SEED CAPITAL SOLUTIONS PLC ESEF Annual Report, Oct 6, 2026
SEED CAPITAL SOLUTIONS PLC (XLON:SCSP)
ESEF Annual Report
2026-10-06
For: 2026-06-30
View Original
Added on
October 07, 2026
21 September 2026
SEED CAPITAL SOLUTIONS PLC
(“SCS” or the “Company”)
SECOND INTERIM REPORT
Chairman's Statement
During the financial period under review, the Company reported a net loss of £92,600 (year to 30 June 2026: £616,600, six months to 30 June 2025: £287,400, year to 30 June 2025: £420,400), being the administrative expenses incurred net of other income of £100 in the current period (year to 30 June 2026: £33,800, six months to 30 June 2025: £nil, year to 30 June 2025: £111,400). As at 30 June 2026, the Company had a cash in bank balance of £10,900 (31 December 2025: £14,700, 30 June 2025: £211,400).
On 10 July 2026, the Company announced that its proposed acquisition of Cuarta Dimension Medica SL ("4DM"), a company incorporated in Spain, had been terminated. The Company had previously announced that, as SCS is a foreign investor, the acquisition of 4DM would be subject to prior authorisation by the Spanish Ministry of Economy, Trade and Business due to 4DM being active in a strategic sector (artificial intelligence). The Company was subsequently informed by 4DM that such authorisation would not be forthcoming and, accordingly, discussions were terminated.
Following termination of the proposed acquisition of 4DM, the Company has obtained the necessary shareholder authorities to undertake an equity fundraising (“Fundraising”). The Board intends to complete the Fundraising to enable the Company to satisfy its ongoing obligations, settle certain professional liabilities (“Creditor Settlement”) and provide some initial capital to pursue suitable acquisition and investment opportunities.
The Company will subsequently make a request to the FCA to lift the temporary suspension of its listing on the Official List of the FCA of its ordinary shares of £0.0025 each on completion of the Creditor Settlement and Fundraising.
Damion Greef, Chairman
Interim Management Report
Company Objective
The Company has been formed for the purpose of acquiring a business or businesses operating in market sectors that display strong environmental, social and governance (“ESG”) credentials, thereby benefitting from the current trend of superior performance aligned with increased investor appetite. The Company is not geographically focused on any one or specific country or region, but rather opportunity focused hence any potential acquisition opportunities will not be limited by jurisdiction or geographic region.
The Company was admitted to the Standard Listing of the London Stock Exchange on 11 April 2023. On 29 July 2024, as a result of the new UK Listing Rules of the Financial Conduct Authority becoming effective on that date, the listing was transferred from the ‘Standard' segment to the ‘Equity shares (shell companies)' category. Since listing, the Directors have targeted socially conscious technology-based organisations which are capable of generating sustainable long-term growth for investors. The Company's initial focus has been to identify opportunities to acquire companies with undervalued or pre-commercialisation technologies, or current commercialisation technologies which, when applied, produce cost savings or revenue enhancement for customers. These commercial advantages could offer market and sector beating performance potential whilst fulfilling the Company's ESG assessment criteria.
Principal Risks and Uncertainties
The principal risks currently facing the Company are:
• | Funding risk: The Company may require additional equity funding or other financing to meet its obligations and execute its strategy. There can be no certainty that such funding will be available on acceptable terms or at all. | |
• | Acquisition risk: There can be no certainty that the Company will identify a suitable acquisition opportunity or, having identified one, be able to complete a transaction on acceptable terms. | |
• | Liquidity risk: Ongoing costs associated with identifying and evaluating potential acquisitions place pressure on cash resources, with no guarantee that funds expended will result in a successful transaction. |
The Directors believe their collective experience and network will mitigate these risks but acknowledge that outcomes remain dependent on both market conditions and regulatory approvals.
Related Party Transactions
Details of related party transactions are set out in note 5 to this second interim report.
