises
in Mainland China, and 5% for eligible small and micro enterprises in Mainland China, calculated
on the estimated assessable profits for the respective entities for the year.
A reconciliation of income tax expense applicable to the loss before tax at the composite statutory
tax rates of 16.5% for Hong Kong and 25% for Mainland China to the income tax expense at the
effective tax rate of the Group is as follows:
2025
2024
£
£
Loss before tax | (1,453,979) | (350,224) |
Tax at the composite statutory tax rate of 0%, 5%, | 58,434 | (57,787) |
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
41
16.5% & 25% | ||
Income not subject to tax | - | (6,780) |
Expenses not deductible for tax | 690 | 59,224 |
Unrecognised tax loss | 30,671 | 6,672 |
Utilisation of tax losses | - | (1,329) |
Tax charge for the period - China | 89,795 | - |
The tax reconciliation is prepared using a composite statutory tax rate of 16.5% for Hong Kong and
25% for Mainland China as the base rate, given that the Group's principal operating subsidiaries are
incorporated and carry on business in both jurisdictions and are liable to the respective profits taxes
in each region. Certain subsidiaries in Mainland China qualify for the preferential enterprise income
tax rate of 5% applicable to small and micro enterprises.
Potential deferred tax assets arising from operating loss carryforward totaling approximately
£650,671 (2024: £620,000) have not been recognised due to uncertainty as to when taxable profits
will be generated.
12. BASIC AND DILUTED LOSS PER SHARE
Basic and diluted loss per share of 0.18 pence (2024: 0.05 pence) is calculated by dividing the loss
attributable to equity holders of the Company of £1,644,054 (2024: £352,965) by the weighted
average number of 899,926,762 ordinary shares (2024: 733,856,064) in issue during the year.
As the Group incurred net losses for the years ended 31 December 2025 and 2024, basic loss per
share was the same as diluted loss per share in each year.
The following weighted-average effects of potentially dilutive outstanding ordinary share awards,
which are the placing warrants and CLNs conversion warrants, were excluded from the computation
of diluted loss per share because their effects would have been anti-dilutive for the year ended 31
December 2025:
2025 | 2024 | |
Share options | 1,250,000 | - |
Warrants | 361,257,534 | - |
Shares issuable upon conversion of loan notes | 760,713,699 | - |
Total | 1,123,221,233 | - |
13. RIGHT-OF-USE ASSETS
Right-of-use assets
£
At 1 January 2025 | 41,940 |
Additions for the year | - |
Depreciation for the year | (27,426) |
Effect of movements in exchange rates | (2,818) |
At 31 December 2025 | 11,696 |
At 1 January 2024 | 14,178 |
Additions for the year | 54,902 |
Depreciation for the year | (27,861) |
Effect of movements in exchange rates | 721 |
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
42
At 31 December 2024
41,940
The following are the amounts recognised in the statement of total comprehensive income in respect
of lease agreements:
2025
2024
£
£
Depreciation expense on right-of-use assets
27,426
27,861
Interest on lease liabilities
686
1,365
28,112
29.226
14. INVENTORIES
2025 | 2024 | |
Finished goods: | £ | £ |
Gross carrying value | 132,922 | 25,157 |
Allowance for obsolete inventories | (86,536) | (4,295) |
Written-down | (2,957) | - |
43,429 | 20,862 |
15. TRADE RECEIVABLES, ACCRUED REVENUE, DEPOSIT, PREPAYMENT AND
OTHER RECEIVABLES
| (a) Accrued Revenue and Trade receivables | ||
2025 | 2024 | |
£ | £ | |
Accrued revenue | 512,012 | - |
Trade receivables – billed | 672,805 | 45,851 |
Less: Provision for impairment loss on trade receivable | (1,188) | (14,187) |
1,183,629 | 31,664 |
During the year, the Group has recognised a provision for impairment loss on trade receivables of
£1,188 (2024: £14,187). The Group normally grants credit periods of up to 90 days to its customers
as approved by the management on a case-by-case basis.
The ageing analysis of trade receivables - billed (net of loss allowance) based on invoice date at 31
December 2025 is as follows:
2025
2024
£
£
Within 30 days | 561,435 | 7,362 |
31 to 60 days | 71,605 | 4,275 |
61 to 90 days | 192 | 307 |
91 to 180 days | 1,145 | 920 |
181 to 365 days | 27,553 | 1,841 |
Over 365 days | 10,875 | 16,959 |
672,805 | 31,664 |
The carrying amount of the Group’s trade receivables as at 31 December 2025 and 2024 was
denominated in Chinese Yuan (2025 and 2024) and Hong Kong Dollars (2024).
