SEED CAPITAL SOLUTIONS PLC ESEF Annual Report, Nov 18, 2025

SEED CAPITAL SOLUTIONS PLC (XLON:SCSP)

ESEF Annual Report 2025-11-18 For: 2025-06-30

View Original

Added on September 23, 2026

Directors	Mr. D Greef
	Mr. J Zorbas
	Mr. S Karupiah
	Mr. A Robinson


Company number	11115718

Registered office	80 Cheapside
	London
	EC2V 6EE


Auditor	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG


Company Secretary	Kitwell Administration Limited
	High Turnshaw Farm
	Pickles Hill
	Oldfield
	BD22 0RY


Registrar	Avenir Registrars Limited
	5 St John's Lane
	London EC2 4BH


Solicitors	Hill Dickinson LLP
	The Broadgate Tower
	20 Princess Street
	London EC2A 2EW

	Page

Chairman's statement	1

Strategic report	2 - 3

Directors' report	4 - 5

Corporate governance statement	6 - 9

Directors' responsibilities statement	10

Directors' remuneration report	11 - 13

Independent auditor's report	14 - 21

Statement of comprehensive income	22

Statement of financial position	23

Statement of changes in equity	24

Statement of cash flows	25

Notes to the financial statements	26 - 38

	30 June 2025	30 June 2024
	£	£
Cash balances	211,400	518,144
Loss before taxation	(420,397)	(262,412)

•	Acquisition risk: Failure to identify or secure suitable acquisition targets on acceptable terms.
•	Liquidity risk: Ongoing costs associated with due diligence or potential acquisitions place pressure on cash resources, with no guarantee that funds expended will result in a successful transaction.
•	Funding risk: The possibility that additional equity funding or other financing may be required but not secured, impacting the Company's ability to execute its strategy.
•	Implementation risk: Even if an acquisition is completed, integration challenges or failure of the target to deliver expected returns could impact performance.

•	so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
•	the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

	Board meetings	Audit	Remuneration
		Committee	Committee
Total meetings held in the year	8	2	1

Damion Greef	8/8	N/A	1/1
John Zorbas	8/8	N/A	N/A
Segar Karupiah	8/8	2/2	N/A
Avi Robinson	8/8	2/2	1/1

•	select suitable accounting policies and then apply them consistently;
•	make judgments and accounting estimates that are reasonable and prudent;
•	state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

	Salary	Share	Fees	Total
		based
		payment
	£	£	£	£
Damion Greef	14,000	36,400	-	50,400
Avi Robinson	14,000	16,600	-	30,600
John Zorbas	-	13,200	75,000	88,200
Segar Karupiah	14,000	16,600	14,400	45,000
	42,000	82,800	89,400	214,200

	Number % age of issued share
		capital
Damion Greef	10,000,000	5.39%
John Zorbas	10,000,000	5.39%
	20,000,000	10.78%

	Number	% age of total
		warrants
John Zorbas	8,000,000	31.60%
Damion Greef	5,333,333	21.07%
Segar Karupiah	2,000,000	7.90%
Avi Robinson	2,000,000	7.90%
	17,333,333	68.47%

•	give a true and fair view of the state of the Company's affairs as at 30 June 2025 and of its loss for the year then ended;
•	have been properly prepared in accordance with UK adopted IFRSs; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

•	Obtaining and reviewing management's going concern assessment for a period to 31 October 2026 which included the cash flow projections;
•	Scrutinising and challenging the assumptions used in the model to assess for reasonableness and if they are in line with our understanding of the affairs of the Company and audit knowledge;
•	Holding relevant discussions with management about the plans for the Company, the underlying risks and uncertainties and also the rationale behind management assessment that the going concern assumption is appropriate on the basis that the Directors have no intention to liquidate the Company, cease trading or curtail materially the scale of operations and with the anticipated acquisition, they have the realistic alternative that does not necessitate them to do so; and
•	Reviewing the appropriateness of the disclosures on going concern in the financial statements.

•	the overall audit strategy,
•	the allocation of resources in the audit; and
•	directing the efforts of the engagement team.

•	Areas of higher risks of material misstatement or significant risks identified in accordance with ISA (UK) 315
•	Significant audit judgements on financial statement line items that involved significant management judgement such as accounting estimates, and
•	The impact of significant events and transactions during the period covered by the audit.