Responsibility Statement
The Directors are responsible for preparing the Interim Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority (‘DTR') and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34).
The Directors, being John Zorbas (CEO), Damion Greef (Non-Executive Chairman), Segar Karupiah (CFO) and Avi Robinson (Non-Executive Director), confirm that, to the best of their knowledge:
• | the interim financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and | |
• | the interim financial statements have been prepared in accordance with IAS 34 and DTR 4.2.7 and DTR 4.2.8, and they give a fair review of: | |
- important events that have occurred during the first and second six months of the accounting period; | ||
- the impact of those events on the financial statements; | ||
- a description of the principal risks and uncertainties for the remaining six months of the financial year; | ||
- details of any related party transactions that have materially affected the Company's financial position or performance in the six months ended 30 June 2026; and | ||
- any changes in the related party transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year. |
By order of the Board
Damion Greef, Chairman
21 September 2026
Condensed Statement of Comprehensive Income (unaudited)
6 months | 12 months | 6 months | 12 months | ||
30 June | 30 June | 30 June | 30 June | ||
2026 | 2026 | 2025 | 2025 | ||
Note | Unaudited | Unaudited | Unaudited | Audited | |
£'000 | £'000 | £'000 | £'000 | ||
Other operating income | |||||
Administrative expenses | ( | ( | ( | ( | |
Share based payments | |||||
charge | ( | ||||
Operating loss | ( | ( | ( | ( | |
Loss on ordinary activities | ( | ( | ( | ( | |
before taxation | |||||
Income tax expense | |||||
Loss after taxation | ( | ( | ( | ( | |
Other comprehensive inco | |||||
me | |||||
Total comprehensive loss | ( | ( | ( | ( | |
attributable to | |||||
owners of the parent | |||||
Loss per share: | |||||
Basic and diluted (pence) | 3 | ( | ( | ( | ( |
Condensed Statement of Financial Position as at 30 June 2026 (unaudited)
30 June 31 December | 30 June | ||||
2026 | 2025 | 2025 | |||
Note | Unaudited | Unaudited | Audited | ||
£'000 | £'000 | £'000 | |||
Current assets | |||||
Trade and other receivables | |||||
Cash at bank and in hand | |||||
Total assets | |||||
Current liabilities | |||||
Trade and other payables | ( | ( | ( | ||
Total current liabilities | ( | ( | ( | ||
Total liabilities | ( | ( | ( | ||
Net (liabilities) / assets | ( | ( | |||
Equity | |||||
Share capital | 4 | ||||
Share premium | |||||
Share based payments reserve | |||||
Reserves | ( | ( | ( | ||
Shareholders' funds | ( | ( | |||
Condensed Statement of Changes in Equity
For the six-month period ended 30 June 2026 (unaudited)
Share | |||||
Share | Share | based | Retained | Total | |
capital | premium | payment | profits | equity | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Balance at 1 July 2024 | ( | ||||
Loss for the period | ( | ( | |||
Balance at 31 December 2024 | ( | ||||
Loss for the period | ( | (262.4) | |||
Share based payment charge | |||||
Balance at 30 June 2025 | ( | ||||
Loss for the period | ( | ( | |||
Balance at 31 December | |||||
2025 | ( | ( | |||
Loss for the period | ( | ( | |||
Balance at 30 June 2026 | ( | ( |
Condensed Statements of Cash Flows
For the six-month period ended 30 June 2026 (unaudited)
6 months | 12 months | 6 months | 12 months | |
30 June | 30 June | 30 June | 30 June | |
2026 | 2026 | 2025 | 2025 | |
Unaudited | Unaudited | Unaudited | Audited | |
£'000 | £'000 | £'000 | £'000 | |
Cash flow from operating activities | ||||
Loss before taxation | ( | ( | (262.4) | ( |
Share based payments charge | ||||
Operating cash flows before movements in | ||||
working capital | ( | ( | ( | ( |
Decrease/(increase) in trade and other | ( | ( | ||
receivables | ||||
Increase/(decrease) in trade and other | ||||
payables | ||||
Cash (absorbed) / generated from working | ( | ( | ||
capital movements | ||||
Cash flows from operating activities | ( | ( | ( | ( |
Proceeds from share issue | ||||
Share issue costs | ||||
Net cash generated from financing activities | ||||
Net increase/(decrease) in cash & cash | ( | ( | ( | ( |
equivalents | ||||
Cash and equivalent at beginning of the | ||||
period | ||||
Cash and equivalent at end of the period |
NOTES TO THE FINANCIAL INFORMATION
1. | GENERAL INFORMATION AND PRINCIPAL ACTIVITIES |
The Company is incorporated in England and Wales public limited company with company number 11115718.
