REG - Sealand Capital - Final Results for the Year Ended 31 December 2024
30/04/2025 17:00
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RNS Number : 9017G Sealand Capital Galaxy Limited 30 April 2025
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Sealand Capital Galaxy Limited
("Sealand" or the "Company")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2024
Sealand Capital Galaxy Limited (LSE: SCGL) announces that it has published its
Annual Report and Financial Statements for the year ended 31 December 2024
with respect to the Company and its subsidiaries.
The Annual Report and Financial Statements are available to view on the
Company's website at https://www.sealandcapitalgalaxy.com
(https://www.sealandcapitalgalaxy.com)
A copy of the Annual Report and Financial Statements will shortly be submitted
to the National Storage Mechanism.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018 (as amended).
-Ends-
Enquiries:
Sealand Capital Galaxy Limited
Dr. Thomas Sawyer (Chief Executive Officer)
Ms. Elena Law (Chairwoman)
Mr. Geoffrey Griggs (Non-Executive Director)
Bowsprit Partners Limited (Financial Adviser)
+44 (0) 203 833 4430
StockBox Media (IR/PR)
Info@Stockmedia.com (mailto:Info@Stockmedia.com)
Notes to Editors:
The Company's shares are traded on the transition category of the London Stock
Exchange under the ticker SCGL.
Further information on Sealand Capital Galaxy Limited is available on its
website www.sealandcapitalgalaxy.com (http://www.sealandcapitalgalaxy.com)
SEALAND CAPITAL GALAXY LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
SEALAND CAPITAL GALAXY LIMITED CORPORATE INFORMATION
Board of Directors
Executive Director: Ms Elena Suet Law (Chairman)
Non-executive Director: Mr Geoffrey John Griggs
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)
15 Westferry Circus, London E14 4HD, 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
Financial Advisors Bowsprit Partners Limited
Birchin Court, 20 Birchin Lane, Bank, London, EC3V 9DU, United Kingdom
Legal Advisers for Cayman Islands law Collas Crill & CARD
Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1 1107, Cayman
Islands
Sealand Capital Galaxy Limited
("Seeland", or the "Company", or "the Group")
Final Results for the year ended 31 December 2024
Sealand Capital Galaxy Limited (LSE: SCGL) announces that it has published its
Annual Report and Financial Statements for the year ended 31 December 2024
with respect to the Company and its subsidiaries (the "Group").
The Annual Report and Financial Statements are available to view on the
Company's website at: https://www.sealandcapitalgalaxy.com/
A copy of the Annual Report and Financial Statements has also been submitted
to the National Storage Mechanism and is available for inspection.
Elena Suet Sum Law, Executive Chairman of the Company, commented:
"In the last financial year the Group's performance was characterised by a
slight reduction in overall revenue, decreasing from £125,793 to £121,802 in
this highly competitive e-commerce and payment market. However, we still
experienced strong demand for our distributorship of the HH Simonsen brand in
Hong Kong and were able to take advantage of available financing to bring
onboard critical technology capability in the form of our investment in
EVOO-AI. This investment gave us access cutting edge Artificial Intelligence
with particular focus on delivering a unique and tailored experience for
customers in the demanding social media-influenced market for luxury goods.
So, while the Group has faced significant challenges requiring us to
reevaluate and adapt to the changing economic landscape, we are able to
leverage opportunities created by this, starting with our development of
SEA-VOO AI ASIA. This platform brings capability in what is now an essential
element in the current technology and business landscape for any company,
allowing us to use data to deliver a more personalized and targeted engagement
with both partners and customers. Through this we will be able to combine our
market access with the next-generation capability that the EVOO platform is
able to deliver to target and interact with customers who are becoming
increasingly selective, and work with brands who demand more control and
visibility from their channel partners. Given this, and the Group's ability to
access capital through existing instruments, we are as a board optimistic
about our prospects for the coming year.
"The plan therefore is to develop our capabilities in this area and continue
to develop our existing business, enabling us to grow our revenue as we bring
online more technology capability as the year progresses. By taking advantage
of opportunities we have developed in the technology we have gained access to
we can expand our ability to effectively target consumers and attract brands
who require a more sophisticated approach to e-commerce to work with us to
access our key markets in APAC, but also to look to expand these in the coming
years."
Commenting on Future Prospects and Outlook, she added:
"Despite the global economy experiencing turbulence and uncertainty in the
face of conflict and tensions in international trade, the Group remains
dedicated to enhancing its performance. However, the Group acknowledges the
challenges posed by ongoing political conflicts between nations.
Nevertheless, the Group is steadfast in the belief that the Group can expand
its sales within our region, employing a strategic approach that emphasizes
the expansion of direct sales through online shopping platforms.
In response to the evolving business landscape, the Group is committed to
leveraging the power of AI and e-commerce to reach a wider customer base. By
capitalizing on our growing ability to address the increasingly sophisticated
and discriminating requirements of both consumers and brands, the Group aims
to tap into new sub-markets and optimize our sales potential. The Group
focuses on expanding multi directional sales channels aligns with our goal of
fostering lasting customer and retail brand relationships and delivering
meaningful value."
Elena Suet Sum Law, Executive Chairwoman
CHAIRMAN'S STATEMENT
Dear Shareholders
I hereby present the annual report of Sealand Capital Galaxy Limited (the
"Company" or "Sealand", together with its subsidiaries, the "Group") for the
year ended 31 December 2024 (the "Year").
PERFORMANCE FOR THE YEAR
The Group reported a loss of £350,224 (2023: £427,046) during the Year,
which remains stable to its performance in the last financial year, and
although it showed a slight downward trend in revenue from £125,793 to
£121,802, the Group consolidated its operations in the e-commerce business
and was able to leverage access to capital to gain access to complementary
technologies that will allow further development of the business. Moreover,
the devaluation of the RMB by 10% had a profound impact on Chinese travelers,
leading to reduced purchasing power.
The Group's revenue for the Year
These circumstances posed significant challenges for the Group, requiring us
to reevaluate and adapt to the changing economic landscape. Despite these
obstacles, the Group remain steadfast in overcoming these hurdles and seizing
potential avenues for sustainable growth.
