Sealand Capital - Final Results and Notice of AGM
15 June 2026
Information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon publication of this announcement, this inside information is now considered to be in the public domain.
SEALAND CAPITAL GALAXY LIMITED
("Sealand", the "Company", or the "Group")
Final results for the year ended 31 December 2025
and
Notice of AGM
Sealand Capital Galaxy Limited (LSE: SCGL) announces its audited final results for the year ended 31 December 2025.
Key operational and financial highlights:
· Revenue increased significantly to £1,545,160 (2024: £121,802) attributable to the growth in marketing service and digital solutions service.
· Loss before tax increased to £1,453,978 (2024: £350,224) and loss for the year increased to £1,543,773 (2024: £350,224). This increase is attributable to the £1,111,314 non-cash fair value loss on embedded conversion derivatives, a technical accounting requirement under IFRS 9 that has no impact on the Group's cash position, liquidity or underlying operating performance.
· Net liabilities were £2,081,766 at 31 December 2025 (2024: £1,577,106), driven by the non-cash derivative liabilities of £1,189,996, and the net current liabilities of £2,115,689 (2024: £1,604,486).
· Strategic upgrade announced in January 2026 focused on higher-growth technology and AI-enabled commercial opportunities across the Asia-Pacific region.
· Approximately £9 million raised post period-end through share subscription, conversion of convertible loan notes and warrant exercises, materially strengthening the Group's balance sheet.
· Mr Siqi (Daniel) Cao transitioned to the role Chief Executive Officer in April 2026, following his appointment as Executive Director and Board member in December 2025.
The Company further announces that its 2026 Annual General Meeting will be held at 11:00 a.m. on 14 July 2026 at Shoosmiths LLP's offices at 1 Bow Churchyard, London, EC4M 9DQ (the "AGM").
Further details on the arrangements for the AGM are set out in the Notice of AGM, which together with the Form of Proxy, will be posted to shareholders today. The Annual Report and Financial Statements for the year ended 31 December 2025 and the notice of AGM will shortly be available on the Company's website at https://www.sealandcapitalgalaxy.com/ and the National Storage Mechanism.
Elena Suet Sum Law, Executive Chairwoman of Sealand, commented:
"2025 was a year of significant operational progress and strategic upgrade for Sealand, as we strengthened the foundations of the business, improved financial performance and began shifting the Group's focus towards higher-growth technology and AI-enabled opportunities across the Asia-Pacific region.
"Revenue increased significantly during the year to £1.55 million, while losses narrowed materially compared with the prior year. Building on this operational progress, the Group undertook a comprehensive internal business assessment and sharpened its focus on technology-enabled commercial opportunities, AI-driven digital solutions and scalable platform development across the Asia-Pacific region.
"In January 2026, the Board announced an updated strategic direction intended to strengthen and scale the Group's existing commercial operations while increasing the application of AI, digital tools and technology-enabled services to improve customer engagement, operational efficiency and partner solutions.
"Post period-end, the Group also completed a series of financing transactions which raised approximately £9 million in new equity. These transactions have materially strengthened the Group's balance sheet and provide additional financial resources to support the execution of the Group's strategic objectives.
"While the broader macroeconomic environment remains uncertain, the Board believes the Group is well positioned to continue developing its technology-enabled commercial platform across the Asia-Pacific region. The Group remains focused on disciplined execution, operational scalability and the selective pursuit of opportunities aligned with its long-term strategic objectives.
"Looking ahead, we see a significant opportunity to expand our presence across the Asia-Pacific region through a disciplined, technology-enabled commercial strategy spanning e-commerce, AI-driven digital solutions, advisory services and selective strategic investments. We will continue to optimise our core operations while increasing the application of AI and digital technologies across the business to enhance customer engagement, improve operational efficiency and deepen partner relationships.
"We also intend to further develop strategic partnerships and cross-market opportunities between China, Hong Kong and international markets, leveraging our regional network and market expertise. Through disciplined capital allocation and continued operational execution, Sealand is increasingly well positioned to build a more scalable and diversified business, with the aim of delivering sustainable long-term value for shareholders."
The Directors of the Company are responsible for the release of this announcement.
Enquiries:
Sealand Capital Galaxy Limited
Ms. Elena Suet Sum Law (Executive Chair)
Mr. Siqi Cao (Chief Executive Officer)
Mr. Geoffrey Griggs (Non-Executive Director)
Mr. Chong Sun Terng (Non-Executive Director)
SPARK Advisory Partners Limited (Financial Adviser): +44 (0) 203 368 3550/3551
Mark Brady/Angus Campbell
Investor Relations and Media: media@scglimited.info
Notes to Editors:
The Company's shares are traded on the Equity Shares (transition) category of the London Stock Exchange under ticker SCGL.
Further information on Sealand is available on: https://www.sealandcapitalgalaxy.com/
EXTRACTS FROM THE ANNUAL REPORT AND ACCOUNTS
CHAIRWOMAN'S STATEMENT
Dear Shareholders,
2025 was a year of significant operational progress and strategic upgrade for Sealand Capital Galaxy Limited ("Sealand", the "Company" or the "Group"), as we strengthened the foundations of the business, improved operational financial performance and began shifting the Group's focus towards higher-growth technology and AI-enabled opportunities across the Asia-Pacific region.
PERFORMANCE FOR THE YEAR
The Group reported a loss of £1,543,773 (2024: Loss of £350,224) for the year. This increase in loss is driven by the £1,111,314 non-cash fair value loss on embedded conversion derivatives of the convertible loan notes, a technical accounting adjustment required under IFRS 9 that has no impact on the Group's cash position, liquidity or underlying business operations.