The registered office of the Company is 80 Cheapside, London EC2V 6EE.
This financial information is for the Company only. The Company has one subsidiary undertaking, 4Dimension AI Limited (“4DAI”), which was incorporated on 20 May 2026 as part of the then proposed acquisition of Cuarta Dimension Medica SL (“4DM”), which has subsequently been aborted. 4DAI remains dormant. As part of those same arrangements, the Directors approved a resolution to alter the Company's ARD from 30 June to 31 December.
The principal place of business of the Company is in the United Kingdom.
The interim financial statements are presented to the nearest thousand Pounds Sterling (£'000), which is the presentational currency of the Company.
2. | BASIS OF PREPARATION |
Following a resolution to alter the Company's ARD from 30 June to 31 December, the current statutory financial period has been extended to cover the 18-month period from 1 July 2025 to 31 December 2026. These unaudited condensed second interim financial statements cover the second six-month block (1 January 2026 to 30 June 2026) and the cumulative initial twelve-month period (1 July 2025 to 30 June 2026) of this 18-month cycle.
The comparative figures presented for the statement of profit or loss cover the 6-month and 12-month periods ended 30 June 2025. Investors should note that subsequent statutory accounts will cover an 18-month period, meaning that the full-year figures will not be directly comparable to previous 12-month reports.
These accounts have been prepared in accordance with IAS 34, Interim Financial Reporting.
The principal accounting policies used in preparing the interim results are the same as those applied in the Company's Financial Statements as at and for the period ended 30 June 2025.
A copy of the audited financial statements for the period ended 30 June 2025, which was prepared under IFRS, is available on the Company's website.
This condensed interim report, which has not been audited or reviewed by auditors, was approved by the Directors on 21 September 2026.
Going concern
The Directors have considered the Company's cash position, current liabilities, creditor settlement arrangements, shareholders' deficit position, and proposed equity fundraising in assessing the Company's ability to continue as a going concern. The Directors maintain cash flow projections that reflect the current position and anticipated cash funding inflows and cost outflows to assess the Company's ability to meet its obligations. These projections are sensitive to timing and outcome of anticipated funding activities. The principal risk to the Company's going concern status is the ability to close its equity funding exercise. Whilst the Directors remain confident in the Company's ability to execute its equity funding plans, they acknowledge that a material uncertainty exists which may cast significant doubt on the Company's ability to continue as a going concern. The second interim statement has therefore been prepared on a going concern basis, with appropriate disclosures made in the notes to the accounts.