Key audit matter		How we addressed the key audit matter in the audit
	Presumed risk of management override	We have analysed the journals made in the year and determined the risk criteria for identifying higher risk journals. Subsequently significant, unusual or unexpected journal postings have been investigated and verified.
	We are required to consider and respond to the risks arising from management override of controls.	We have undertaken the following procedures (but not limited to) to address the risk arising from management override of controls:
	The risk of misappropriation of assets and the risks of misrepresentation of financial information.	●	Reviewed, assessed and documented the systems and controls implemented around posting of journals;
	Management is in a unique position to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively. Although the level of risk of management override of controls will vary from entity to entity, the risk is nevertheless present in all entities. Due to the unpredictable way in which such override could occur, it is a risk of material misstatement due to fraud and thus a significant risk on all audits. Our audit methodology incorporates the risk of management override as a default significant risk.	●	Reviewed and tested a sample of journal entries made as part of the year-end financial reporting process and those made in the period. Where considered necessary we made further inquiries regarding any seemingly inappropriate or unusual journal or other adjustments;
		●	Identification of high-risk journals and unusual journals, if any, as part of our review of the process and made further enquiries and tested those journals, where relevant;
		●	Assessed the appropriateness of accounting for significant transactions that are outside the Company's normal course of business or are otherwise unusual. We have reviewed the key controls and perform walkthrough tests as part of our Business Processes work and determined any weaknesses which could lead to management override; and
		●	We have considered and reviewed journals posted around areas requiring judgement or estimates and tested the appropriateness of journals posted and the judgements and estimates made by management.
	Key observations:	Based on the procedures performed and for the samples selected, we have not come across any seemingly unusual or unauthorised journals without a valid business purpose nor any indications of management override.

	Salary	Fees	Total
	£	£	£
Damion Greef	24,000	-	24,000
Mike Hirschfield	22,774	7,200	29,974
Avi Robinson	7,334	-	7,334
Segar Karupiah	22,000	16,800	38,800
	76,108	24,000	100,108


New risk	Identified in the prior
	year

Accounting and valuation of share-based payments (SBP) (Warrants)	We have undertaken the following procedures (but not limited to) to satisfy ourselves as to the accounting and valuation of warrants:
The risk that the accounting treatment is incorrect, and valuation of warrants is materially misstated because of the use of incorrect inputs, incorrect valuation model, underlying assumptions which may be unreasonable, and estimates and judgments involved in the use of such inputs.	●	We have obtained and reviewed the management paper and working on the accounting treatment and valuation of the share-based payments (warrants) in line with IFRS 2. Management have used the Black Scholes model for the purpose of valuing warrants which is considered to be an appropriate method by the audit team. Moreover, given these are equity settled share-based payments, we concur with management's treatment to account for the grant date fair value of such warrants as the expense charge with a corresponding credit to equity;
During the year, pursuant to the Board meeting on 21 March 2025, the Company issued 17m warrants which have vested immediately with no conditions attached.	●	We performed a recalculation of the valuation and compared the results to that of management to confirm the accuracy and reasonableness of the valuation and thereby also challenging management used inputs and valuation. One of the key inputs being the volatility percentage, we performed a desk-top review of similar comparable companies i.e ultra-low market cap., potentially shell type etc. and challenged management arrived percentage and challenged for reasonableness;
In addition, pursuant to the Board meeting dated 12 March 2025, it was resolved that Directors fees starting February 2025 which were initially accrued for at year end amounting to £30,000 will be settled in shares at the transaction price of the acquisition.	●	We obtained the warrant certificates as supporting evidence and corroborated the details therein to the calculations;
	●	We also challenged management that the accrual in relation to the suspension of Directors fees is tantamount to a share based payment per guidance under IFRS 2. Given the shares are in lieu of their services which have a value based on an employment contract and that the shares allotted will be to the value of such services regardless of the price at the time of acquisition, in this case the fair value of equity instruments is equal to the fair value of the services and as a result, the expense charge for the year has been recorded as a SBP charge with a corresponding credit to SBP reserve under equity; and
	●	We have also reviewed the disclosures in the financial statements to confirm these are appropriate.
Key observations	Based on the procedures performed, we concur with management's accounting treatment and reasonableness of the valuation of warrants. No material misstatements have been noted.

		2025	2024
	Notes	£	£
Other operating income	4	111,420	-
Administrative expenses		(445,416)	(262,412)
Share based payment charge		(86,401)	-

Operating loss	5	(420,397)	(262,412)

Income tax expense	9	-	-

Loss and total comprehensive income for the year	16	(420,397)	(262,412)


Loss per share	10
Basic		(0.23)p	(0.14)p
Diluted		(0.23)p	(0.14)p

•	the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
•	the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

•	adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
•	the Company financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of directors' remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

•	Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
•	The evaluation of management's controls designed to prevent and detect irregularities;
•	The identification and review of manual journals, in particular journal entries which shared key risk characteristics; and
•	The review and challenge of assumptions, estimates and judgements made by management in their recognition of accounting estimates.

	Share capital	Share	Share based	Retained	Total
		premium	payments	earnings
		account	reserve
	£	£	£	£	£

Balance at 1 July 2023	463,515	539,326	22,447	(302,891)	722,397

Year ended 30 June 2024:
Loss and total comprehensive income	-	-	-	(262,412)	(262,412)

Balance at 30 June 2024	463,515	539,326	22,447	(565,303)	459,985

Year ended 30 June 2025:
Loss and total comprehensive income	-	-	-	(420,397)	(420,397)
Share based payments	-	-	86,401	-	86,401

Balance at 30 June 2025	463,515	539,326	108,848	(985,700)	125,989

	Company information
	Seed Capital Solutions plc (the “Company”) is a public company limited by shares and incorporated in the United Kingdom. The registered office is 80 Cheapside, London, EC2V 6EE. The Company's principal activities and nature of its operations are disclosed in the Directors' report.

