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Source - LSE Regulatory
RNS Number : 7695J
Seed Capital Solutions PLC
28 October 2024
 

      

         28 October 2024                                          SEED CAPITAL SOLUTIONS PLC

 

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

 

Annual Financial Report for financial year ended 30 June 2024

 

Seed Capital Solutions plc (LON: SCSP), a Company formed for the purpose of acquiring a business or businesses operating in market sectors that can display strong ESG credentials, is pleased to announce its audited annual financial results for the financial year ended 30 June 2024.

 

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

 

The Company has yet to commence any commercial activities, so as a result its key performance indicators are limited to cash balances and expenses incurred, measured as loss before taxation as follows in £ (GBP):

 

                                                                                       30 June 2024                       30 June 2023

Cash Balances                                                                  518,144                                  517,279

Loss Before Taxation                                                      (262,412)                                (174,781)

 

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

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

Seed Capital Solutions plc

 

 

 

Chairman Damion Greef

Website: https://seedcapitalsolutionsplc.com/

 

Brand Communications

 

Tel: +44 (0)1535 647 479

 

 

 

Public & Investor Relations

 

Tel: +44 (0) 7976 431608

 

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.

 

Text Box: Company registration number 11115718 (England and Wales)
Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: ANNUAL REPORT AND FINANCIAL STATEMENTS
Text Box: FOR THE YEAR ENDED 30 JUNE 2024