3. | LOSS PER SHARE |
The loss per share information is as follows:
6 months | 12 months | 6 months | 12 months | |
30 June | 30 June | 30 June | 30 June | |
2026 | 2026 | 2025 | 2025 | |
Unaudited | Unaudited | Unaudited | Audited | |
Loss after taxation (£'000) | (92.6) | (616.6) | (287.4) | (420.4) |
Weighted average number of | ||||
ordinary shares | 185,406,000 | 185,406,000 | 185,406,000 | 185,406,000 |
Basic loss per share (pence) | (0.05) | (0.33) | (0.16) | (0.23) |
4. | SHARE CAPITAL |
31 | |||
30 June | December | 30 June | |
2026 | 2025 | 2025 | |
Unaudited | Unaudited | Audited | |
£000 | £000 | £000 | |
Ordinary shares allotted, called up and | |||
issued of £0.0025 each | |||
185,406,000 issued and fully paid | 463.5 | 463.5 | 463.5 |
At 30 June 2026, the Company had the following warrants in issue:
6 & 12 months ended | 6 months to | Year to | ||||
30 June 2026 | 30 June 2025 | 30 June 2025 | ||||
Weighted | Number | Weighted | Number | Weighted | Number | |
Average | Average | Average | ||||
exercise | exercise | exercise | ||||
price | price | price | ||||
(p) | (p) | (p) | ||||
Outstanding at the | 1.041 | 25,313,532 | 1.125 | 8,313,532 | 1.125 | 8,313,532 |
beginning of the | ||||||
period | ||||||
Granted during the | - | - | 1.000 | 17,000,000 | 1.000 | 17,000,000 |
period | ||||||
Exercised during | - | - | - | - | - | - |
the period | ||||||
Outstanding at the | 1.041 | 25,313,532 | 1.041 | 25,313,532 | 1.041 | 25,313,532 |
end of the period | ||||||
Exercisable at the | 1.041 | 25,313,532 | 1.041 | 25,313,532 | 1.041 | 25,313,532 |
end of the period | ||||||
All of these warrants vested immediately and have a five-year contractual life.
Nature and purpose of reserves
Share based payments
The share based payments reserve reflects the share based payments charge on warrants granted by the Company.
5. | RELATED PARTY TRANSACTIONS |
Segar Karupiah, a director of the Company, has invoiced the Company for his services via Danmar Management Limited, a wholly-owned service company. In the six months to 30 June 2026, the total amount invoiced to the Company was £6,000 (year to 30 June 2026: £12,000, six months to 30 June 2025: £6,000, year to 30 June 2025: £12,000).
John Zorbas, a director of the Company, has invoiced the Company for his services via a wholly-owned service company. In the six months to 30 June 2026, the total amount invoiced to the Company was £37,500 (year to 30 June 2026: £75,000, six months to 30 June 2025: £50,000, year to 30 June 2025: £75,000).
6. | SEASONAL OR CYCLICAL FACTORS |
There are no seasonal factors that materially affect the operations of the company.
7. | EVENTS AFTER THE REPORTING DATE |
On 10 July 2026, the Company announced that its proposed acquisition of Cuarta Dimension Medica SL (“4DM”), a company incorporated in Spain, had been terminated. The Company had previously announced that, as SCS is a foreign investor, the acquisition of 4DM would be subject to prior authorisation by the Spanish Ministry of Economy, Trade and Business due to 4DM being active in a strategic sector (artificial intelligence). The Company was subsequently informed by 4DM that such authorisation would not be forthcoming and, accordingly, discussions were terminated.
On 18 August 2026, the Company announced that it has agreed to settle up to £125,000 of professional creditors through the issue of new ordinary shares and a further £50,000 in cash.
On 17 September 2026, the Company held two general meetings at which shareholders approved the authorities required to issue new shares and disapply statutory pre-emption rights, together with the adoption of amended Articles of Association to address the requirements applicable to the Company under the UK Listing Rules.
There are no other events since the reporting date which require reporting.
- ENDS -
This announcement contains inside information for the purposes of article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) ("UK MAR").
FOR FURTHER INFORMATION, PLEASE CONTACT:
Seed Capital Solutions plc | Tel: +44 (0)1535 647 479 |
Damion Greef, Chairman | |
Brand Communications | Tel: +44 (0) 7976 431608 |
Public & Investor Relations | |
Alan Green |
ABOUT SEED CAPITAL SOLUTIONS PLC
Seed Capital Solutions Plc (LON: SCSP) has been formed for the purpose of acquiring a business or businesses operating in market sectors that can display strong ESG credentials, thereby benefitting from the current trend of superior performance and increased investor appetite.