1.1	Accounting convention
	The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

	The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

	The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year or in the year of revision and future years if the revision affects both current and future years.

	The financial statements are prepared in sterling, which is the functional and presentation currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

	The financial statements were approved and authorised for issue by the Board on 28 October 2025.

	The financial statements have been prepared under the historical cost convention, unless otherwise specified within these accounting policies and in accordance with UK adopted IFRS and the Companies Act 2006.

	The principal accounting policies adopted are set out below.

1	Accounting policies

1.2	Going concern
	The Directors have assessed the Company's financial position and future prospects in light of its audited results for the year ended 30 June 2025 and the strategic developments announced on 28 May 2025 regarding the proposed Acquisition of 4DM.

	As at 30 June 2025, the Company reported a loss before taxation of £420,397 (2024: Loss £262,412) and held a cash balance of £211,400 (2024: £518,144). The reduction in cash reflects ongoing operational costs and preparatory expenses associated with the proposed Acquisition.

	The Directors have prepared cash flow forecasts that reflect the Company's current financial position and anticipated costs associated with the Acquisition process. These forecasts indicate that the Company has sufficient resources to meet its obligations through to 31 October 2026. However, the forecasts are sensitive to the timing and outcome of the Acquisition, associated regulatory approvals and associated capital market fund raise.

	The principal risk to the Company's going concern status is the unavailability of cash and/or other funding facilities in the period leading up to the fund raise and completion of the transaction and also the uncertainty surrounding the completion of the Acquisition and the associated capital market fundraise required to support the enlarged group's operations. The Directors are confident that there are mitigating factors in place, including access to debt funding should it be required, to continue in operations up to the point of fundraise. Should the Acquisition not proceed or market conditions not support a successful fundraise, the Company may be required to seek alternative sources of financing or reassess its strategic direction.

	Accordingly, while the Directors remain confident in the Company's ability to execute its strategic plans, they acknowledge that a material uncertainty exists which may cast significant doubt on the Company's ability to continue as a going concern. The financial statements have therefore been prepared on a going concern basis, with appropriate disclosures made in the notes to the accounts.

1	Accounting policies

1.3	Cash and cash equivalents
	Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.

	Trade and other receivables
	Trade and other receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating cycle of business if longer), they are classified as current assets. If not, they are presented as non-current assets.

	Trade and other receivables are measured at amortised cost. A loss provision is recognised based on the lifetime expected loss of trade and other receivables, being the expected shortfalls in contractual cash flows, taking into account the potential for default at any point during the life of the receivable.

	Trade and other payables
	Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of business if longer). If not, they are presented as non-current liabilities.

	Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

1.4	Financial assets
	The Company's financial assets comprise cash and cash equivalents and trade and other receivables. All financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

	•	held at amortised cost;
	•	fair value through profit or loss (FVTPL);
	•	fair value through other comprehensive income (FVOCI).

	In the periods presented the Company does not have any financial assets categorised as FVOCI.

	The classification is determined by both:
	•	the entity's business model for managing the financial asset;
	•	the contractual cash flow characteristics of the financial asset.

	*Financial assets at fair value through profit or loss*
	Financial assets that are held within a different business model other than ‘hold to collect' or ‘hold to collect and sell' are categorised at fair value through profit and loss. Further, irrespective of business model financial assets whose contractual cash flows are not solely payments of principal and interest are accounted for at FVTPL. All derivative financial instruments fall into this category, except for those designated and effective as hedging instruments, for which the hedge accounting requirements would apply.

	Assets in this category are measured at fair value with gains or losses recognised in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions or using a valuation technique where no active market exists. In the periods presented the Company does not have any financial assets categorised as FVTPL.

	*Financial assets held at amortised cost*
	Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
	•	they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows;
	•	the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

1.5	Financial liabilities
	The Company's financial liabilities comprise trade and other payables. Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest rate method, less settlement payments.

	Gains or losses from derecognition of financial liabilities are recognised in the statement of profit or loss.

	When the terms of a financial liability are modified the Company needs to consider whether that modification is substantial. If the modification is considered substantial the original financial liability is derecognised and a new financial liability is recognised at fair value.

1	Accounting policies

1.6	Equity instruments
	Share capital is determined using the nominal value of shares that have been issued. Share premium is calculated by deducting the nominal value of shares issued and related issue costs from the value of shares issued.

	The share-based payments reserve reflects the share-based payments charge on warrants granted by the Company.

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

1.7	Taxation
	The tax expense represents the sum of the tax currently payable and deferred tax.

	*Deferred tax*
	Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

	The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

	No deferred tax asset has been recognised in respect of the accumulated tax losses at the end of the year as the directors consider that the Company was at a stage of development which is too early to determine the future profitability of the project.

1	Accounting policies

1.8	Employee benefits
	The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

	Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

	Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. Where these have fully vested, the fair value determined at the grant date is charged to the income statement in full with a corresponding adjustment made to equity as share based payment reserve.