(b) Deposit, prepayments and other receivables
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
43
2025
2024
£
£
Prepayments | 197,036 | 24,083 |
Deposit and other receivables | 12,904 | 20,840 |
Receivables from non-controlling interests | 361,510 | - |
Less: Provision for impairment loss | - | (9,019) |
571,450 | 35,904 |
16. TRADE PAYABLES
2025 | 2024 | |
£ | £ | |
Trade payables | 740,584 | 36,110 |
740,584 | 36,110 |
17. ADVANCE FROM CUSTOMERS, AMOUNT DUE TO DIRECTORS, OTHER
PAYABLES AND ACCRUALS
2025 | 2024 | |
£ | £ | |
Advances from customers | 56,211 | - |
Amount due to Elena Law (Chairwoman) | 505,298 | 84,115 |
Payables to non-controlling interests | 134,240 | - |
Other payables and accruals | 219,137 | 703,396 |
914,886 | 787,511 |
18. AMOUNT DUE TO AN EX DIRECTOR
2025 | 2024 | |
£ | £ | |
Chung Lam Nelson Law | 1,290,494 | 859,807 |
1,290,494 | 859,807 |
The amount was unsecured, interest-free and had no fixed terms of repayment.
19. LEASE LIABILITIES
The total minimum lease liabilities under finance leases and their present values at the reporting date
are as follows:
2025 | 2024 | |
Current portion: | £ | £ |
Gross finance lease liabilities | 13,012 | 29,454 |
Finance expense not recognised | - | (1,505) |
13,012 | 27,949 |
2025 | 2024 | |
Non-current portion: | £ | £ |
Gross finance lease liabilities | - | 14,727 |
Finance expense not recognised | - | (167) |
- | 14,560 | |
Total | 13,012 | 42,509 |
The interest on lease liabilities for the year ended 31 December 2025 was £686 (2024: £1,365).
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
44
During years ended 31 December 2025 and 2024, there are no short- term leases or low-value leases.
20. SHARE CAPITAL
2025
2024
Number of
shares
£
Number of
shares
£
Ordinary shares of £0.0001per
share issued and fully paid:
At 1 January
755,905,989
75,590
715,815,080
71,581
Shares issued for cash, net of
issurance costs
111,000,000
11,100
31,000,000
3,100
Shares issued to settle convertible
loan notes
57,628,767
5,763
-
-
Shares issued for professional
services received
-
-
9,090,909
909
Shares issued in relation to the
warrants excercised
87,000,000
8,700
-
-
At 31 December
1,011,534,756
101,153
755,905,989
75,590
On 7 November 2025, following the admission to the Equity Shares (Transition) category and listing
on the Main Market, the Company recognised the conversion of £75,000 CLNs (including accrued
interest and facility fee). At a conversion price of £0.0015 per share, a total of 57,628,767 Conversion
Shares were issued.
The fair value of the ordinary shares issued on conversion was £187,293, comprising £5,763 in share
capital and £181,530 in share premium, determined using the Black-Scholes option pricing model
consistent with the valuation of the embedded conversion derivative.
Concurrently on 7 November 2025, the Company received valid exercise notices for the £0.0025
Placing Warrants. A total of 56,000,000 warrants were exercised, leading to the issuance of the
corresponding Warrant Shares, conditional upon admission to trading on the Main Market.
On 22 May 2025, the Company received notice for the exercise of warrants over 31,000,000 new
ordinary shares of £0.0001 each. This transaction was executed pursuant to the warrants granted and
announced on 30 December 2024. The Company received total subscription monies amounting to
£77,500 in respect of this exercise.
On 10 January 2025, the Company allotted and issued 111,000,000 New Shares. The total
consideration received was £166,500 before deducting offering expenses.
21. SHARE BASED PAYMENTS
(a) Share Options
During the year ended 31 December 2024, 105,122,539 share options were cancelled.
On 19 April 2025, the Company granted 1,250,000 share options of 10 pence each to Thomas Sawyer
under a consultancy agreement. The share options have a life to expiry of five years from 19 April 2025
and have vested on 20 January 2026.
(b) Shares issued for services
On 26 January 2024, the Company has issued 9,090,909 new ordinary shares of the Company in lieu
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
45
of professional service provided.
On 10 September 2024, the Company has issued 31,000,000 new ordinary shares of the Company in
lieu of professional service provided.