Excluding this non-cash item, the Group delivered a substantial improvement in operating performance, underpinned by transformative revenue growth. Revenue surged from £121,802 to £1,545,160 in the highly competitive e-Commerce and emerging technology sector. We have strengthened our core e-Commerce platform and strategically deployed capital to invest in next-generation technologies that positions us for accelerated growth in revenue and profitability in the coming years.
These circumstances have posed significant challenges for the Group, requiring us to re-evaluate and to adapt to the changing economic landscape. Despite these obstacles, the Group remains steadfast in overcoming these hurdles and seizing potential avenues for sustainable growth.
Going forward, the Group will enhance sales by leveraging our new AI capabilities to deliver greater personalised engagement with customers, curate tailored product offerings, and provide brands and partners with deeper customer insights and comprehensive reporting. This will improve customer engagement, revenue per interaction and customer retention, and will strengthen our position with partners, ultimately driving higher revenue and improving profitability. Furthermore, with enhanced access to capital, the Group can pursue targeted investments and complementary acquisitions to expand our technological capabilities.
RECENT KEY DEVELOPMENTS
In January 2026, the Board announced a strategic upgrade of the Group, focused on higher-growth technology and AI-enabled opportunities intended to enhance long-term shareholder value. The updated strategy includes the development of AI and SaaS-enabled digital management solutions, alongside broader technology and digital infrastructure opportunities, supported by a dual-hub approach across the Asia-Pacific region, with Shenzhen serving Mainland China and Hong Kong supporting wider regional expansion.
In the first quarter of 2026, the Group completed a series of financing transactions, including the full drawdown and conversion of outstanding convertible loan notes facility, the exercise of warrants and a share subscription by an executive director, raising approximately £9 million in new equity. These transactions have materially strengthened the Group's balance sheet and provided additional financial resources to support the execution of the Group's strategic objectives.
In April 2026, Dr Thomas Sawyer stepped down as Chief Executive Officer and Mr Siqi (Daniel) Cao, Executive Director and the Company's largest shareholder, was appointed Chief Executive Officer with immediate effect. The Board thanks Dr Sawyer for his contribution to the Group and for his role in upgrading the business and establishing a platform for future growth. The Board believes Mr Cao's entrepreneurial and commercial experience, alongside his recent investment in the Company, demonstrates strong alignment with the Group's long-term strategic direction and shareholder interests.
FUTURE PROSPECTS AND OUTLOOK
While the broader global economic environment remains uncertain, shaped by ongoing geopolitical tensions and international trade pressures, the Group remains focused on strengthening operational performance, enhancing commercial scalability and executing its updated strategic directions.
The Group believes there remains a significant opportunity to expand its presence across the Asia-Pacific region through a disciplined technology-enabled commercial strategy focused on e-Commerce, AI-driven digital solutions, advisory services and selective strategic investments.
Looking ahead, the Group will continue to strengthen and optimise its core commercial operations while increasing the application of AI and digital technologies across the business to improve customer engagement, operational efficiency and partner services. The Group also intends to continue developing strategic partnerships and cross-market opportunities between China, Hong Kong and international markets, leveraging its growing regional network and market knowledge.
The Board remains focused on disciplined capital allocation, operational execution and the selective pursuit of opportunities aligned with the Group's long-term strategic objectives. Through this approach, the Group aims to build a more scalable and diversified business capable of delivering sustainable long-term value for shareholders and stakeholders alike.
ACKNOWLEDGEMENTS
On behalf of the Board, I would like to thank our shareholders, business partners, suppliers and advisers for their continued support throughout the year. I would also like to express my sincere appreciation to our employees and management team for their commitment, resilience and contribution to the ongoing development of the Group.
Elena Suet Sum Law
Chairwoman
14 June 2026
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
2025
2024
Continuing operations
Note
£
£
Revenue
8
1,545,160
121,802
Cost of sales
(956,118)
(64,725)
Gross profit
589,042
57,077
Administrative expenses
9
(954,035)
(409,569)
Other income
14
3,633
Finance lease expenses
(630)
(1,365)
Operating loss
(365,609)
(350,224)
Finance income
25
22,945
-
Finance expenses
25
(1,111,314)
-
Loss before tax
(1,453,978)
(350,224)
Income tax expenses
11
(89,795)
-
Loss for the year
(1,543,773)
(350,224)
Attributable to:
Owners of the parent
(1,644,054)
(352,965)
Non-controlling interests
100,281
2,741
Loss for the year
(1,543,773)
(350,224)
Loss per share attributable to equity holders of the Company
Pence
Pence
Basic and diluted loss per share
12
(0.18)
(0.05)
2025
2024
Note
£
£
Loss for the year
(1,543,773)
(350,224)
Other comprehensive loss
Items that are or may be reclassified subsequently to profit or loss:
- Exchange differences on translation of foreign operations
(13,585)
(15,309)
Other comprehensive loss for the year, net of tax
(13,585)
(15,309)
Total comprehensive loss for the year
(1,557,358)
(365,533)
Attributable to:
Equity holders of the Company
(1,658,024)
(364,483)
Non-controlling interests
100,666
(1,050)
Total comprehensive loss for the year
(1,557,358)
(365,533)
The notes form an integral part of these financial statements.