Going forwards the Group will enhance sales by implementing the new
technologies to allow a greater level of personalised engagement with
customers, delivering individualised and curated product offerings, and to
work with partners and brands through the ability to provide a far greater
depth of connection with customers and a rich reporting capability. This will
improve customer engagement, revenue per engagement, customer retention and
increasing power with partners, resulting in increasing revenues and
profitability. Furthermore, through an increased access to capital the Group
can look to increase its capability through opportunistic and targets
investments that add to its capability through complementary and value adding
acquisitions.
RECENT KEY DEVELOPMENTS
Sealand Capital Galaxy Limited entered into an unsecured Convertible Loan Note
("CLN") for up to £3 million in December 2024, and made drawdowns from the
CLN of £366,000 in January 2025. This access to capital gives the Group
operational flexibility and allows investment in key technologies that will
support the Group's growth.
In January 2025, the Group entered into a conditional investment agreement
with EVOO AI PLC, a proprietary data platform with specialized artificial
intelligence (AI) learning models tailored to drive meaningful commercial and
consumer insights in the luxury goods sector. Integrating proprietary,
open-source, and partner AI models, the platform delivers in-depth, actionable
intelligence on market trends and consumer behaviours. These insights are
primarily derived from applications targeted at consumers, retailers, and
brands. Its flagship application, Olive, is a luxury e-commerce marketplace
that features influencer-curated boutiques, offering consumers a personalized
shopping experience.
Ms. Elena Suet Sum Law was appointed Chief Executive Officer and following
final regulatory approvals was appointed to the Board of Directors. Ms. Law
had been General Manager of the Company for over 7-years. During this period
Ms. Law had been responsible for maintaining the effectiveness and efficiency
of the Group's commercial activities and lead the implementation of the
Company's strategic initiatives.
Concurrent, with Ms. Law's appointment, Chairman, Mr. Nelson Law resigned his
post from the Board of Directors effective immediately due to competing
corporate interests after establishing the business over the previous 8-years.
FUTURE PROSPECTS AND OUTLOOK
Despite challenges in the global markets the Group remains dedicated to
enhancing its performance through refining its commercial offerings. However,
the Group acknowledges the challenges posed by ongoing political conflicts
between nations. Nevertheless, the Group is steadfast in the belief that the
Group can expand its sales within the APAC region, employing a strategic
approach that emphasizes the refinement of its technology offering, leading to
the expansion of sales through improved engagement with both customers and
partners.
In response to the evolving business landscape, the Group is committed to
leveraging the power of technology, in particular AI, to reach a wider
customer base and provide a market leading experience for both clients and
customers. By capitalizing on growing knowledge of consumer behaviours and the
ability to allow partners to precisely target customers when they are most
receptive, and our knowledge of the e-commerce market in our core region, the
Group aims to refine its capabilities to allow access to new markets, deeper
partnerships and to optimize our sales potential. The Group, through this
strategy, aims to deliver increasing value to all stakeholders and in
particular to our investors and shareholders.
ACKNOWLEDGEMENTS
We wish to express our appreciation to our shareholders, business partners and
suppliers for their continued support during what has been a difficult time
for all. We would like to thank our dedicated staff for their contributions
to the success of the Group.
Elena Suet Sum Law
Chairwoman
30 April 2025
DIRECTORS' REPORT
The directors present their report, together with the audited financial
statements of Sealand Capital Galaxy Limited and its subsidiaries for the year
ended 31 December 2024 (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 engages in IT, AI and e-Commerce related businesses.
Results and dividends
The results are set out in the primary statements on pages 18 to 21. The
directors do not recommend a payment of dividend for the Year (2023: Nil).
Business review and management report
Overview
During the Year, The Group recorded a consolidated loss of £350,224 (2023:
£427,046) as set out on page 18 of these financial statements.
Operations
The revenue from the e-Commerce business for the Year decreased from £125,793
to £121,802. The decrease is mainly due to the decreasing contribution of
certain portfolio businesses within the group.
Going concern
As at 31 December 2024, the Group has cash and cash equivalent balances and
net liabilities and net current liabilities of £18,461 and £1,577,106 and
£1,604,486, respectively.
The director's cash-flow projections for the forthcoming 12 months conclude
there is sufficient access to capital though an existing Convertible Loan Note
(CLN) to fully implement the business plans. As the CLN has been fully
executed and an initial draw down has been made, together with that the
ex-director and the chairwoman do not intend to demand repayment due to them
in the forthcoming 12 months from the date of this annual report, the Group's
directors consider the Group to be a going concern.
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 Group actively seeks out selective and attractive
investment opportunities that align with our goals and values.
Notably, the Group have invested in technologies that will 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 plans to continue to acquire and develop its
capabilities that will deliver on its long-term goals.
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.
Outlook
The Group will continue to monitor market developments and will manage its
businesses and investment portfolio with a view to further improving its
overall asset quality and potential growth. The Group will also continue to
manage its assets and assess new investment opportunities to achieve stable
growth and enhance shareholders' value.
Events after the reporting period
The Group formalised terms with EVOO AI plc ("EVOO") to create a proprietary
platform, named "SEA-VOO AI ASIA" or "SEA-VOO". This agreement gives
Sealand's wholly-owned operating subsidiary SCG Group Limited (a company
operating distribution agreements with international brands seeking access to
the APAC market) access and exclusive distribution rights to EVOO's AI
technology platform. SEA-VOO allows Sealand to leverage the existing
developments and infrastructure that EVOO have built whilst taking control
over the technology's development and roll-out in the APAC region. This
involves securing IP and exclusivity, as well as the majority of any future
earnings that the platform may derive in the APAC territory. This strategy is
consistent with Sealand's commitment to adapting to technological advances,
such as are being driven by the increasing availability and utilization of AI
across many sectors, through the creation of complimentary strategic
partnerships and transactions that can augment, grow and scale the Company's
existing operations in the APAC region and allow us to raise the Company's
competitive profile in the market place.