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: COMPANY INFORMATION


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: CONTENTS
Text Box: Page


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: CHAIRMAN'S STATEMENT
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: I am pleased to present the Financial Statements of Seed Capital Solutions plc (“the Company”) for the year ended 30 June 2024. The Directors have reviewed several companies within the year but no compelling opportunities have presented themselves. The Directors continue to actively review opportunities and will inform shareholders in due course when an acquisition target is found. I look forward to updating shareholders on progress in the future.
Text Box: - 1 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: STRATEGIC REPORT
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: The directors present the strategic report for the year ended 30 June 2024.
Text Box: - 2 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: STRATEGIC REPORT (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: - 3 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: STRATEGIC REPORT (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: On behalf of the board
Text Box: - 4 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: DIRECTORS' REPORT
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: The directors present their annual report and financial statements for the year ended 30 June 2024.
Text Box: - 5 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: DIRECTORS' REPORT (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: On behalf of the board
Text Box: - 6 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: DIRECTORS' RESPONSIBILITIES STATEMENT
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: The directors are responsible for preparing this annual report and the financial statements in accordance with applicable law and regulations and UK-adopted international accounting standards. Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the financial statements in accordance with UK adopted International Financial Reporting Standards (‘’IFRSs’’). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and accounting estimates that are reasonable and prudent; • state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Text Box: - 7 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: DIRECTORS’ REMUNERATION REPORT
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: Remuneration Policies (unaudited) The Directors’ remuneration primarily comprises a base fee or salary. Directors also receive reimbursement for expenses incurred whilst performing services for the Company. Service contracts (unaudited) There are Directors who through a Company which they hold beneficial interest in, have also entered into service agreements with the Company and continue to be engaged under these agreements until terminated by the Company. Further details can be found in the remuneration table below and note 16 to the financial statements. In the event of termination or loss of office, the Director is entitled only to payment of their basic salary in respect of the notice period. In the event of termination or loss of office in the case of a material breach of contract the Director is not entitled to any further payment. The Board is of the view that share ownership by Directors strengthens the link between their personal interests and those of shareholders. UK Performance graph The Directors have considered the performance graph showing the performance of the shares of the Company from the date of admission against a related index, in this case, the index used is FTSE World Index UK.
Text Box: - 8 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: DIRECTORS’ REMUNERATION REPORT (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: Remuneration approved for the Directors’ during the year ended 30 June 2024 was: Salary Fees Total £ £ £ Damion Greef 24,000 - 24,000 Mike Hirschfield 22,774 7,200 29,974 Avi Robinson 7,334 - 7,334 Segar Karupiah 22,000 16,800 38,800 76,108 24,000 100,108 Remuneration approved for the Directors’ during the year ended 30 June 2023 was : Salary Bonus Fees Share-based payments Total £ £ £ Damion Greef 6,000 8,000 - 3,600 17,600 Mike Hirschfield 6,000 8,000 4,800 3,600 22,400 Derek Ward 8,000 8,000 - 3,600 19,600 Segar Karupiah - - 2,400 - 2,400 20,000 24,000 7,200 10,800 62,000 There were no performance measures or targets associated with any aspect of Directors’ remuneration. Payments to past Directors (audited) Mike Hirschfield ceased to be director with effect from 12 March 2024 and was paid 3 months’ notice pay as part of the contract. Bonus and incentive plans (audited) There are no bonus or incentive plans currently in place. Percentage change in the remuneration of the Chief Executive (audited) The Chief Executive received no remuneration for the year ended 30 June 2023 and 30 June 2024 and accordingly there is no percentage change. Other matters The Group does not have any pension plans for any of the Directors and does not pay contributions in relation to their remuneration. During the year, the Group has not paid out any excess retirement benefits or compensation for loss of office to any Directors. Approval by members (unaudited) The remuneration report details will be put forward for approval at the next Annual General Meeting.
Text Box: - 9 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: DIRECTORS’ REMUNERATION REPORT (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: Directors’ interests in shares The Company has no minimum Director shareholding requirements. During the year, the Chief Executive acquired beneficial interest of 10 million shares as part of an off-market transaction. The beneficial interest of the Directors in the Ordinary Share Capital of the Company at 30 September 2024 was: Number % age of issued share capital Damion Greef 10,000,000 5.39% John Zorbas 10,000,000 5.39% Mike Hirschfield 6,000,000 3.24% 185,406,000 14.02% The number of vested but unexercised options held by the directors at 30 June 2024 was: Number % age of issued options Damion Greef 1,333,333 16.04% Mike Hirschfield 1,333,333 16.04% 8,313,532 32.08%
Text Box: - 10 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: INDEPENDENT AUDITOR'S REPORT
Text Box: TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC
Text Box: In our opinion, the financial statements: • give a true and fair view of the state of the Company’s affairs as at 30 June 2024 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.
Text Box: - 11 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: INDEPENDENT AUDITOR'S REPORT