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2025
2025
2024
Note
£
£
ASSETS
Non-Current Assets
Right-of-use of asset
13
11,696
41,940
Goodwill
22
22,227
-
Total non-current assets
33,923
41,940
Current Assets
Financial assets at FVTPL
25
222,945
-
Inventories
14
43,429
20,862
Trade receivables and accrued income
15
1,183,629
31,664
Deposit, prepayment and other receivables
15
571,450
35,904
Cash and cash equivalents
112,534
18,461
Total current assets
2,133,987
106,891
Total assets
2,167,910
148,831
Current liabilities
Trade payables
16
740,584
36,110
Advance from customers, other payables and accruals
17
914,886
787,511
Amount due to an ex director
18
1,290,494
859,807
Lease liabilities
19
13,012
27,949
Derivative financial instruments
24
1,189,996
-
Current tax liabilities
100,704
-
Total current liabilities
4,249,676
1,711,377
Net current liabilities
(2,115,689)
(1,604,486)
Non-current liabilities
Lease liabilities
19
-
14,560
Total non-current liabilities
-
14,560
Net liabilities
(2,081,766)
(1,577,106)
Equity
Share Capital
20
101,153
75,590
Share premium
7,516,051
6,970,321
Share-based payment reserve
134,024
-
Exchange reserve
9,778
23,748
Accumulated loss
(9,968,483)
(8,324,429)
Equity attributable to owners of the parent
(2,207,477)
(1,254,770)
Non-controlling interests
125,711
(322,336)
Total equity
(2,081,766)
(1,577,106)
The notes form an integral part of these financial statements.
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital
Share premium
Share-based payment reserve
Exchange reserve
Accumulated losses
Attributable to owners of the parent
Non-controlling
interests
Total
equity
£
£
£
£
£
£
£
£
At 1 January 2025
75,590
6,970,321
-
23,748
(8,324,429)
(1,254,770)
(322,336)
(1,577,106)
Loss for the year
-
-
-
-
(1,644,054)
(1,644,054)
100,281
(1,543,773)
Exchange differences arising on translation
-
-
-
(13,970)
-
(13,970)
385
(13,585)
Total comprehensive loss
-
-
-
(13,970)
(1,644,054)
(1,658,024)
100,666
(1,557,358)
Issue of shares
25,563
545,730
-
-
-
571,293
-
571,293
Issue of warrants
-
-
134,024
-
-
134,024
-
134,024
Non-controlling interests on formation of subsidiaries
-
-
-
-
-
-
347,381
347,381
At 31 December 2025
101,153
7,516,051
134,024
9,778
(9,968,483)
(2,207,477)
125,711
(2,081,766)
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 shares
4,009
52,491
-
-
-
56,500
-
56,500
Cancellation of share option
-
-
(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)
The notes form an integral part of these financial statements.
SEALAND CAPITAL GALAXY LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
2025
2024
£
£
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax
(1,453,979)
(350,224)
Adjustments for:
Depreciation
27,426
27,861
Fair value movement - derivative financial instruments
1,088,368
-
Interest income
(7)
(18)
(338,191)
(322,381)
Changes in working capital:
(Increase)/Decrease in inventories
(22,567)
28,362
(Increase)/Decrease in trade receivables and accrued revenue
(1,151,965)
4,466
(Increase)/Decrease in deposit, prepayments and other
receivables
(534,546)
8,932
Increase in amount due to an ex director
430,687
119,321
Increase in trade payables
704,474
-
Increase in advance from customers, other payables and accruals
138,284
156,987
Effect of foreign exchange rate changes
313,365
(16,049)
Net cash used in operating activities
(460,459)
(20,362)
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
7
18
Net cash generated from investing activities
7
18
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of shares
384,000
56,500
Proceeds from borrowings
200,000
-
Repayment of lease liabilities
(28,161)
(26,825)
Net cash generated from financing activities
555,839
29,675
Net increase/(decrease) in cash and cash equivalents
95,388
9,331
Effect of foreign exchange rate changes
(1,314)
19
Cash and cash equivalents at 1 January
18,461
9,111
Cash and cash equivalents at 31 December
112,534
18,461
The notes from pages 25 to 54 form an integral part of these financial statements.
Non-cash transactions
1. During the Year, the Group obtained control over Yangwei HealthFood (Guangzhou) Co., Ltd., Yitong Shuxin (Shenzhen) Technology Co., Ltd. and Yitong Yaojing (Shenzhen) Technology Co., Ltd. by way of committed capital contribution. The non-controlling interest arising on incorporation of subsidiary undertaking, amounting to £347,831 was unpaid at year-end and included within other receivables.
2. During the Year, the Group subscribed to £200,000 convertible loan notes issued by EVOO AI Plc; the consideration was paid by the subscriber of the Company's convertible loan notes on behalf of the Company.
3. During the year, the fair value of convertible loan notes and conversion warrants amounting to £187,293 were converted into equity converted into equity.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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").
2. BASIS OF PREPARATION
The consolidated group financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS") and IFRIC interpretations issued by the International Accounting Standards Board.
These consolidated Group financial statements are presented in Pound Sterling ("£") rounded to the nearest Great British Pound, except for otherwise indicated, and have been prepared under the historical cost convention, except for certain financial instruments and share-based payments that have been measured at fair value..
Details of going concern are included in note 4(m).
3. STANDARDS AND INTERPRETATIONS
(i) New standards, amendments and interpretations
The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 January 2025. 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
Amendments to IAS 21
The Effects of Change in Foreign Exchange Rates
Effective: Annual periods beginning on or after 1 January 2025
The following new standards have been issued but are not yet effective and have not been early adopted by the Group; they are not expected to have a material impact on the Group's financial statements.
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
4. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of consolidation
Thee Group financial statements consolidate the accounts of the Company and its subsidiary undertakings controlled by the Company for the year ended 31 December 2025.
Control exists when the Company (or one of its subsidiary undertakings) has the power to govern the financial and operating policies of an investee entity so as to derive benefits from its activities. Specifically, the Group controls an investee if all three of the following elements are present:
· 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
The consolidated statement of comprehensive income includes the results of all subsidiary undertakings for the period from the date on which control passes.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the consolidated statement of financial position, the acquiree's identifiable assets and liabilities are initially recognised at their fair values at the acquisition date. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill.