The Group appointed Dr. Thomas Sawyer PhD, MBA as Chief Executive Officer of
the Company. Following the appointment of Dr. Sawyer, PhD, MBA, Ms. Elena
Suet Sum Law retired her role as Chief Executive Officer of the Company whilst
maintaining her position as Chairwoman of the Board.
In January 2025, the Group entered into a loan facility with EVOO to advance a
total principal amount of £300,000 to EVOO.
During the year ended 31 December 2024, the Group entered into an unsecured
Convertible Loan Note ("CLN") for up to £3 million, and made drawdowns from
the CLN of £366,000 in January 2025.
Directors
The following directors served during the year ended 31 December 2024:
Mr. Chung Lam Nelson Law (Chairman and Chief Financial Officer)
Ms. Elena Law (Executive Chairwoman)
Mr. Geoffrey John Griggs (Non-executive Director)
Substantial shareholding
At 31 December 2024, the Company has been notified of the following interests
of 3 per cent or more in its issued share capital as at the date of approval
of this report:
Name Number of Ordinary Shares Approximate % Shareholding
Manford Limited 349,854,461 46.28%
Computershare Company Nominees 157,616,013 20.85%
Expressway Enterprises Limited 93,786,896 12.41%
Chua Tien San 62,000,000 8.20%
Dnb Caestus Solutions Inc 27,500,000 3.64%
Fnb Enterprises Ltd 27,500,000 3.64%
Directors' interests
There are no directors' interests in the share capital of the Company as at
31December 2024.
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 2024, there was one women (2023: 1) employed across the Group
making 33% (2023: 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 Company's objective is to enhance the Company's strategies, structures,
resources, and tools in order to adeptly address and leverage climate-related
risks and opportunities.
The Company ensures that its financial disclosures related to climate issues
adhere to internationally recognized standards, with particular emphasis on
the four fundamental components established by the Task Force on
Climate-related Financial Disclosures (TCFD).
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
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.
The table below shows our current progress against TCFD Recommendations
TCFD pillar Recommended Disclosure Summary
The Board's supervision of risks and opportunities associated with The Board of Directors exercises oversight over climate-related issues,
climate-related factors. integrating them within the broader framework of governance.
Governance
Strategy The influence of climate-related risks and opportunities on the business, The Board are aware that air transportation has higher carbon emissions
strategic decisions, and financial planning. compared to sea transportation. Therefore, starting from 2023, the company is
gradually transitioning our transportation method from air to sea freight.
Strategy The influence of climate-related risks and opportunities on the business, The Board are aware that air transportation has higher carbon emissions
strategic decisions, and financial planning. compared to sea transportation. Therefore, starting from 2023, the company is
Risk Management
gradually transitioning our transportation method from air to sea freight.
The company's protocols for effectively managing climate- related risks.
The process of identifying climate-related risks is seamlessly integrated into
our regular operations. Although we may not have a dedicated task force, every
team member is accountable for considering climate-related risks within their
specific areas of responsibility.
This decentralized approach guarantees that climate considerations are
incorporated into our day-to- day decision-making processes. Given our small
team size, collaboration plays a vital role. We regularly facilitate
cross-functional discussions to collectively evaluate climate-related risks.
By leveraging the expertise of each team member, we ensure a comprehensive
understanding of potential impacts on our supply chain, production, and market
dynamics. This collaborative effort cultivates a shared awareness of the
challenges posed by climate-related factors.
Risk Management The company's protocols for effectively managing climate- related risks. The process of identifying climate-related risks is seamlessly integrated into
our regular operations. Although we may not have a dedicated task force, every
Metrics and targets Metrics used by the organization to assess climate related risks and team member is accountable for considering climate-related risks within their
opportunities in line with its strategy and risk management process. specific areas of responsibility.
This decentralized approach guarantees that climate considerations are
incorporated into our day-to- day decision-making processes. Given our small
team size, collaboration plays a vital role. We regularly facilitate
cross-functional discussions to collectively evaluate climate-related risks.
By leveraging the expertise of each team member, we ensure a comprehensive
understanding of potential impacts on our supply chain, production, and market
dynamics. This collaborative effort cultivates a shared awareness of the
challenges posed by climate-related factors.
The carbon capture initiative entails goals for mitigating emissions and
actively contributing to wider climate initiatives. These metrics underscore
the Company's commitment to comprehensive diverse business portfolio.
sustainability practices throughout its 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. Consequently, the Company's
carbon emissions are minimal, and it is currently impractical to gather
emissions data at this stage. In Hong Kong, the Company's energy consumption
from operation was below 14,000 KWh in 2024.
Financial risk management
The Group's financial risk management objective is to minimise, as far as
possible, the Group's exposure to each risk as detailed in Note 5 to the
financial statements.
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
Corporate Governance Code. Although the Company has not adopted the Corporate
Governance Code, it intends to adopt the Quoted Companies' Alliance QCA
Corporate Governance Code subsequent to publication of the Company's Final
Results. To date, corporate governance procedures have been selected with due
regard to the provision 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 Chairman 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 not established an
audit committee, a remuneration committee and a nomination committee
comprising at least one non-executive director in each committee. The Board is
taking the responsibilities to review audit and risk matters, as well as the
Board's size, structure and composition and the scale and structure of the
directors' fees, taking into account the interests of Shareholders and the
performance of the Company, and will take responsibility for the appointment
of auditors and payment of their audit fee, monitor and review the integrity
of the Company's financial statements and take responsibility for any formal
announcements on the Company's financial performance;
· the Corporate Governance Code recommends the submission of all
directors for re-election at annual intervals. None of the directors will be
required to retire by rotation and be submitted for re-election; 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 to reappoint them 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
30 April 2025
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the annual report and the
financial statements in accordance with applicable laws and regulations. The
directors are required to prepare 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 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 IFRSs 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 Company 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
hence for taking reasonable steps for the prevention and detection of 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 accounts 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
30 April 2025
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 2024 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 their preparation is International
Financial Reporting Standards (IFRSs) 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 2024 and of its loss for the year then ended; and
· have been properly prepared in accordance with International
Financial Reporting Standards (IFRSs).