During the year ended 31 December 2025, no shares were issued to settle for goods or services
received.
These entities are principally engaged in the provision of e-commerce and technology-enabled
services in Mainland China. The acquisitions are in line with the Group’s strategic upgrade to expand
its commercial footprint and technological capabilities in the Asia-Pacific region
The total goodwill recognised in respect of the three acquisitions is £22,227, which is presented in
the consolidated statement of financial position.
1. Acquisition by Committed Capital Contribution - Yangwei HealthFood (Guangzhou) Co., Ltd
Control over Yangwei was obtained on 22 May 2025 (the “Acquisition Date”) pursuant to the
committed capital contribution arrangement. The Group holds 60% equity interest in Yangwei.
2. Acquisition by Committed Capital Contribution – Yitong Shuxin (Shenzhen) Technology Co., Ltd.
Control over Yitong Shuxin was obtained on 19 November 2025 (the “Acquisition Date”) pursuant
to the committed capital contribution arrangement. The Group holds 51% equity interest in Yitong
Shuxin.
3. Acquisition by Committed Capital Contribution – Yitong Yaojing (Shenzhen) Technology Co.,
Ltd.
Control over Yitong Yaojing was obtained on 13 November 2025 (the “Acquisition Date”) pursuant
to the committed capital contribution arrangement. The Group holds 51% equity interest in Yitong
Yaojing.
4. Goodwill
The total book value of identifiable assets acquired from the three entities was £113,582 and the total
book value of identifiable liabilities assumed was £155,183. The book values approximate their fair
values due to the short-term nature of the majority of the assets and liabilities, and accordingly have
been used as the basis for measuring the identifiable net assets acquired in accordance with IFRS 3.
Goodwill arising from the acquisitions amounts to £22,227, representing the excess of the total
committed capital contribution over the Group’s proportionate share of the identifiable net assets
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
46
acquired (measured at book value which approximates fair value).
These three business combinations are individually and collectively immaterial to the Group’ s
consolidated financial statements, and accordingly, the disclosures have been presented on an
aggregated basis in accordance with IFRS 3.
Such goodwill is mainly attributable to the expected synergies from business integration, expanded
market access in Mainland China, the specialised workforce and future growth potential of the e-
commerce and technology businesses.
(c) At 31 December 2025, the Company’s subsidiary undertakings were:
Subsidiary
undertaking
Country of
incorporatio
n
Principal activity
Precentage
of shares
held
Class of
shares
held
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
47
Fortune Capital
(HK)
Management
Limited
Hong Kong
Investment management,
asset management,
private equity fund
operation and capital
advisory services for
the group
100% Ordinary
SCG Holdings
Limited
British Virgin
Islands (BVI)
Top-level overseas
holding company,
holding equity of core
group subsidiaries,
conducting cross-
border investment and
asset allocation
100% Ordinary
SCG Group
Limited
Hong Kong
Group regional
headquarters,
responsible for overall
strategic planning,
financial management,
administrative
coordination and
resource integration in
the Asia-Pacific region
100% Ordinary
ePurse (UK)
Limited
United
Kingdom
Digital payment service
operation, electronic
wallet product
development and
promotion, and
provision of fintech
solutions in the
European market
100% Ordinary
ePurse (HK)
Limited
Hong Kong
Operation of electronic
wallet and cross-border
payment business in
Hong Kong and
Southeast Asia,
providing convenient
payment services for
individuals and
enterprises
58% Ordinary
Tengwuyang
Holdings
Limited
Hong Kong
Special-purpose holding
company, holding
equity of specific
business segments and
managing related
investment projects
75% Ordinary
Ptp media
Limited
Hong Kong
Media content
production, advertising
agency, digital
marketing and brand
promotion services
100% Ordinary
Sealand CG
LTD
United
Kingdom
UK regional holding
company, responsible
for the group's business
expansion, investment
management and
operational
coordination in the UK
100% Ordinary
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
48
and European markets
Glitter Connect
Group
Limited
Hong Kong
Holding platform for the
Glitter series business
segments, managing
equity of Glitter-related
subsidiaries and
coordinating global
business layout
100% Ordinary
Mercury Glitter
LTD
Cayman
Islands
Overseas financing and
investment platform,
undertaking equity
financing, overseas
investment and
international capital
operation for the group
100% Ordinary
Saturn Glitter
LTD
Cayman
Islands
Overseas asset holding
platform, holding the
group's overseas non-
core assets and
conducting long-term
value investment
100% Ordinary
Mercury Glitter
(BVI) LTD
British Virgin
Islands (BVI)
Special-purpose
investment vehicle,
responsible for the
group's cross-border
M&A projects and
equity investment in
emerging industries
100% Ordinary
Saturn Glitter
(BVI) LTD
British Virgin
Islands (BVI)
Asset management
platform, managing the
group's overseas
investment portfolio
and optimizing asset
structure
100% Ordinary
Mercury Glitter
(HK) LTD
Hong Kong
Asset management
platform, managing the
group's overseas
investment portfolio
and optimizing asset
structure
100% Ordinary
Saturn Glitter
(HK) LTD
Hong Kong
Asset management
platform, managing the
group's overseas
investment portfolio
and optimizing asset
structure
100% Ordinary
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
49
Yitong
(Shenzhen)
Holding
Group Co.,
Ltd.