All significant intra-group transactions, balances, income and expenses are eliminated on consolidation.
(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.
(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.
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.
(iii) 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.
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. For the majority of revenue streams, there is a low level of judgement applied in determining the transaction price or the timing of transfer of control.
(i) e-Commerce revenue
Revenue from the sale of goods through e-commerce platforms is recognised at the point in time when control of the goods is transferred to the customer, which is generally when the customer accepts delivery of the goods.
· The transaction price is measured at the amount of consideration the Group expects to receive, net of estimated returns, discounts, rebates and other similar allowances. Provisions for product returns are recognised based on historical return rates and specific customer circumstances.
· The Group assesses whether it acts as a principal or an agent in e-commerce transactions. Where the Group controls the goods before they are transferred to the customer (i.e. bears inventory risk, has primary responsibility for fulfilling the order and can set prices), revenue is recognised on a gross basis. Where the Group acts as an agent (i.e. does not control the goods before transfer), revenue is recognised on a net basis representing the commission or fee earned.
(ii) Software development and SaaS revenue
Revenue from software development and technology services is recognised either over time or at a point in time depending on the nature of the performance obligation:
· Custom software development services: Revenue is recognised over time using an input method based on the proportion of labour hours incurred to date relative to the total expected labour hours for the contract. This method best depicts the Group's performance in transferring control of the service to the customer as work progresses.
· SaaS subscription services: Revenue from cloud-based software subscriptions is recognised on a straight-line basis over the subscription term, as the customer simultaneously receives and consumes the benefits of the service throughout the term.
· Software licences: Revenue from perpetual software licences that are distinct from related implementation and support services is recognised at the point in time when the licence is delivered and the customer can use and benefit from the licence. Revenue from term licences is recognised over the licence term.
· Where a contract contains multiple performance obligations (e.g. software licence, implementation services, training and post-contract support), the transaction price is allocated to each performance obligation based on their relative standalone selling prices.
(iii) Advertising and marketing services revenue
Revenue from advertising and marketing services is recognised based on the nature of the service provided:
· Display advertising: Revenue is recognised over the period the advertisement is displayed on the Group's platforms or partner platforms.
· Performance-based advertising: Revenue is recognised at the point in time when the performance condition is satisfied (e.g. when a user clicks on an advertisement or completes a specified action), as this is when the Group's performance obligation is fulfilled.
· Marketing planning and consulting services: Revenue is recognised over time as the services are provided, using an input method based on costs incurred or labour hours expended.
· The Group assesses whether it acts as a principal or an agent in advertising transactions. Where the Group is primarily responsible for fulfilling the advertising service and bears inventory risk for advertising inventory, revenue is recognised on a gross basis. Where the Group acts as an agent connecting advertisers with media owners, revenue is recognised on a net basis representing the agency commission earned.
(c) Foreign currency transactions
(i) Functional and presentational currency
Items included in the accounts 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 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)
(d) 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.
(e) 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.
(f) Financial instruments
Financial assets and financial liabilities are recognised 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(g)) 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, advance received from customers, other payables and accruals. All financial liabilities are subsequently measured at amortised cost using the effective interest method.
1. Compound Financial Instruments (Convertible Loan Notes)
Convertible loan notes with variable conversion terms are accounted for as host debt contracts with embedded conversion derivatives. The embedded derivative is separated and measured at fair value through profit or loss (FVTP&L) as it does not meet the "fixed-for-fixed" criterion in IAS 32. The host debt component is measured at amortised cost using the effective interest method. For the £400,000 convertible loan notes issued in 2025, due to the unique terms, the whole convertible loan notes are recognized as derivative liabilities with no allocation to host debt.
2. Derivative Financial Instruments
Derivatives (including embedded derivatives that are not closely related to their host contracts) are initially recognised at fair value on the date the contract is entered into and are subsequently remeasured at fair value through profit or loss ("FVTPL") at each reporting date. Changes in fair value are recognised immediately in the Consolidated Statement of Comprehensive Income. The embedded derivative is measured at fair value using a pricing model for the convertible loans issued, plus conversion warrants, with changes in fair value recognized in profit or loss.
The Group does not currently apply hedge accounting. All derivatives are presented as current assets or liabilities based on their contractual maturity date.
3. Warrants
Warrants are classified as either equity instruments or derivative financial liabilities based on the terms of the instrument and the requirements of IAS 32:
a) Equity-classified Warrants: Warrants issued by the Company that entitle the holder to acquire a fixed number of the Company's ordinary shares for a fixed amount of cash (meeting the "fixed-for-fixed" criterion) are classified as equity instruments. Proceeds from the issue of warrants, net of direct transaction costs, are credited to share premium. When warrants are exercised, the amount previously credited to share premium is transferred to share capital and additional share premium. If warrants expire unexercised, the related amount remains in share premium and no gain or loss is recognised.
b) Liability-classified Warrants: Warrants that do not meet the fixed-for-fixed criterion (including warrants issued by third parties and warrants convertible into a variable number of shares) are classified as derivative financial liabilities and measured at fair value with changes in fair value recognised in profit or loss.
(g) 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.
(h) 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.
(i) 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.
(j) Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held at call with banks.
(k) 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. The Group has not recognized any deferred income tax assets.
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.