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
financial statements is appropriate. Audit procedures on our evaluation of the
directors' assessment of the group's ability to continue to adopt the going
concern basis of accounting are included in the key audit matters section
below.
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 financial
statements are authorised for issue.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing and extent of our audit procedures. The
materiality applied to the Group financial statements was £45,000 (2023:
£61,000) based on 3% (2023: 5%) of the net liabilities at the year end. The
performance materiality was £27,000 (2023: £42,700), being 60% (2023: 70%)
of overall materiality to ensure sufficient coverage for group reporting
purposes. As the Group's main aim is to maintain its operation as a going
concern, net liabilities of the Group were considered the most appropriate
benchmarks to shareholders.
For each component in the scope of our Group audit, we allocated a performance
materiality that is less than our overall Group performance materiality. The
range of performance materiality allocated across components was between
£13,500 and £18,900 (2022: between £2,574 and £29,890).
We agreed with those charged with governance that we would report all
differences identified during the course of our audit in excess of £2,200
(2023: £3,050) as well as those that we believe warranted reporting on
qualitative ground.
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 8 components of the Group, a full scope audit was performed on the
complete financial information of 5 components, and the remaining components
were subject to analytical review only because they were not significant to
the Group.
Of the above 5 components of the Group, 4 are located in Hong Kong and audited
by a component audit team operating under our instruction, and the audit of
the remaining component was performed by us using a team with specific
experience in auditing groups and publicly listed entities. The engagement
partner interacted regularly with the component audit team during all stages
of the audit and was responsible for the scope and direction of the audit
process. This, in conjunction with additional procedures performed, gave us
appropriate evidence for our opinion on the Group financial statements.
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
Going concern (note 4(n))
During the year ended 31 December 2024, the Group incurred a net loss of Our work in this area included:
£350,224 and, as of that date, the Group had net current liabilities of
£1,604,486. We identified the Group's ability to continue as a going concern
as a key audit matter. This was due to concerns about recurring losses,
availability of the continued support from an ex-director and the requirement · obtaining and reviewing the Group's forecast financial information,
for the additional cash resources for the next 12 months from the date of the which covers a period of 12 months from when the financial statements are
approval of these financial statements. There are significant estimates and authorised for issue;
judgements involved in estimating the Group's future cash flows and in
determining whether a material uncertainty existed. · reviewing and challenging management's assumptions in modelling the
forecast financial performance, cash flow requirements and source of cash
Management's assessment of the Group's ability to continue as a going concern, flow, including consideration of future plans and ensuring that all
including their future plans of raising additional cash and planned mitigation commitments and criteria are reflected therein;
actions, is disclosed in note 4(n) in the financial statements.
· obtaining and reviewing the convertible loan note agreement;
obtaining and checking to bank statements to confirm the injection of funds
subsequent to the year end;
· obtaining signed letters from ex-chairman and the present
chairwoman on their undertakings of not to request of the amount due to him
and her by the Group in the forthcoming 12 months from the issue of the
financial statements;
· checking the mathematical accuracy of the forecast model used to
determine future financial performance, cash flow requirements and source of
cash flow, and
· assessing whether sufficient and appropriate disclosure was made in
respect of going concern in the financial statements.
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 financial
statements are authorised for issue, and the directors' use of the going
concern basis of accounting in the preparation of the financial statements is
appropriate.
Other information
The other information comprises the information included in the annual report,
other than the Group 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, 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
Group 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 Group
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 statement of directors' responsibilities, 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 Group 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 Group
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 Group 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 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 the impairment assessment of trade and other receivables and inventories.
We addressed this by challenging the assumptions and judgements made by
management when evaluating any indicators of impairment, as well as reviewing
the post year end information.
· 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.
· We engaged with our component auditors to ensure they assessed
whether there were any instances of non-compliance with laws and regulations
at a local level and ensured they reported any such breached or concerns to
us. None were noted at the component or Group level.
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 Group 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 Group
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
(http://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
our engagement letter dated 19 February 2025. 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.
Wendy Liang (Engagement Partner)
15
Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Registered Auditor
London E14 4HD
30 April 2025
2024 2023
Note £ £
Revenue 8 121,802 125,793
Cost of services (64,725) (71,893)
Gross profit 57,077 53,900
Other income 8 3,633 16,067
Administrative expenses (409,569) (537,554)
Finance cost arising from finance lease 19 (1,365) (666)
Gain on deregistration of subsidiaries - 41,207
Loss before tax 9 (350,224) (427,046)
Income tax expenses 11 - -
Loss for the year (350,224) (427,046)
Attributable to:
Equity holders of the Company (352,965) (414,232)
Non-controlling interests 2,741 (12,814)
(350,224) (427,046)
Loss per share attributable to equity holders of the Company
Pence Pence
Basic and diluted 12 (0.05) (0.06)
2024 2023
Note £ £
(350,224) (427,046)
Loss for the year
Other comprehensive income/(loss)
Items to be reclassified subsequently to profit or loss:
- Exchange differences on translation of foreign operations (15,309) 51,816
Other comprehensive income for the period, net of tax (15,309) 51,816
(365,533) (375,230)
Total comprehensive loss for the year
Attributable to:
Equity holders of the Company (364,483) (375,246)
Non-controlling interests (1,050) 16
(365,533) (375,230)
The notes to the financial statements from p.22 to p.47 form an integral part
of these financial statements.