Mainland
China
Group China
headquarters,
responsible for overall
strategic planning,
equity management,
financial control and
operational
coordination of all
subsidiaries in
mainland China
100% Ordinary
Yitong Jihui
(Shenzhen)
Technology
Co., Ltd.
Mainland
China
General technology
platform company,
providing underlying
technical support,
software development
and system integration
services for other
Yitong subsidiaries;
holding equity of
Taizhou and Qingdao
subsidiaries
51% Ordinary
Taizhou Huijia
Technology
Co., Ltd.
Mainland
China
R&D and production of
intelligent
manufacturing
equipment, industrial
software development
and technical services
for manufacturing
enterprises
100% Ordinary
Qingdao Yitong
Huizhi
Intelligent
Technology
Co., Ltd.
Mainland
China
R&D and application of
artificial intelligence
technology, Internet of
Things solutions and
smart city related
products
100% Ordinary
Yitong
Yaochuang
(Shenzhen)
Media
Information
Technology
Co., Ltd.
Mainland
China
Digital media content
production, short video
operation, live
broadcast e-commerce,
online advertising
placement and
integrated marketing
services
60% Ordinary
Yangwei Health
Food
(Guangzhou)
Co., Ltd.
Mainland
China
R&D, production, sales
and brand operation of
healthy food, functional
food and nutritional
supplements
60% Ordinary
Yitong Zhida
(Shenzhen)
Technology
Co., Ltd.
Mainland
China
Enterprise digital
transformation
consulting, SaaS
product development
and operation, big data
analysis and application
services
60% Ordinary
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
50
Yitong Shuxin
(Shenzhen)
Technology
Co., Ltd.
Mainland
China
Digital financial
technology research
and development,
blockchain technology
application and supply
chain financial service
solutions
51% Ordinary
Yitong Yaojing
(Shenzhen)
Technology
Co., Ltd.
Mainland
China
Smart park construction,
smart property
management system
development and
operation, and overall
solutions for smart
cities
51% Ordinary
Yitong Wanliu
(Shenzhen)
Technology
Co., Ltd.
Mainland
China
Cross-border e-
commerce platform
operation, supply chain
management,
international trade
services and overseas
warehouse
management
52% Ordinary
Yitong Jingxing
(Shenzhen)
Technology
Co., Ltd.
Mainland
China
Enterprise management
consulting, business
service outsourcing,
human resource
management and
administrative service
support for group
subsidiaries
100% Ordinary
During the year, there were no trading transactions with related parties.
24. EQUITY INSTRUMENT
24.1 Convertible Loan Notes
The Company constituted a unsecured convertible loan note (“CLNs”) instrument on 30 December
2024 (as amended on 6 November 2025). The CLNs are redeemable on or before the date falling 12
months following their grant. The holder of CLNs may elect to convert the CLNs into Shares at any
time prior to this date. A fixed rate interest coupon of 12% will be applied to the CLNs and be rolled-
up immediately upon issue by the Company of the respective tranche of CLNs. A facility fee of 5%
of the principal amount of each tranche shall be rolled up immediately upon advancement of the
respective tranche. The rolled-up interest, together with the facility fee, is payable on either the
maturity date of the relevant tranche of CLNs or upon conversion of them into Shares.