(l) Leases
A lease is defined as a contract that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At the commencement date of a lease, a right-of-use asset and a lease liability are recognised in the financial statements. The lease liability is initially measured at the present value of expected future lease payments discounted at the interest rate implicit in the lease or, if that rate cannot be determined, the lessee's incremental borrowing rate. Subsequently, the lease liability decreases by the lease payments made, offset by interest on the liability, and may be remeasured to reflect any reassessment of expected payments or to reflect any lease modifications. The right-of-use asset is initially measured at cost. This comprises the amount of the initial lease liability plus: any lease payments made on or before the commencement date less incentives received; any incremental costs of obtaining the lease; and, if any, the costs of decommissioning the asset and any restoration work to return the asset to the condition required under the terms of the lease. Subsequently, the right-of-use asset is measured using the cost model. The asset is depreciated on a straight-line basis over the expected term of the lease, adjusted for any remeasurement of the lease liability, and is shown net of the accumulated depreciation and any impairment provisions. The Group has elected to use the recognition exemptions for low-value assets and short-term leases (leases with a duration of twelve months or less), which are expensed to operating profit on a straight-line basis over the term of the lease.
(m) Going concern
The group 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 Directors consider the going concern basis to be appropriate, having paid due regard to the Group's projected results during the 12 months from the date the group financial statements are approved and the anticipated cash flows and mitigating actions that can be taken during that period.
In the prior year, going concern was raised as a significant risk, however the Group's financial situation has improved significantly. As the Group has successfully completed a series of financing transactions in the first quarter of 2026, raising approximately £9 million in aggregate gross proceeds through share subscription, drawdown and conversion of the remaining convertible loan notes and exercise of warrants, and the core management team remains committed to providing ongoing financial support as required, in the form of a letter of support.
The macroeconomic factors in Asia-pacific region and wider continue to create some uncertainty in the Group's forecasts. Despite these, significant revenue growth was achieved in 2025 and is expected to continue through the next 12 months. The £9 million raised and the continued commitment from the Group's lenders provide the Group with confidence in respect of financial security to fund its future growth.
(n) 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.
(o) Equity Instruments
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 against share premium.
Proceeds from exercise of equity-classified warrants are credited to share capital (representing the nominal value of the shares issued) and share premium (representing the excess over nominal value).
For the shares issued to settle convertible loan notes, the fair value of the shares converted are credited to share capital and share premium.
(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 21.
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.
(r) Investment in a subsidiary
A subsidiary is an entity (including special purpose entity) over which the Company has the power to govern the financial and operating policies so as to obtain benefits from its activities, generally but not necessarily accompanying a shareholding of more than half of the voting power.
In the Company's statement of financial position, investment in subsidiaries is stated at cost less provision for impairment loss. The results of the subsidiaries are accounted for by the Company on the basis of dividends received and receivable.
(s) Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business, the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro-rata basis based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
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.
This note discloses the principal financial risks faced by the Group. For information on other principal risks and uncertainties facing the Group, please refer to the 'Principal Risks and Uncertainties' section in the Directors' Report.
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 £112,534 as at 31 December 2025. Apart from the abovementioned amount, no other financial instrument is subjected to interest rate risk. If the interest rate increases or decreases by 100 basis points, with all other variables held constant, the impact on the Group's profit before tax would be immaterial.
(ii) Foreign exchange risk
Foreign exchange 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 financing activities, foreign exchange dealings and 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. The Group does not use derivative financial instruments to hedge against the volatility associated with foreign currency transactions as the Directors believe that the risk arising from fluctuations in foreign currency exchange rates are not significant in the past. The Group will continue assessing the Group's exposure to foreign currency risk with the significant financing activities in GBP and the planned business activities in other functional currencies in 2026.
(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 25. Credit risk arises mainly from the inability of customers to make payments when due. The analysis of ageing debtors is provided in note 15.
Most of the Group's cash in banks have been deposited with reputable and creditworthy banks in China and 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 had net current liabilities of £2,116,689, with £1,189,996 being derivative financial instruments that does not involve repayment in cash. The post-year-end financing completed in Q1 2026 raised approximately £9 million gross proceeds, significantly improving the Group's liquidity position for future operation. The Board of Directors is sourcing further fundings for the Group's future capital needs including 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 stakeholders 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 issued capital, reserves and accumulated loss as disclosed in the financial statements.
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 SOURCES 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.
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 each debtor and the economic environment.
During the year ended 31 December 2025, a provision for impairment loss on trade receivables of £1,188 (2024: £14,187) was recognised according to management'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 2025 (2024: 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 2025, an allowance for obsolete inventories of £86,536 (2024: £4,295) was recognised.
Fair Value Measurement of Convertible Loan Notes and the attached derivatives
The accounting for convertible loan notes, including the allocation between liabilities and equity, together with the valuation of conversion warrants as derivative financial liabilities, requires the use of complex valuation models and for management to apply judgement and estimates.
The fair value of the convertible loan notes issued by the Company is determined using a discount rate that reflects the market rate for non-convertible debt with similar terms and credit risk. The selection of an appropriate discount rate involves significant estimation uncertainty, and changes in this rate could materially affect the carrying amounts of the liability and equity components. Due to the unique terms of the £400,000 convertible loan notes, adjusted market price has to be used to produce reasonable estimation of the derivative liabilities and fair value loss. More details are disclosed in note 24.
Fair Value Measurement of financial assets
The Company held £200,000 convertible loan notes issued by EVOO AI Plc (the "EVOO CLNs") as financial assets at fair value through profit and loss. The fair value of the EVOO CLNs require significant management estimates due to the following: i) EVOO AI Plc's shares are not traded in an active market; ii) EVOO AI Plc had not presented financial information to enable discounted cash flow valuation to be performed. Management's best estimates of the fair value equals the book value.