2024 2023
Note £ £
ASSETS
Non-Current Assets
Property, plant and equipment 13 41,940 14,178
Current Assets
Inventories 14 20,862 49,224
Deposit, prepayment and other receivables 15 35,904 45,531
Trade receivables 15 31,664 35,435
Cash and cash equivalents 18,461 9,111
106,891 139,301
Current liabilities
Trade payables 16 36,110 36,110
Other payables and accrued expenses 17 787,511 630,524
Amount due to an ex director 18 859,807 740,486
Finance lease liabilities 19 27,949 14,432
1,711,377 1,421,552
Net current liabilities (1,604,486) (1,282,251)
Total assets less current liabilities (1,562,546) (1,268,073)
Non-current liabilities
Finance lease liabilities 19 14,560 -
Net liabilities (1,577,106) (1,268,073)
Capital and reserves
Share Capital 20 75,590 71,581
Reserves (1,330,360) (1,018,368)
Total equity attributable to equity shareholders of the Company
(1,254,770) (946,787)
Non-controlling interests (322,336) (321,286)
Total equity (1,577,106) (1,268,073)
The notes to the financial statements from p.22 to p.47 form an integral part
of these financial statements.
These financial statements were approved by the Board of Directors and
authorised for issue on 30 April 2025.
Signed on behalf of the Board of Directors
______________________
Elena Law
Chairwoman
30 April 2025
Attributable to the equity holders of the Company
Share capital Share premium Share-based payment reserve Non-controlling
Exchange reserve Accumulated losses interests Total
Total equity
£ £ £ £ £ £ £ £
At 1 January 2024 71,581 6,917,830 357,417 35,266 (8,328,881) (946,787) (321,286) (1,268,073)
Loss for the year - - - - (352,965) (352,965) 2,741 (350,224)
Exchange differences arising on translation - - -
(11,518) - (11,518) (3,791) (15,309)
Total comprehensive loss - - - (11,518) (352,965) (364,483) (1,050) (365,533)
Issue of share 4,009 52,491 - - - 56,500 - 56,500
Cancellation of share options - - (357,417) - 357,417 - - -
At 31 December 2024 75,590 6,970,321 - 23,748 (8,324,429) (1,254,770) (322,336) (1,577,106)
At 1 January 2023 71,581 6,917,830 357,417 (3,720) (7,914,649) (571,541) (321,302) (892,843)
Loss for the year - - - - (414,232) (414,232) (12,814) (427,046)
Exchange differences arising on translation - - -
38,986 - 38,986 12,830 51,816
Total comprehensive loss - - - 38,986 (414,232) (375,246) 16 (375,230)
At 31 December 2023 71,581 6,917,830 357,417 35,266 (8,328,881) (946,787) (321,286) (1,268,073)
The notes to the financial statements from p.22 to p.47 form an
integral part of these financial statements.
2024 2023
£ £
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax (350,224) (427,046)
Adjustments for:
Depreciation 27,861 29,010
Exchange difference (16,049) 50,955
Gain on deregistration of subsidiaries - (41,207)
Provision for impairment loss on trade and other receivables 5,887 17,811
Provision for impairment loss on inventories 4,216 42,413
Interest expenses 1,365 666
Bank interest income (18) (11)
Operating cash flows before movements in working capital (326,962) (327,409)
Decrease in inventories 24,146 14,451
Decrease in deposit, prepayments and other
receivables 8,932 12,393
Increase in amount due to an ex director 119,321 137,840
Increase in trade receivables and contract assets (1,421) (26,816)
Increase in other payables and accrued expenses 156,987 192,912
Net cash used in operations (18,997) 3,371
Payment of interest portion of lease liabilities (1,365) (666)
(20,362) 2,705
Net cash generated from/(used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash outflow on deregistration of subsidiaries - (1,013)
Interest income received 18 11
18 (1,002)
Net cash generated from/(used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of ordinary shares 56,500 -
Payment of principal portion of lease liabilities (26,825) (30,623)
29,675 (30,623)
Net cash generated from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents 9,331 (28,920)
Foreign exchange realignment 19 2,464
Cash and cash equivalents at 1 January 9,111 35,567
18,461 9,111
Cash and cash equivalents at 31 December
The notes to the financial statements from p.22 to p.47 form an integral part
of these financial statements.
There was no material non-cash transaction during the year.
1. GENERAL INFORMATION
Sealand Capital Galaxy Limited (the "Company") was incorporated in the Cayman
Islands on 22 May 2015 as an exempted Company with limited liability under the
Companies Law of the Cayman Islands. The Company's registered office is at
Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman
Islands. These consolidated financial statements comprise the Company and its
subsidiaries (together referred to as the "Group").
The Company's nature of operations is to act as a special purpose acquisition
company.
The Group engaged in digital marketing and other IT and e-Commerce related
businesses.
2. BASIS OF PREPARATION
The financial statements have been prepared in accordance with the
International Financial Reporting Standard ("IFRSs") and IFRIC interpretations
applicable to companies reporting under IFRSs.
These financial statements are presented in Great British Pounds ("£")
rounded to the nearest Great British Pound, except for otherwise indicated,
and have been prepared under the historical cost convention.
Details of going concern are included in note 4(n).
3. STANDARDS AND INTERPRETATIONS
(i) New standards, amendments and interpretations adopted by the
Group
The following IFRS or IFRIC interpretations were effective for the first time
for the financial year beginning 1 January 2024. 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
(ii) New standards, amendments and interpretations not yet adopted
Standard / Interpretation Application
Amendments to IAS 21 The Effects of Change in Foreign Exchange Rates
Effective: Annual periods beginning on or after 1 January 2025
Amendments to IFRS 9 and IFRS 7 Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial
Instruments: Disclosures
Effective: Annual periods beginning on or after 1 January 2026
IFRS 18 Presentation and Disclosures in Financial Statements
Effective: Annual periods beginning on or after 1 January 2027
IFRS 19 Subsidiaries without Public Accountability
Effective: Annual periods beginning on or after 1 January 2027
There are no IFRSs or IFRIC interpretations that are not yet effective that
would be expected to have a material impact on the Company or Group.
4. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of consolidation
These financial statements comprise the financial statements of the Company
and entities controlled by the Company (its subsidiaries) for the year ended
31 December 2024.
Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee. Specifically, the Group
controls an investee if, and only if, the Group has:
· Power over the investee (i.e., existing rights that give it
the current ability to direct the relevant activities of the investee)
· Exposure, or rights, to variable returns from its involvement
with the investee
· The ability to use its power over the investee to affect its
returns
Generally, there is a presumption that a majority of voting rights results in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement(s) with the other vote holders of
the investee
· Rights arising from other contractual arrangements
· The Group's voting rights and potential voting rights
(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.
