REG - Sealand Capital - Interim Results
30/09/2024 07:00
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RNS Number : 1204G Sealand Capital Galaxy Limited 30 September 2024
For release: 07.00, 30 September 2024
SEALAND CAPITAL GALAXY LIMITED
("Sealand", or the "Company", or "the Group")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2024
Sealand Capital Galaxy Limited (LSE: SCGL) announces that it has published its
unaudited interim results for the six months ended 30 June 2024 with respect
to the Company and its subsidiaries (the "Group").
Nelson Law, Executive Chairman of the Company commented:
"Moving forward, we will leverage our strengths to enhance sales across the
full spectrum of channels, both online and offline, within our authorized
sales capacity.
"Collaboration with local retail partners has proven beneficial. The brand
owner continues to support our efforts, having renewed our sole
distributorship for another three years with a modest increase in distributor
pricing. They are also providing assistance in designing product sales
bundles. Additionally, we plan to launch workshops this year to educate
customers on our products, which we believe will enhance sales and improve
profit margins, benefiting from the renewed distributor agreement.
"We are actively pursuing more retail agreements to broaden our sales reach.
Furthermore, we will explore opportunities to negotiate new brand partnerships
to expand our product categories."
He concluded:
"The impact of the pandemic continues to be felt, exacerbated by rising
interest rates and escalating raw material costs. This challenging environment
affects not only our group but the broader economy in which we operate. Many
retailers in our region have struggled, with increased operating expenses
leading to closures. In response, our group has implemented various support
measures for our business partners, including a new partnership program with
revised suggested retail pricing. Additionally, based on our renewed agreement
with the brand owner, we are extending accounts receivable aging periods to
help our retail partners improve their sales margins and navigate these tough
conditions."
Ends
Enquiries:
Sealand Capital Galaxy Limited + 44 (0) 753 795 9788
Law Chung Lam Nelson, Executive Chairman
Notes to Editors:
The Company's Shares are traded on the Official List of the London Stock
Exchange's main market for listed securities under the ticker SCGL.
Further information on Sealand please visit: http://www.scg-ltd.com/
(http://www.scg-ltd.com/)
SEALAND CAPITAL GALAXY LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS
Sealand Capital Galaxy Limited is a company acting as a special purpose
acquisition company. The Group is engaged in e-commerce, mobile payment and
other IT related business. Today it announces its results for the six months
ended 30 June 2024.
Business Review
Our recent focus on e-business in China has not yielded satisfactory profit
results. Moving forward, we will leverage our strengths to enhance sales
across the full spectrum of channels, both online and offline, within our
authorized sales capacity.
Collaboration with local retail partners has proven beneficial. The brand
owner continues to support our efforts, having renewed our sole
distributorship for another three years with a modest increase in distributor
pricing. They are also providing assistance in designing product sales
bundles. Additionally, we plan to launch workshops this year to educate
customers on our products, which we believe will enhance sales and improve
profit margins, benefiting from the renewed distributor agreement.
We are actively pursuing more retail agreements to broaden our sales reach.
Furthermore, we will explore opportunities to negotiate new brand partnerships
to expand our product categories.
Financial Review
During the six months ended 30 June 2024, the loss attributable to ordinary
shareholders was £163,890 (2023: £203,951), and the revenue for the period
was £71,631 (2023: £61,198).
Prospects
The impact of the pandemic continues to be felt, exacerbated by rising
interest rates and escalating raw material costs. This challenging environment
affects not only our group but the broader economy in which we operate. Many
retailers in our region have struggled, with increased operating expenses
leading to closures. In response, our group has implemented various support
measures for our business partners, including a new partnership program with
revised suggested retail pricing. Additionally, based on our renewed agreement
with the brand owner, we are extending accounts receivable aging periods to
help our retail partners improve their sales margins and navigate these tough
conditions.
As a publicly listed company, we are committed to delivering optimal returns
for our shareholders. We continuously seek new business opportunities within
China and across Asia. We aim to leverage the potential of the China "Belt and
Road" initiative and explore new ventures in the ASEAN region, capitalizing on
our headquarters in Hong Kong.
Looking ahead, we anticipate that 2025 may pose significant challenges for
businesses overall. While there are indications of a potential reduction in
interest rates, which could improve the business environment, it is prudent
not to rely solely on uncertain large-scale policies. Our group will continue
to capitalize on its strategic location within ASEAN to drive growth and
resilience.