7. SEGMENT INFORMATION
(a) Basis of segmentation
The Group is organised into business segments based on the nature of the products and services provided, the different risks and returns of each business, and the internal reporting structure used by the chief operating decision maker ("CODM") to allocate resources and assess performance.
The CODM reviews the Group's internal reporting on a regular basis to assess performance and allocate resources. The CODM has identified the following reportable segments:
a) e-Commerce segment: Sale of goods through online platforms and provision of related logistics and customer support services;
b) Technology and SaaS segment: Development and sale of custom software, provision of cloud-based software-as-a-service (SaaS) solutions and technology consulting services;
c) Marketing and Advisory segment: Provision of display advertising, performance-based advertising, marketing planning and strategic advisory services for international businesses entering the China and UK markets.
Inter-segment transactions are conducted on terms and conditions that approximate arm's length prices. Unallocated items include corporate expenses, income tax and other items that are not directly attributable to any individual segment.
(b) Segment description
e-Commerce segment: The e-Commerce segment operates online retail platforms focusing on cross-border trade between the Asia-Pacific region and Europe. The segment sells a wide range of consumer and business products directly to customers and also provides third-party sellers with platform access and fulfilment services.
Technology and SaaS segment: The Technology and SaaS segment develops and delivers digital solutions that enhance operational efficiency and customer engagement for businesses across multiple industries. Following the strategic upgrade announced in January 2026, the segment is increasingly focused on artificial intelligence (AI)-enabled commercial applications and software-as-a-service (SaaS) solutions.
Marketing and Advisory segment: The Digital Marketing and Advisory segment provides integrated marketing solutions to help businesses build brand awareness and drive customer acquisition in the Asia-Pacific market. The segment also offers strategic advisory services to international companies seeking to establish or expand their presence in China and the UK.
(c) Geographical information
The Group's operations are structured around a dual-hub model with Shenzhen serving Mainland China and Hong Kong supporting expansion across Southeast Asia and the wider Asia-Pacific region. The Group also maintains a corporate office in London to manage its UK listing and European operations.
e-Commerce
Technology
Marketing and Advisory
Corporate
Total
£
£
£
£
2025
Revenue
407,915
484,259
649,172
3,814
1,545,160
Segment loss
(35,652)
64,957
299,816
(1,872,894)
(1,543,773)
Depreciation
-
-
-
27,426
27,426
Assets
599,597
909,900
641,331
16,082
2,166,910
Liabilities
2,318,151
738,856
353,931
838,738
4,249,676
2024
Revenue
121,802
-
-
121,802
Segment loss
19,327
-
(819)
(368,732)
(350,224)
Depreciation
-
-
-
27,861
27,861
Assets
67,388
-
51
81,392
148,831
Liabilities
99,486
-
6,492
1,619,959
1,725,937
Geographical information:
2025
2024
£
£
Revenue by Geography
Hong Kong
191,054
121,802
Mainland China
1,354,106
-
Information about major customers
For the year ended 31 December 2025, 2 external customers (2024: 2 external customers) contributed more than 10% to the Group revenue.
8. REVENUE AND OTHER INCOME
2025
2024
£
£
Revenue
eCommerce
407,915
121,802
Technology
484,259
-
Marketing and advisory
649,172
-
Corporate
3,814
-
1,545,160
121,802
9. OPERATING EXPENSES
2025
2024
£
£
Loss before tax has been arrived at after charging:
Depreciation - Right of use assets
27,426
27,861
Cost of inventories sold
956,118
64,725
Exchange (gain)/loss, net
161,867
(38,622)
Provision for impairment losses on trade and
other receivables
1,188
5,887
Allowance for obsolete inventories
89,493
4,216
Staff cost (including Director Remuneration)
34,434
185,231
Auditor's remuneration - audit
68,000
42,500
Fair value gain on EVOO CLNs
(22,945)
-
Fair value loss on CLNs and conversion warrants
1,111,314
-
10. EMPLOYEES
The average number of employees during the year was made up as follows:
2025
2024
Directors
3
2
Staff
1
-
2025
2024
£
£
Staff costs, including directors' costs comprise:
Wages, salaries and other staff costs
34,434
185,231
34,434
185,231
Dr. Thomas Sawyer served as Chief Executive Officer of the Group during the year 2025. He was engaged on a consultancy basis through Capro Limited and was not a direct employee of the Group. The total consideration paid to Capro Limited for his services during the year amounted to £131,108.
Key Management Remuneration
The directors' emoluments in respect of qualifying services, which all related to short-term employee benefits, were as follows:
2025
2024
£
£
Chung Lam Nelson Law
Salaries and fees
-
165,000
Geoffrey John Griggs
Salaries and fees
18,000
18,000
Elena Suet Sum Law
Salaries and fees
12,000
2,000
Siqi Cao
Salaries and fees
1,000
-
31,000
185,000
No pension contributions were made on behalf of the directors of the Company.
On 19 April 2025, the Company granted 1,250,000 share options of 10 pence each to Thomas Sawyer under a consultancy agreement. The share options have a life to expiry of five years from 19 April 2025 and have vested on 20 January 2026.
No share options were granted to directors during the year ended 31 December 2024.
11. INCOME TAX
The applicable profits tax rates are 16.5% (2024: 16.5%) for Hong Kong, 25% for general enterprises in Mainland China, and 5% for eligible small and micro enterprises in Mainland China, calculated on the estimated assessable profits for the respective entities for the year.