Any contingent consideration is measured at fair value at the date of
acquisition. If an obligation to pay contingent consideration that meets the
definition of a financial instrument is classified as equity, then it is not
remeasured and settlement is accounted for within equity. Otherwise, other
contingent consideration is remeasured at fair value at each reporting date
and subsequent changes in the fair value of the contingent consideration are
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.
(iii) 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.
(iv) 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. Specifically,
the Group uses a 5-step approach to revenue recognition:
Step 1: Identify the contract(s) with a customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the
contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a performance
obligation.
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.
A performance obligation represents a good or service (or a bundle of goods or
services) that is distinct or a series of distinct goods or services that are
substantially the same.
Control is transferred over time and revenue is recognised over time by
reference to the progress towards complete satisfaction of relevant
performance obligation if one of the following criteria is met:
- the customer simultaneously receives and consumes the benefits
provided by the Group's performance;
- the Group's performance creates and enhances an asset that the
customer controls as the Group performs; or
- the Group's performance does not create an asset with an alternative
use to the Group and the Group has an enforceable right to payment for
performance completed to date.
Otherwise, revenue is recognised at a point in time when the customer obtains
control of the distinct good or service.
A contract asset represents the Group's right to consideration in exchange for
services that the Group has transferred to a customer that is not
unconditional. It is assessed for impairment in accordance with IFRS 9. In
contrast, a receivable represents the Group's unconditional right to
consideration, i.e. only the passage of time is required before payment of
that consideration is due.
A contract liability represents the Group's obligation to transfer services to
a customer for which the Group has received consideration (or an amount of
consideration is due) from the customer.
A contract asset and a contract liability relating to a contract are accounted
for and presented on a net basis.
Revenue from e-commerce service is recognised when the goods are transferred
to the customers.
Interest income from a financial asset is accrued on a time basis using the
effective interest method.
(c) Government grants
Government grants are recognised when there is reasonable assurance that the
grant will be received and all attached conditions will be complied with. When
the grant relates to an expense item, it is recognised as income on a
systematic basis over the periods that the related costs, for which it is
intended to compensate, are expensed. When the grant relates to an asset, it
is recognised as income in equal amounts over the expected useful life of the
related asset.
(d) Foreign currency transactions
(i) Functional and presentational currency
Items included in the Financial Statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ("functional currency"), being British Pound Sterling ("GBP"
or "£"), Chinese Yuan ("CNY") and Hong Kong Dollar ("HKD"). The Group
Financial Statements are presented in GBP.
(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)
(e) 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.
(f) 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.
(g) Financial instruments
Financial assets and financial liabilities are recognised in the Statements of
Financial Position 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.
The Group's financial assets, including trade receivables, deposit,
prepayments and other receivables and cash and cash equivalents, are
subsequently measured at amortised cost using the effective interest method,
less identified impairment charges (see Note 4(h)) as the assets are held
within a business model whose objective is to hold assets in order to collect
contractual cash flows and the contractual terms of the financial assets give
rise on specific dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial liabilities include lease liabilities, trade payables, amount due to
an ex director, other payables and accruals. All financial liabilities are
subsequently measured at amortised cost using the effective interest method.
(h) 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.
(i) 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.
(j) 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) Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held at call with
banks.
(l) 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.
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.
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.
(m) Leases
Lessee
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.
Lessor
Leases where substantially all the risks and rewards of ownership of assets
remain with the Group are classified as operating leases. Assets leased under
operating leases are included in fixed assets and rentals receivable are
credited to profit or loss on the straight-line basis over the lease term.
(n) Going concern
The financial statements have been prepared on a going concern basis, which
assumes that the company will continue to meet its liabilities as they fall
due.
The loss for the year was £350,224 (2023: £427,046).
The director's cash-flow projections conclude there is sufficient access to
capital through an existing binding Convertible Loan Note ("CLN") to fully
support the Group's operation for the forthcoming 12 months from the issue of
these financial statements. Having considered that the CLN has been fully
executed and an initial draw down has been made, in addition with that Mr.
Nelson Law, the ex-Chairman of the Company and Ms. Elena Law, the Chairwoman
of the Company, promised not to request for repayment of the amount due to him
and her by the Group in the forthcoming 12 months from the issue of these
financial statements, the Directors consider the Group to be a going concern
and prepare the financial statements on a going-concern basis.
(o) 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.
(p) Share capital
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, net of tax, from the proceeds.
(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 22.
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 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.
5. FINANCIAL RISK MANAGEMENT
The Board's overall risk management strategy seeks to assist the Group in
meeting its financial targets, while minimising potential adverse effects on
financial performance. Its functions include the review of future cash flow
requirements.
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 £18,461. Apart from the abovementioned
amount, no other financial instrument is subjected to interest rate risk. If
the interest rate increases or decreases for 100 basis points, the effect in
profit and loss will increase or decrease for £185
(ii) Foreign exchange risk
Foreign currency 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 foreign exchange
dealings and other 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. It is
considered by the management of the Group that the exposure to foreign
exchange risk is minimal.
(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 24.
Most of the Group's cash in banks have been deposited with reputable and
creditworthy banks in 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 was in a net current liabilities
positions. The Board of Directors is sourcing fundings for the Group's future
capital needs include the issue of equity instruments and external borrowing.
These alternatives are evaluated to determine the optimal mix of capital
resources for our capital needs.
(v) Market risk
Market risk is the risk that changes in market prices, such as interest rates
and foreign exchange rates, will affect the Group's income or the value of its
holdings of financial instruments. The objective of market risk management is
to manage and control market risk exposures within acceptable parameters,
while optimising the return. The Group does not hedge these risk exposures
considered the exposures are limited.
(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 shareholder 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 share capital, share premium and
accumulated losses.
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 UNCERTAINTIES 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.