SEALAND CAPITAL GALAXY LIMITED
MANAGEMENT DISCUSSION AND ANALYSIS
Going Concern
As at 30 June 2024, the Group has cash and cash equivalent balances of £8,108
and net current liabilities and net liabilities of £1,427,781.
The directors' cash-flow projections for the forthcoming 12 months conclude
there will be a need for additional cash resources. The directors are in
discussions with some parties that may raise further equity and/or loans.
There is no certainty that any such funds will be forthcoming or the price and
other terms will be acceptable.
Directors
The following directors served during the six months ended 30 June 2024:
Mr Chung Lam Nelson Law (Chairman and Chief Financial Officer)
Mr Geoffrey John Griggs (Non-executive Director)
I would like to thank my colleagues for their continued perseverance and
commitment towards reaching the Groups' objectives.
Chung Lam Nelson Law
Chairman
30 September 2024
SEALAND CAPITAL GALAXY LIMITED
PRINCIPAL RISKS AND UNCERTAINTIES
The Board regularly monitors exposure to risks and uncertainties that it
considers key as set out below.
The group faces risks associated with integrating and assimilating acquired
businesses. Difficulties may arise due to cultural differences, operational
complexities, and organizational alignment, which could impact the performance
and profitability of acquired entities.
International Interest Rates and Inflation
The international landscape has indicated a potential reduction in interest
rates, influenced by the upcoming U.S. election results in November. Given the
unpredictability associated with human factors in this election, forecasting
remains challenging. The Hong Kong Dollar's peg to the U.S. Dollar, as
dictated by the currency policy in our special economic zone, will
significantly impact our operations.
Currency Fluctuations
The U.S. Dollar is the predominant global currency, and its fluctuations will
have substantial repercussions on our procurement of goods from Europe and the
products we sell in Asia.
As a publicly listed company, we recognize the importance of continuously
monitoring the operating environment. Our group is committed to striving for
improved results in the upcoming fiscal year.
Financial Risks
The Group financial risks including foreign exchange risk, interest rate risk,
credit risk, liquidity risk and cash flow risk are carefully monitored by the
Board.
Chung Lam Nelson Law
Chairman
30 September 2024
SEALAND CAPITAL GALAXY LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors confirm that to the best of their knowledge:
(a) the condensed set of financial statements, which has been prepared in
accordance with IAS 34 "Interim Financial Reporting", gives a true and fair
view of the assets, liabilities, financial position and loss of the Group as a
whole as required by DTR 4.2.4R subject to the comment on the going concern
position of the Group.
(b) the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six
months of the year and a description of principal risks and uncertainties for
the remaining six months of the year); and
(c) the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and
changes therein).
By order of the Board
Chung Lam Nelson Law
Chairman
30 September 2024
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
Six months Six months
ended ended
30 June 2024 30 June 2023
(Unaudited) (Unaudited)
Notes £ £
Revenue 5 71,631 61,198
Cost of services (35,813) (38,899)
Gross profit 35,818 22,299
Other income 5 1,837 8,151
Administrative expenses (199,758) (275,488)
Finance costs (71) (425)
Gain on deregistration of subsidiaries - 41,207
Loss before tax 6 (162,174) (204,256)
Income tax expenses - -
Loss for the period (162,174) (204,256)
Attributable to:
Equity holders of the Company (163,890) (203,951)
Non-controlling interests 1,716 (305)
(162,174) (204,256)
Loss per share attributable to equity holders of the Company
Pence Pence
Basic and diluted 8 (*) (*)
* Less than 0.001 pence
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2024
Six months Six months
ended ended
30 June 2024 30 June 2023
(Unaudited) (Unaudited)
Notes £ £
Loss for the period (162,174) (204,256)
Other comprehensive (loss)/income
Items to be reclassified subsequently to profit or loss:
- Exchange differences on translation of foreign operations (2,534) 39,653
Other comprehensive loss for the period, net of tax (2,534) 39,653
Total comprehensive loss for the period (164,708) (164,603)
Attributable to:
Equity holders of the Company (165,765) (173,999)
Non-controlling interests 1,057 9,396
(164,708) (164,603)
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE SIX MONTHS ENDED 30 JUNE 2024
At At
30 June 2024 31 December 2023
(Unaudited) (Unaudited)
Notes £ £
Non-current assets
Property, plant and equipment 9 - 14,178
Current assets
Inventories 10 43,998 49,224
Deposit, prepayment and other receivables 51,249 45,531