Text Box: TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
Text Box: - 12 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: INDEPENDENT AUDITOR'S REPORT
Text Box: TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
Text Box: Key audit matter How we addressed the key audit matter in the audit Presumed risk of management override We are required to consider and respond to the risks arising from management override of controls. The risk of misappropriation of assets and the risks of misrepresentation of financial information. 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. 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 have undertaken the following procedures (but not limited to) to address the risk arising from management override of controls: • Reviewed, assessed and documented the systems and controls implemented around posting of journals; • 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; • Identified 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 and any indications of management override.
Text Box: - 13 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: INDEPENDENT AUDITOR'S REPORT
Text Box: TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
Text Box: The table below shows our judgement of the magnitude and likelihood of key audit matter risk: Our application of materiality The scope and focus of our audit were influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole. Overall materiality – Overall materiality has been based on 2% of total equity which is a consistent basis to that used in the previous year and set at £9,000 (FY23: £14,000). We consider total equity as an appropriate basis of materiality as the Company is loss making and there is no revenue earned in the year, so an income-based measure or activity-based measure is not considered to be appropriate. Performance materiality - Performance materiality was set at 70% of overall materiality, being £6,300 (FY23: £7,000). Our performance materiality was increased from 50% used in the previous year as it was considered appropriate to address the likelihood and magnitude of corrected and uncorrected misstatements. Reporting threshold - The reporting threshold to the audit committee was set as 5% of overall materiality, being £450 (FY23: £700). If, in our opinion differences below this level warranted reporting on qualitative grounds, these would also be reported. Differences in materiality levels from the previous audit – The prior year audit was performed in a period in which the Company was admitted to the standard listing of the London Stock Exchange. In the year ended 30 June 2024, there has been no major activity, accordingly, our assessment of materiality was principally based on total equity which takes into consideration the operating results for the year.
Text Box: - 14 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: INDEPENDENT AUDITOR'S REPORT
Text Box: TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
Text Box: Other information The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: • the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit.
Text Box: - 15 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: INDEPENDENT AUDITOR'S REPORT
Text Box: TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
Text Box: Responsibilities of directors As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management. Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to compliance with Company Law and Listing Rules. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as tax laws. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements and determined that the principal risks were related to management override of controls (including management bias in accounting estimates) and going concern basis of accounting. Audit procedures performed by the engagement team included: • Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud; • The evaluation of management’s controls designed to prevent and detect irregularities; • The identification and review of manual journals, in particular journal entries which shared key risk characteristics; and • The review and challenge of assumptions, estimates and judgements made by management in their recognition of accounting estimates.
Text Box: - 16 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: INDEPENDENT AUDITOR'S REPORT
Text Box: TO THE MEMBERS OF SEED CAPITAL SOLUTIONS PLC (CONTINUED)
Text Box: 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. Other matters which we are required to address Auditor tenure With effect from 9 April 2021, we were appointed by the Board of Directors to audit the financial statements for the year ended 31 December 2020 and subsequent financial periods. The period of total uninterrupted engagement of the firm is four years. Consistency of the audit report with the additional report to the Audit Committee Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK). Non-audit and other services No non-audit services or additional services in addition to the audit have been provided and we remained independent of the Company in conducting the audit. Use of our report This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. David Cox (Senior Statutory Auditor) For and on behalf of Haysmacintyre LLP, Statutory Auditors 10 Queen Street Place London EC4R 1AG 25 October 2024
Text Box: - 17 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: STATEMENT OF COMPREHENSIVE INCOME
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: Operating loss Text Box: (262,412) Text Box: (174,781)
Text Box: - Text Box: -
Text Box: (262,412) Text Box: (174,781)
Text Box: The income statement has been prepared on the basis that all operations are continuing operations.
Text Box: The notes on pages 22 to 33 form part of these financial statements.
Text Box: - 18 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: STATEMENT OF FINANCIAL POSITION
Text Box: AS AT 30 JUNE 2024
Text Box: Notes
Text Box: 528,998 Text Box: 822,940
Text Box: 69,013 Text Box: 100,543
Text Box: Net current assets Text Box: 459,985 Text Box: 722,397
Text Box: Net assets Text Box: 459,985 Text Box: 722,397
Text Box: Total equity Text Box: 459,985 Text Box: 722,397
Text Box: The financial statements were approved by the board of directors and authorised for issue on 25 October 2024 and are signed on its behalf by:
Text Box: Company registration number 11115718 (England and Wales)
Text Box: - 19 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: STATEMENT OF CHANGES IN EQUITY
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: - 20 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: STATEMENT OF CASH FLOWS
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: (294,260) Text Box: (123,899)