Key source of estimation uncertainty
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 the each debtor and the economic environment.
During the year ended 31 December 2024, a provision for impairment loss on
trade receivables of £5,192 (2023: £9,500) was recognised according to the
managements's expected losses assessment. The 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 2024 (2023: Nil).
Allowance for obsolete inventories
Allowance for obsolete inventories is made for those identified obsolete and
slow-moving inventories and inventories with a carrying amount higher than net
realisable value. The assessment of the allowance involves management's
judgement and estimates on which are influenced by assumptions concerning
future sales and judgements in determining the appropriate level of inventory
allowance against obsolete items. Where the actual outcome in future is
different from the original estimate, such difference will impact the carrying
value of inventories and allowance charge/write-back in the period in which
such estimate has been changed.
During the year ended 31 December 2024, allowance for obsolete inventories of
£4,216 (2023: £42,413) was recognised.
7. SEGMENT INFORMATION
The Chief Operating Decision Maker ("CODM") has been identified as the
executive director of the Company who reviews the Group's internal reporting
in order to assess performance and allocate resources. The CODM has determined
the operating segments based on these reports.
For management purposes, the Group is organised into business units based on
their products and services and has reportable operating segments as follows:
a) The digital marketing and payment segment includes services on enlisting
merchants to mobile payment gateways and providing digital advertising
services;
b) The e-commerce segment includes sales of goods through internet and
provision for consultancy services related to e-commerce.
Digital marketing and payment e-Commerce Unallocated Total
£ £ £ £
Year ended 31 December 2024
- 121,802 - 121,802
Revenue
Segment loss (819) 19,327 (368,732) (350,224)
Depreciation - - 27,861 27,861
Assets 51 67,388 81,392 148,831
Liabilities 6,492 99,486 1,619,959 1,725,937
Year ended 31 December 2023
- 125,793 - 125,793
Revenue
Segment loss (1,691) (11,838) (413,517) (427,046)
Depreciation - - 29,010 29,010
Assets 6 (110,393) 43,080 153,479
Liabilities 6,470 99,858 1,315,224 1,421,552
Geographical information:
2024 2023
£ £
Revenue by Geography
Hong Kong 121,802 125,793
Information about major customers
For the year ended 31 December 2024, 2 external customers (2023: 2 external
customers) contributed more than 10% to the Group revenue .
8. REVENUE AND OTHER INCOME
2024 2023
£ £
Revenue
Commission income 553 1,301
eCommerce sales 121,249 124,492
121,802 125,793
9. LOSS BEFORE TAX
2024 2023
£ £
Loss before tax has been arrived at after charging:
Depreciation - Right of use assets 27,861 29,010
Cost of inventories sold 64,725 71,893
Exchange (gain)/loss, net (38,622) 50,520
Provision for impairment losses on trade and 5,887
other receivables 17,811
Allowance for obsolete inventories 4,216 42,413
Staff cost (including Director Remuneration) 185,231 206,861
Audit fees 42,500 52,500
10. EMPLOYEES
The average number of employees during the year was made up
as follows:
2024 2023
Directors 2 2
Staff - -
2024 2023
£ £
Staff costs, including directors' costs comprise :
Wages, salaries and other staff costs 185,231 206,861
185,231 206,861
Key Management Remuneration
The directors' emoluments in respect of qualifying services, which all related
to short-term employee benefits, were as follows:
2024 2023
£ £
Chung Lam Nelson Law
Salaries and fees 165,000 180,000
Geoffrey John Griggs
Salaries and fees 18,000 18,000
Elena Suet Sum Law
Salaries and fees 2000 -
185,000 198,000
No pension contributions were made on behalf of the
directors of the Company.
No share options were granted to directors during the years ended 31 December
2024 and 2023.
11. INCOME TAX
No provision for profits tax has been made in these consolidated financial
statements as the Group did not have any assessable profits. The profits tax
rate for Hong Kong is currently at 16.5% (2023: 16.5%) of the estimated
assessable profits for the Year.
A reconciliation of income tax expense applicable to the loss before tax at
the statutory tax rate of Hong Kong to the income tax expense at the effective
tax rate of the Group is as follows:
2024 2023
£ £
Loss before tax (350,224) (427,046)
Tax at the statutory tax rate of 16.5% (57,787) (70,463)
Income not subject to tax (6,780) (7,319)
Expenses not deductible for tax 59,224 74,833
Tax losses not recognized for the year: 6,672 4,380
Utilisation of tax losses not recognised
for the year (1,329) (1,431)
- -
Hong Kong statutory tax rate of 16.5% is adopted in the tax reconciliation
since the Group's major operating subsidiaries are incorporated and operated
in Hong Kong and subject to Hong Kong Profits Tax.
Potential deferred tax assets arising from operating loss carryforward
totalling approximately £620,000 (2023: £588,000) have not been recognised
due to uncertainty as to when taxable profits will be generated.
12. BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is calculated by dividing the loss attributable to the
Company's owners of £352,965 (2023: £414,232) by the weighted average number
of 733,856,064 ordinary shares (2023: 715,815,080) in issue during 2024
As of 31 December 2023, there were 105,122,539 outstanding share options by
which the potential ordinary shares were anti-dilutive and therefore excluded
from the weighted average number of shares for the purpose of diluted loss per
share. During the year ended 31 December 2024, all of these share options were
cancelled.
13. PROPERTY, PLANT AND EQUIPMENT
Right of use assets
£
At 1 January 2024 14,178
Additions for the year 54,902
Depreciation for the year (27,861)
Exchange differences 721
At 31 December 2024 41,940
At 1 January 2023 44,791
Depreciation for the year (29,010)
Exchange differences (1,603)
At 31 December 2023 14,178
14. INVENTORIES
2024 2023
£ £
Finished goods:
Gross amount 25,157 91,637
Allowance for obsolete inventories (4,295) -
Written down - (42,413)
20,862 49,224
15. TRADE RECEIVABLES, DEPOSIT, PREPAYMENT AND OTHER RECEIVABLES
(a) Trade receivables
2024 2023
£ £
Trade receivables - billed 45,851 44,935
Less: Provision for impairment loss (14,187) (9,500)
31,664 35,435
During the year, the Group has recognised a provision for impairment loss on
trade receivables of £5,192 (2023: £9,500). 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 the end of the reporting period is as follows:
2024 2023
£ £
Within 30 days 7,362 14,431
31 to 60 days 4,275 1,769
61 to 90 days 307 1,310
91 to 180 days 920 17,925
181 to 365 days 1,841 -
Over 365 days 16,959 -
31,664 35,435
The carrying amount of the Group's trade receivables as at 31 December 2024
and 2023 was denominated in Hong Kong Dollars.