Trade receivables 35,070 35,435
Cash and cash equivalents 8,108 9,111
138,425 139,301
Current liabilities
Trade payables 38,305 36,110
Other payables and accrued expenses 690,481 630,524
Amount due to a director 837,420 740,486
Finance lease liabilities 11 - 14,432
1,566,206 1,421,552
Net current liabilities (1,427,781) (1,282,251)
Total assets less current liabilities (1,427,781) (1,268,073)
Net liabilities (1,427,781) (1,268,073)
Capital and reserves
Share capital 12 72,490 71,581
Reserves (1,180,042) (1,018,368)
Total equity attributable to equity shareholders of the Company
(1,107,552) (946,787)
Non-controlling interests (320,229) (321,286)
Total equity (1,427,781) (1,268,073)
The notes to the financial statements form an integral part of these financial
statements
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE SIX MONTHS ENDED 30 JUNE 2024
Attributable to the equity holders of the Company
Share-based
Share payment Accumulated Exchange Non-controlling
Share capital premium reserve losses reserve Total interests Total equity
£ £ £ £ £ £ £ £
Six months ended 30 June 2024
At 1 January 2024 (Audited) 71,581 6,917,830 357,417 (8,328,881) 35,266 (946,787) (321,286) (1,268,073)
Loss for the period - - - (163,890) - (163,890) 1,716 (162,174)
Exchange differences arising on translation - - - - (1,875) (1,875) (659) (2,534)
Total comprehensive (loss)/income - - - (163,890) (1,875) (165,765) 1,057 (164,708)
Issue of share 909 4,091 - - - 5,000 - 5,000
At 30 June 2024 (Unaudited) 72,490 6,921,921 357,417 (8,492,771) 33,391 (1,107,552) (320,229) (1,427,781)
Six months ended 30 June 2023
At 1 January 2023 (Audited) 71,581 6,917,830 357,417 (7,914,649) (3,720) (571,541) (321,302) (892,843)
Loss for the period - - - (203,951) - (203,951) (305) (204,256)
Exchange differences arising on translation - - - - 29,952 29,952 9,701 39,653
Total comprehensive (loss)/income - - - (203,951) 29,952 (173,999) 9,396 (164,603)
At 30 June 2023 (Unaudited) 71,581 6,917,830 357,417 (8,118,600) 26,232 (745,540) (311,906) (1,057,446)
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2024
Six months Six months
ended ended
30 June 2024 30 June 2023
(Unaudited) (Unaudited)
£ £
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax (162,174) (204,256)
Adjustments for:
Depreciation 14,252 14,693
Gain on deregistration of subsidiaries - (41,207)
Share based payments expense 5,000 -
Interest expenses 71 425
Bank interest income (15) (10)
Operating cash flows before movements in working capital (142,866) (230,355)
Decrease in inventories 5,226 14,827
(Increase)/decrease in prepayments and other receivables (5,718) 1,968
Decrease/(increase) in trade receivables 365 (417)
Increase in amount due to a director 96,934 64,508
Increase/(decrease) in trade payables 2,195 (1,419)
Increase in other payables and accrued expenses 59,957 98,009
Net cash generated from/(used in) operations 16,093 (52,879)
Payment of interest portion of lease liabilities (71) (425)
Net cash generated from/(used in) operating activities 16,022 (53,304)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash outflow on deregistration of subsidiaries - (989)
Interest income received 15 10
Net cash generated from/(used in) investing activities 15 (979)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of principal portion of lease liabilities (14,503) (12,099)
Net cash used in financing activities (14,503) (12,099)
Net increase/(decrease) in cash and cash equivalents 1,534 (66,382)
Foreign exchange realignment (2,537) 38,445
Cash and cash equivalents at 1 January 9,111 35,567
Cash and cash equivalents at 30 June 8,108 7,630
The notes to the financial statements form an integral part of these financial
statements.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
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 registered office of the Company is
Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman
Islands. These unaudited consolidated interim 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 unaudited consolidated interim financial statements for the six months
ended 30 June 2024 have been prepared in accordance with the International
Accounting Standard ("IAS") No. 34 "Interim Financial Reporting" issued by the
International Accounting Standards Board ("IASB"). These unaudited
consolidated interim financial statements were not reviewed or audited by our
auditor.
The consolidated interim financial information has been prepared in accordance
with the same accounting policies adopted in the 2023 annual financial
statements extracted, except for the accounting policy changes that are
expected to be reflected in the 2024 annual financial statements.
The preparation of the interim financial information in conformity with IAS 34
requires management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses on a year to date basis. Actual results may differ from
these estimates.