The conversion price of the CLNs is the lower of the 14-day volume weighted average price
(“VWAP”) preceding the giving of the conversion notice by the CLNs holder or the price set of the
last brokered placing undertaken by the Company, which is £0.0015 per share, provided that under
no circumstances will the conversion price be less than £0.0015 per Share. In the event that the CLNs
are converted, the Company has agreed to grant the holders of CLNs the following warrants: (a) one
A warrant for every conversion share issued, at an exercise price equal to 100% premium to the
conversion price and exercisable within 2 years from the date of grant of such warrants; and (b) one
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
51
B warrant for every conversion share issued, at an exercise price equal to 150% premium to the
conversion price and exercisable within 2 years from the date of grant of such warrants. In connection
with the allotment and issue of the Conversion Shares, the Company has agreed to grant the
Conversion A Warrants and the Conversion B Warrants.
£400,000 of the CLNs were subscribed on 30 December 2024 with consideration received on 14
January 2025, of which £75,000 (together with the accrued interest and facility fee) were converted
at a price of £0.0015 into 57,628,767 Shares on 7 November 2025, with 57,628,767 Conversion A
Warrants and 57,628,767 Conversion B Warrants granted.
Due to the unique circumstance of the Company’s share price at the time of issue, the whole CLNs
were classified as a derivative liability measured at fair value through profit or loss (FVTPL), without
recognizing a host debt contract.
The fair value of the derivative liabilities measured at FVTPL on initial recognition was £1,409,695,
resulting in a day-1 loss of £1,009,695. The total fair value loss recognised for the year ended 31
December 2025 was £1,111,314.
24.2 Derivatives liabilities
The movement in the carrying amount of the derivative liabilities during the year was as follows:
2025 | 2024 | |
£ | £ | |
Carrying amount at beginning of year | - | - |
Derivative liabilities at initial recognition | 1,409,695 | |
£75,000 conversion on 7 November 2025 | (10,591) | |
Revaluation on 7 November 2025 | 360,485 | |
Revaluation on 31 December 2025 | (248,275) | - |
Carrying amount at end of year | 1,189,996 | - |
| The finance expenses recognized during the year was as follows: | 2025 | 2024 |
£ | £ | |
Loss at initial recognition | 1,009,695 | |
Gain on conversion on 7 November 2025 | (10,591) | |
Loss on evaluation on 7 November 2025 | 360,485 | |
Gain on evaluation on 31 December 2025 | (248,275) | - |
Finance expenses | 1,111,314 | - |
On conversion of the £75,000 portion of the £400,000 CLNs on 7 November 2025, 57,628,767 shares
were issued at fair value of £187,293, with Class A warrant issued at fair value of £73,935 and Class
B warrant issued at fair value of £60,089 respectively.
The fair value of the embedded derivative was determined using the Black-Scholes option pricing
model. The significant inputs into the model at each valuation date were as follows:
31 Dec 2025 | 7 Nov 2025 | 30 Dec 2024 | |
Weighted average share price (£) | 0.0028 | 0.0033 | 0.00249 |
Expected volatility | 62.74% | 62.74% | 62.74% |
Expected remaining term | 0.25 years | 0.14 years | 1years |
Risk-free interest rate | 3.90% | 4.02% | 4.12% |
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
52
Expected dividend yield
0.00%
0.00%
0.00%
Expected volatility was determined by reference to the historical volatility of comparable listed
companies over a period consistent with the expected remaining term of the embedded derivative.
The share price used at initial recognition was a judgmental estimate based on pre-spike VWAP
(£0.00187) and subsequent market evidence (£0.00311), in accordance with IFRS 13 Fair Value
Measurement. This estimate reflects an uplift from historical illiquid pricing while applying a
discount to subsequent trading levels, representing the price at which an orderly transaction would
have occurred at the measurement date.
24.3 Warrants
Each warrant entitles the holder to subscribe for one ordinary share in the Company at the applicable
exercise price. The warrants do not confer rights to dividends or voting rights prior to exercise and
may be exercised at any time up to their contractual expiry date.
The exercise prices for the warrants issued in 2025 are as follows:
Placing warrants
£0.0025 warrants: £0.00250 per share
£0.0040 warrants: £0.00400 per share
CLNs warrants
Class A warrants: £0.00300 per share
Class B warrants: £0.00375 per share
The movement in warrants outstanding during the year was as follows:
Number of warrants | Weighted | Weighted | |
average | average | ||
exercise price | remaining | ||
(£) contractual life | |||
Outstanding at 1 January 2025 | - | - | - |
Placing warrants | 333,000,000 | 0.003000 | 2.82 years |
Issued on conversion of CLNs | 115,257,534 | 0.003375 | 2.82 years |
Exercised during the year | (87,000,000) | 0.002500 | 1.85 years |
Outstanding at 31 December 2025 | 361,257,534 | 0.003240 | 1.85 years |
Exercisable at end of year | 361,257,534 | 0.003240 | 2.53 years |
The weighted average remaining contractual life of the warrants outstanding at 31 December 2025
was 1.85 years (31 December 2024: nil).