(b) Deposit, prepayments and other receivables
2024 2023
£ £
Prepayments 24,083 32,684
Deposit and other receivables 20,840 21,158
Less: Provision for impairment loss (9,019) (8,311)
35,904 45,531
16. TRADE PAYABLES
The following is an ageing analysis of trade payables presented based on the
invoice date at the end of each reporting period:
2024 2023
£ £
Within 30 days - -
31 to 60 days - -
61 to 90 days - -
91 to 180 days - -
181 to 365 days - -
Over 365 days 36,110 36,110
36,110 36,110
17. OTHER PAYABLES AND ACCRUED EXPENSES
2024 2023
£ £
Amounts due to directors 728,649 565,442
Other payables and accrued expenses 58,862 65,082
787,511 630,524
18. AMOUNT DUE TO AN EX DIRECTOR
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:
2024 2023
£ £
Current portion:
Gross finance lease liabilities 29,454 14,503
Finance expense not recognised (1,505) (71)
27,949 14,432
2024 2023
£ £
Non-current portion:
Gross finance lease liabilities 14,727 -
Finance expense not recognised (167) -
14,560 -
Total 42,509 14,432
The net finance lease liabilities are analysed as follows:
- Not later than 1 year 27,949 14,432
- Later than 1 year but not more than 5 years 14,560 -
Net finance lease liabilities 42,509 14,432
The interest on lease liabilities for the year ended 31 December 2024 was
£1,365 (2023: £666). During years ended 31 December 2024 and 2023, there are
no short- term leases or low-value leases.
20. SHARE CAPITAL
2024 2023
Number of shares £ Number of shares £
Ordinary shares issued and fully paid:
At 1 January 715,815,080 71,581 715,815,080 71,581
Issue of share 40,090,909 4,009 - -
At 31 December 755,905,989 75,590 715,815,080 71,581
On 26 January 2024, the Company has issued 9,090,909 new ordinary shares of
the Company in lieu of professional service provided by an independent third
party.
On 10 September 2024, the Company has issued 31,000,000 new ordinary shares of
the Company in lieu of professional service provided by an independent third
party.
21. CAPITAL AND RESERVES
The nature and purpose of equity and reserves are as follows:
Share capital comprises the nominal value of the ordinary issued share capital
of the Company.
Share Premium represents consideration less nominal value of issued shares and
costs directly attributable to the issue of new shares.
22. SHARE BASED PAYMENTS
(a) Share Options
During the year ended 31 December 2021, the Group has implemented a stock
option plan (the "Plan") for the employees and directors, which awards options
over the ordinary share of the Company. The Board of Directors (the "Board")
approves all grants and the terms of all grants. Options awarded under the
Plan generally vest on issue and exercisable over a period from one year after
the grant date to four years after the grant date.
The fair value of each option granted is estimated on grant date using the
Black-Scholes option-pricing model by applying the following assumptions:
Share price £0.0007
Risk-free interest rate 0.0022%
Expected life of warrant (years) 4
Expected annualized volatility 0.66
Expected dividend yield Nil
For the year ended 31 December 2021, the Company recorded share-based
compensation expenses in the amount of £357,417.
At 31 December 2023, the Group had 105,122,539 share options outstanding as
follows.
Date of Grant Exercise start date Expiry date Exercise price Number granted Exercisable at 31 December 2021
19/10/ 19/10/
2021 2021 18/10/2025 0.7p Nil 105,122,539
During the year ended 31 December 2024, 105,122,539 share options were
cancelled.
(b) Shares issued for services
On 26 January 2024, the Company has issued 9,090,909 new ordinary shares of
the Company in lieu 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.
23. RELATED PARTY TRANSACTIONS
(a) Details of the compensation of key management personnel are
disclosed in Note 10 to the financial statements.
(b) Apart from the balances with related parties at the end of the
reporting period disclosed elsewhere in the financial statements, the
following related parties balaces were included in other payables and accrued
expenses:
2024 2023
£ £
Chung Lam Nelson Law 644,534 479,534
Elena Suet Sum Law 84,115 85,908
728,649 565,442
24. FINANCIAL INSTRUMENTS BY CATEGORY
The totals for each category of financial instruments is as
follows:
2024 2023
£ £
Financial Assets
Financial assets at amortised cost
Trade receivables 31,664 35,435
Deposit and other receivables 11,821 12,847
Cash and bank balances 18,461 9,111
Cash and bank balances 61,946 57,393
Financial Liabilities
Financial liabilities at amortised cost
Trade payables 36,110 36,110
Other payables and accrued expenses 787,511 630,524
Amount due to an ex director 859,807 740,486
Lease liabilities 42,509 14,432
1,725,937 1,421,552
Prepayments are excluded from the summary above.
25. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
Lease liabilities
2024 2023
£ £
At 1 January 14,432 45,055
New lease 54,902 -
Financing cash flows (27,554) (29,674)
Exchange adjustment 729 (949)
At 31 December 42,509 14,432
26. CAPITAL COMMITMENTS
There were no capital commitments as at the year ended 31 December 2024 (2023:
Nil).
27. SUBSEQUENT EVENT
In January 2025, the Group entered into a loan facility with EVOO to advance a
total principal amount of £300,000 to EVOO.
During the year, the Group entered into an unsecured Convertible Loan Note
("CLN") for up to £3 million, and subsequently made drawdowns from the CLN of
£366,000 in January 2025.
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