Text Box: Net cash used in operating activities
Text Box: (294,260) Text Box: (123,899)
Text Box: Net cash generated from financing activities
Text Box: 295,125 Text Box: 597,716
Text Box: Net increase in cash and cash equivalents Text Box: 865 Text Box: 473,817
Text Box: Cash and cash equivalents at beginning of year Text Box: 517,279 Text Box: 43,462
Text Box: Cash and cash equivalents at end of year Text Box: 518,144 Text Box: 517,279
Text Box: - 21 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: 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 25 October 2024
Text Box: The financial statements have been prepared under the historical cost convention, unless otherwise specified within these accounting policies and in accordance with UK adopted International Financial Reporting Standards ‘IFRS’ and the Companies Act 2006. The principal accounting policies adopted are set out below.
Text Box: - 22 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: - 23 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: - 24 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: - 25 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: Standards, interpretation and amendments effective in the current financial year have not had a material impact on the financial statements. Standards, interpretation and amendments issued but not yet effective are not expected to have a material impact on the group financial statements.
Text Box: - 26 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The estimates and assumptions which had a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Text Box: The average monthly number of persons (directors) employed by the company during the year was:
Text Box: - 27 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: The company had no employees during the year other than directors (2023: nil)
Text Box: Directors’ remuneration for the year ended 30 June 2024 is as follows: Salary Fees Total £ £ £ Damion Greef 24,000 - 24,000 Mike Hirschfield 22,774 7,200 29,974 Avi Robinson 7,334 - 7,334 Segar Karupiah 22,000 16,800 38,800 76,108 24,000 100,108 At year end, there were no amounts owing to the Directors. Directors' remuneration for the year ended 30 June 2023 is as follows: Salary Bonus Fees Share-based payments Total £ £ £ £ £ Damion Greef 6,000 8,000 - 3,600 17,600 Mike Hirschfield 6,000 8,000 4,800 3,600 22,400 Derek Ward 8,000 8,000 - 3,600 19,600 Segar Karupiah - - 2,400 - 2,400 20,000 24,000 7,200 10,800 62,000
Text Box: - 28 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: No provision for taxation has been made as the Company did not generate any assessable profits during the year. No deferred tax asset has been recognised in respect of the losses and temporary differences due to the unpredictability of future revenue streams. Such losses may be carried forward indefinitely. The unrecognised deferred tax asset on unutilised losses amounts to £103,499 (2023: £37,896). The charge for the year can be reconciled to the loss per the statement of comprehensive income as follows:
Text Box: - 29 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: (Continued)
Text Box: There are 8,313,532 warrants outstanding at 30 June 2024 (30 June 2023: 8,313,532). Their effect is anti-dilutive, but is potentially dilutive against future profits.
Text Box: Trade and other receivables are all current and there are no provisions for impairment against any of the balances. Trade and other receivables are classified as financial assets measured at amortised cost.
Text Box: Trade and other payables are all current against any of the balances. Trade and other payables are classified as financial liabilities measured at amortised cost.
Text Box: - 30 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: At 30 June 2024, the Company had the following warrants in issue: 30 June 2024 30 June 2023 Weighted average exercise price (p) Number Weighted average exercise price (p) Number Outstanding at the beginning of the year 1.125 8,313,532 - - Granted during the year - - 1.125 8,313,532 Exercised during the year - - - - Outstanding at the end of the year 1.125 8,313,532 1.125 8,313,532 Exercisable at the end of the year 1.125 8,313,532 1.125 8,313,532 All of these warrants have an exercise price of 1.125 pence per share, vested immediately and have a five-year contractual life. In 2023, a share-based payments charge of £22,447 was calculated on the basis of a Black Scholes valuation of £0.0027 per share. In calculating this grant date 11 April 2023 fair value the parameters used were a stock asset price of £0.0075, an option strike price of £0.01125, a five year maturity period, a risk free interest rate of 3.79% (based on five year Gilt yields) and a volatility of 50% based on management assessment of the risk profile. No dividend payments were factored in the model. As the warrants all vested immediately, the full charge was recognised in the previous year. There are no preferences and restrictions on these shares, including restrictions on the distributions of dividends and repayment of capital.
Text Box: - 31 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: The share-based payments reserve reflects the share based payments charge on warrants granted by the Company.
Text Box: For the purpose of the Company’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
Text Box: Kitwell Administration Limited (“Kitwell”), a company wholly owned by Mr Hirschfield, has provided Company Secretarial and accounting services to the Company. These accounts include an amount of £6,000 plus VAT in respect of services provided during the year. Segar Karupiah charged for his services via Danmar Management Limited, a wholly owned service company. These accounts include an amount of £14,000 plus VAT in respect of services provided during the year.
Text Box: The directors consider that there is no registrable person or registrable relevant legal entity in respect of the Company.
Text Box: - 32 -


 

Text Box: SEED CAPITAL SOLUTIONS PLC
Text Box: NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Text Box: FOR THE YEAR ENDED 30 JUNE 2024
Text Box: Prior year adjustment In the cash flow statement for the year ended 30 June 2023, under cash flows from financing activities £1,000,545 was incorrectly recorded as cash from issue of shares and £(295,125) was incorrectly recorded under cash flows from operating activities as a working capital movement when in fact the issue of shares for cash under financing activities should have been recorded at £705,420 (£1,000,545 less £295,125). This has no impact on previously reported results or equity.
Text Box: - 33 -
 
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