A reconciliation of income tax expense applicable to the loss before tax at the composite statutory tax rates of 16.5% for Hong Kong and 25% for Mainland China to the income tax expense at the effective tax rate of the Group is as follows:
2025
2024
£
£
Loss before tax
(1,453,979)
(350,224)
Tax at the composite statutory tax rate of 0%, 5%, 16.5% & 25%
58,434
(57,787)
Income not subject to tax
-
(6,780)
Expenses not deductible for tax
690
59,224
Unrecognised tax loss
30,671
6,672
Utilisation of tax losses
-
(1,329)
Tax charge for the period - China
89,795
-
The tax reconciliation is prepared using a composite statutory tax rate of 16.5% for Hong Kong and 25% for Mainland China as the base rate, given that the Group's principal operating subsidiaries are incorporated and carry on business in both jurisdictions and are liable to the respective profits taxes in each region. Certain subsidiaries in Mainland China qualify for the preferential enterprise income tax rate of 5% applicable to small and micro enterprises.
Potential deferred tax assets arising from operating loss carryforward totaling approximately £650,671 (2024: £620,000) have not been recognised due to uncertainty as to when taxable profits will be generated.
12. BASIC AND DILUTED LOSS PER SHARE
Basic and diluted loss per share of 0.02 pence (2024: 0.05 pence) is calculated by dividing the loss attributable to equity holders of the Company of £1,644,054 (2024: £352,965) by the weighted average number of 899,926,762 ordinary shares (2024: 733,856,064) in issue during the year.
As the Group incurred net losses for the years ended 31 December 2025 and 2024, basic loss per share was the same as diluted loss per share in each year.
The following weighted-average effects of potentially dilutive outstanding ordinary share awards, which are the placing warrants and CLNs conversion warrants, were excluded from the computation of diluted loss per share because their effects would have been anti-dilutive for the year ended 31 December 2025:
2025
2024
Share options
1,250,000
-
Warrants
361,257,534
-
Shares issuable upon conversion of loan notes
760,713,699
-
Total
1,123,221,233
-
13. RIGHT-OF-USE ASSETS
Right-of-use assets
£
At 1 January 2025
41,940
Additions for the year
-
Depreciation for the year
(27,426)
Effect of movements in exchange rates
(2,818)
At 31 December 2025
11,696
At 1 January 2024
14,178
Additions for the year
54,902
Depreciation for the year
(27,861)
Effect of movements in exchange rates
721
At 31 December 2024
41,940
The following are the amounts recognised in the statement of total comprehensive income in respect of lease agreements:
2025
2024
£
£
Depreciation expense on right-of-use assets
27,426
27,861
Interest on lease liabilities
686
1,365
28,112
29.226
14. INVENTORIES
2025
2024
Finished goods:
£
£
Gross carrying value
132,922
25,157
Allowance for obsolete inventories
(86,536)
(4,295)
Written-down
(2,957)
-
43,429
20,862
15. TRADE RECEIVABLES, ACCRUED REVENUE, DEPOSIT, PREPAYMENT AND OTHER RECEIVABLES
(a) Accrued Revenue and Trade receivables
2025
2024
£
£
Accrued revenue
512,012
-
Trade receivables - billed
672,805
45,851
Less: Provision for impairment loss on trade receivable
(1,188)
(14,187)
1,183,629
31,664
During the year, the Group has recognised a provision for impairment loss on trade receivables of £1,188 (2024: £14,187). 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 31 December 2025 is as follows:
2025
2024
£
£
Within 30 days
561,435
7,362
31 to 60 days
71,605
4,275
61 to 90 days
192
307
91 to 180 days
1,145
920
181 to 365 days
27,553
1,841
Over 365 days
10,875
16,959
672,805
31,664
The carrying amount of the Group's trade receivables as at 31 December 2025 and 2024 was denominated in Chinese Yuan (2025 and 2024) and Hong Kong Dollars (2024).
(b) Deposit, prepayments and other receivables
2025
2024
£
£
Prepayments
197,036
24,083
Deposit and other receivables
12,904
20,840
Receivables from non-controlling interests
361,510
-
Less: Provision for impairment loss
-
(9,019)
571,450
35,904
16. TRADE PAYABLES
2025
2024
£
£
Trade payables
740,584
36,110
740,584
36,110
17. ADVANCE FROM CUSTOMERS, AMOUNT DUE TO DIRECTORS, OTHER PAYABLES AND ACCRUALS
2025
2024
£
£
Advances from customers
56,211
-
Amount due to Elena Law (Chairwoman)
505,298
84,115
Payables to non-controlling interests
134,240
-
Other payables and accruals
219,137
703,396
914,886
787,511
18. AMOUNT DUE TO AN EX DIRECTOR
2025
2024
£
£
Chung Lam Nelson Law
1,290,494
859,807
1,290,494
859,807
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:
2025
2024
Current portion:
£
£
Gross finance lease liabilities
13,012
29,454
Finance expense not recognised
-
(1,505)
13,012
27,949
2025
2024
Non-current portion:
£
£
Gross finance lease liabilities
-
14,727
Finance expense not recognised
-
(167)
-
14,560
Total
13,012
42,509
The interest on lease liabilities for the year ended 31 December 2025 was £686 (2024: £1,365). During years ended 31 December 2025 and 2024, there are no short- term leases or low-value leases.
20. SHARE CAPITAL
2025
2024
Number of shares
£
Number of shares
£
Ordinary shares of £0.0001per share issued and fully paid:
At 1 January
755,905,989
75,590
715,815,080
71,581
Shares issued for cash, net of issurance costs
111,000,000
11,100
31,000,000
3,100
Shares issued to settle convertible loan notes
57,628,767
5,763
-
-
Shares issued for professional services received
-
-
9,090,909
909
Shares issued in relation to the warrants exercised
87,000,000
8,700
-
-
At 31 December
1,011,534,756
101,153
755,905,989
75,590
On 7 November 2025, following the admission to the Equity Shares (Transition) category and listing on the Main Market, the Company recognised the conversion of £75,000 CLNs (including accrued interest and facility fee). At a conversion price of £0.0015 per share, a total of 57,628,767 Conversion Shares were issued.