This consolidated interim financial information contains consolidated
financial statements and selected explanatory notes. The notes include an
explanation of events and transactions that are significant to an
understanding of the changes in financial position and performance of the
Group since the 2022 annual financial statements. The consolidated interim
financial statements and notes thereon do not include all of the information
required for a full set of financial statements prepared in accordance with
International Financial Reporting Standards ("IFRSs").
3. GOING CONCERN
The directors' cash projections for the forthcoming 12 months conclude that
there will be a need for additional cash resources to fully implement the
business plans. The directors are in discussion with a number of individuals
that may lead to further equity and/or loans being raised. There is no
certainty that any such funds will be forthcoming or the price and other terms
will be acceptable.
4. 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.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
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; and
(b) The e-commerce segment includes sales of goods through internet and provision
for consultancy services related to e-commerce.
Digital
marketing
and E-
payment commerce Unallocated Total
£ £ £ £
Six months ended 30 June 2024 (Unaudited)
Revenue - 71,631 - 71,631
Segment loss (206) (7,662) (154,306) (162,174)
Assets 51 94,612 43,762 138,425
Liabilities 6,474 72,022 1,487,710 1,566,206
Six months ended 30 June 2023 (Unaudited)
Revenue - 61,198 - 61,198
Segment loss (6,366) (7,081) (190,809) (204,256)
Assets 26 149,841 60,540 210,407
Liabilities 6,488 99,863 1,161,502 1,267,853
5. REVENUE AND OTHER INCOME
Six months Six months
ended ended
30 June 2024 30 June 2023
(Unaudited) (Unaudited)
£ £
REVENUE
Commission income 437 642
Sales of goods 71,194 60,556
71,631 61,198
OTHER INCOME
Bank interest income 15 10
Others 1,822 8,141
1,837 8,151
SEALAND CAPITAL GALAXY LIMITED
NOTES TO UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
6. LOSS BEFORE TAX
Six months Six months
ended ended
30 June 2024 30 June 2023
(Unaudited) (Unaudited)
£ £
Loss before tax has been arrived at after charging:
Depreciation - Owned assets and right of use assets 14,252 14,693
7. EMPLOYEES
The average number of employees during the period was made up as follows:
Six months Six months
ended ended
30 June 2024 30 June 2023
(Unaudited) (Unaudited)
Directors 2 2
Staff 3 3
Directors' remuneration (£) 99,000 99,000
8. BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is calculated by dividing the loss attributable to the
Company's owners of £163,890 (2023: £203,951) by the weighted average number
of 715,815,080 ordinary shares (2023: 715,815,080) in issue during the six
months ended 30 June 2024.
Diluted loss per share was the same as basic loss per share as no potential
dilutive ordinary shares were outstanding for both the six months ended 30
June 2024 and 2023.
9. PROPERTY, PLANT AND EQUIPMENT
Right of use
assets
£
At 1 January 2024 (Audited) 14,178
Depreciation for the period (14.252)
Exchange differences 74
At 30 June 2024 (Unaudited) -
SEALAND CAPITAL GALAXY LIMITED
NOTES TO UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED 30 JUNE 2024
10. INVENTORIES
At At 31
30 June 2024 December 2023
(Unaudited) (Audited)
£ £
Finished goods 43,998 49,224
11. LEASE LIABILITIES
The total minimum lease liabilities under finance leases and their present
values at the reporting date are as follows:
At At 31
30 June 2024 December 2023
(Unaudited) (Audited)
£ £
Current portion:
Gross finance lease liabilities - 14,503
Finance expense not recognised - (71)
- 14,432
The net finance lease liabilities are analysed as follows:
- Not later than 1 year - 14,432
12. SHARE CAPITAL
Number £
Ordinary shares issued and fully paid
At 1 January 2024 (Audited) 715,815,080 71,581
Issue of share (note (a)) 9,090,909 909
At 30 June 2023 (Unaudited) 724,905,989 72,490
Note:
(a) On 26 January 2024, the Company issued 9,090,909 ordinary new shares of
£0.0001 per share for the settlement of professional fees of £5,000.
13. NON-CASH TRANSACTION
On 26 January 2024, the Company issued 9,090,909 ordinary new shares of
£0.0001 per share for the settlement of professional fees of £5,000.
14. RELATED PARTY TRANSACTIONS
(a) Details of the compensation of key management personnel are disclosed in Note
7 to the unaudited interim results.
(b) Apart from the balances with related parties at the end of the reporting
period disclosed elsewhere in the financial statements, the Company had not
entered into any significant related party transactions for the six months
ended 30 June 2024.
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