Placing warrants
Placing warrants are outside the scope of IFRS 2, therefore no fair value has been assigned to the
placing warrants.
CLNs warrants
The fair value of the CLNs warrants issued was determined on the date of conversion using the Black-
Scholes option pricing model, amounting to £73,935 for Class A warrants and £60,089 for Class B
warrants. These amounts were recognised directly in equity within the warrant reserve.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
53
The significant inputs used in the valuation of warrants at the date of issue (7 November 2025) were
as follows:
Class A Warrants
Class B Warrants
Share price (£)
0.00325
0.00325
Exercise price (£)
0.00300
0.00375
Expected term (years)
2.00
2.00
Risk-free interest rate
3.80%
3.80%
Expected volatility
62.74%
62.74%
Expected dividend yield
0.00%
0.00%
25. FINANCIAL INSTRUMENTS
| The totals for each category of financial instruments are as follows: | ||
2025 | 2024 | |
Financial Assets | £ | £ |
Financial assets at FVTPL | 222,945 | - |
Financial assets at amortised cost | ||
Trade receivables | 1,183,629 | 31,664 |
Deposit, prepayment and other receivables | 571,450 | 11,821 |
Cash and bank balances | 112,534 | 18,461 |
2,090,558 | 61,946 | |
Financial Liabilities | ||
Financial liabilities at amortised cost | ||
Trade payables | 740,584 | 36,110 |
Advance from customers, other payables and accruals | 914,886 | 787,511 |
Amount due to an ex director | 1,290,494 | 859,807 |
Lease liabilities | 13,012 | 42,509 |
Current tax liabilities | 100,704 | - |
3,059,680 | 1,725,937 | |
Financial liabilities at FVTPL | 1,189,996 | - |
Total financial liabilities | 4,249,676 | 1,725,937 |
As at 31 December 2025, the Company held an investment in financial assets comprising a drawn-
down loan facility and attached warrants in unlisted entity EVOO AI Plc (EVOO CLNs). The EVOO
CLNs are measured at fair value with an initial cost of £200,000 and accrued interest of £22,945,
resulting in a total carrying amount of £222,945. The warrants were classified as FVTPL derivatives
and were assigned a nil fair value at inception and as at the reporting date.
This nil valuation reflects management's judgement based on: (1) inability to obtain reliable financial
information from EVOO despite best efforts; (2) change in the Company's investment strategy; (3)
substantive deed assignment discussions during 2025; and (4) subsequent post-balance sheet event
of EVOO's formal winding-up proceedings. The EVOO CLNs were classified as FVTPL as it is
managed and evaluated on a fair value basis in accordance with the Group's investment strategy.
All financial assets and liabilities measured at fair value are classified as Level 3 in the fair value
hierarchy, as their valuation involves significant unobservable inputs.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
54
27. SUBSEQUENT EVENTS
Since 31 December 2025, the Group completed the following transactions and events:
In March 2026, the Group completed a series of equity financing transactions raising approximately
£9 million in aggregate gross proceeds:
On 11 March 2026, the Company entered into a subscription agreement with Mr. Siqi Cao, an
Executive Director, pursuant to which he subscribed for 444,371,233 new ordinary shares at a price
of £0.0010 per share, raising approximately £444,731, with admission to trading becoming effective
on 16 March 2026.
On 30 March 2026, the Group completed the drawdown of the remaining CLNs and converted all
outstanding convertible loan notes with a total principal amount of £5,925,000, together with all
accrued interest and facility fees, and the concurrent exercise of Conversion A Warrants by Mr. Siqi
Cao, which raised an additional £2,735,629.
These transactions have materially strengthened the Group’s balance sheet and have provided
additional financial resources to support the execution of its strategic objectives.
On 2 April 2026, Dr. Thomas Sawyer stepped down from his role as Chief Executive Officer of the
Company, and Mr. Siqi Cao, currently an Executive Director and the Company's largest shareholder,
was appointed as the new Chief Executive Officer with immediate effect. Dr. Sawyer will continue
to support the Company to ensure an orderly handover.
On 27 April 2026, the Company assigned the £200,000 EVOO CLNs, together with associated rights,
to VBG Consulting Holdings Limited for a consideration of £250,000. £150,000 were received at the
date of approval of the financial statements.