The fair value of the ordinary shares issued on conversion was £187,293, comprising £5,763 in share capital and £181,530 in share premium, determined using the Black-Scholes option pricing model consistent with the valuation of the embedded conversion derivative.
Concurrently on 7 November 2025, the Company received valid exercise notices for the £0.0025 Placing Warrants. A total of 56,000,000 warrants were exercised, leading to the issuance of the corresponding Warrant Shares, conditional upon admission to trading on the Main Market.
On 22 May 2025, the Company received notice for the exercise of warrants over 31,000,000 new ordinary shares of £0.0001 each. This transaction was executed pursuant to the warrants granted and announced on 30 December 2024. The Company received total subscription monies amounting to £77,500 in respect of this exercise.
On 10 January 2025, the Company allotted and issued 111,000,000 New Shares. The total consideration received was £166,500 before deducting offering expenses.
21. SHARE BASED PAYMENTS
(a) Share Options
During the year ended 31 December 2024, 105,122,539 share options were cancelled.
On 19 April 2025, the Company granted 1,250,000 share options of 10 pence each to Thomas Sawyer under a consultancy agreement. The share options have a life to expiry of five years from 19 April 2025 and have vested on 20 January 2026.
(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.
During the year ended 31 December 2025, no shares were issued to settle for goods or services received.
22. BUSINESS COMBINATION AND GOODWILL
During the year ended 31 December 2025, the Group obtained control over Yangwei HealthFood (Guangzhou) Co., Ltd. ("Yangwei"), Yitong Shuxin (Shenzhen) Technology Co., Ltd. ("Yitong Shuxin") and Yitong Yaojing (Shenzhen) Technology Co., Ltd. ("Yitong Yaojing") by way of committed capital contribution (capital increase). The Group committed to contribute 60% of the enlarged share capital of Yangwei, and 51% of the enlarged share capital of each of Yitong Shuxin and Yitong Yaojing, totaling £325,674 to be paid in by 2029. As at 31 December 2025, the committed capital contributions had not been paid in yet.
These entities are principally engaged in the provision of e-commerce and technology-enabled services in Mainland China. The acquisitions are in line with the Group's strategic upgrade to expand its commercial footprint and technological capabilities in the Asia-Pacific region
The total goodwill recognised in respect of the three acquisitions is £22,227, which is presented in the consolidated statement of financial position.
1. Acquisition by Committed Capital Contribution - Yangwei HealthFood (Guangzhou) Co., Ltd
Control over Yangwei was obtained on 22 May 2025 (the "Acquisition Date") pursuant to the committed capital contribution arrangement. The Group holds 60% equity interest in Yangwei.
2. Acquisition by Committed Capital Contribution - Yitong Shuxin (Shenzhen) Technology Co., Ltd.
Control over Yitong Shuxin was obtained on 19 November 2025 (the "Acquisition Date") pursuant to the committed capital contribution arrangement. The Group holds 51% equity interest in Yitong Shuxin.
3. Acquisition by Committed Capital Contribution - Yitong Yaojing (Shenzhen) Technology Co., Ltd.
Control over Yitong Yaojing was obtained on 13 November 2025 (the "Acquisition Date") pursuant to the committed capital contribution arrangement. The Group holds 51% equity interest in Yitong Yaojing.
4. Goodwill
The total book value of identifiable assets acquired from the three entities was £113,582 and the total book value of identifiable liabilities assumed was £155,183. The book values approximate their fair values due to the short-term nature of the majority of the assets and liabilities, and accordingly have been used as the basis for measuring the identifiable net assets acquired in accordance with IFRS 3.
Goodwill arising from the acquisitions amounts to £22,227, representing the excess of the total committed capital contribution over the Group's proportionate share of the identifiable net assets acquired (measured at book value which approximates fair value).
These three business combinations are individually and collectively immaterial to the Group's consolidated financial statements, and accordingly, the disclosures have been presented on an aggregated basis in accordance with IFRS 3.
Such goodwill is mainly attributable to the expected synergies from business integration, expanded market access in Mainland China, the specialised workforce and future growth potential of the e-commerce and technology businesses.
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 party balances were present as at 31 December 2025 and 2024:
Nature of Balance
2025
2024
£
£
Chung Lam Nelson Law - ex director
Payments made on behalf of the Company and salaries due
1,290,494
859,807
Elena Suet Sum Law - Chairwoman
Payments made on behalf of the Company and salaries due
505,298
84,115
1,795,792
943,922
2025
2024
£
£
Receivables from non-controlling interests
361,510
-
Payables to non-controlling interests
(134,240)
-
227,270
-
The amounts owed to the ex director and the Chairwoman bear no interest, with no set repayment date and no collateral. Both of them have provided a letter declaring not to demand repayment should it jeopardise the Group's going concern position.
£347,381 of the receivables from non-controlling interests relate to their committed capital contribution by 2029. The rest of the receivables from non-controlling interests and the payables to non-controlling interests are working capital borrowings that bear no interest, with no set repayment date and no collateral.
(c) At 31 December 2025, the Company's subsidiary undertakings were:
Subsidiary undertaking
Country of incorporation
Principal activity
Precentage of shares held
Class of shares held
Fortune Capital (HK) Management Limited
Hong Kong
Investment management, asset management, private equity fund operation and capital advisory services for the group
100%
Ordinary
SCG Holdings Limited
British Virgin Islands (BVI)
Top-level overseas holding company, holding equity of core group subsidiaries, conducting cross-border investment and asset allocation
100%
Ordinary
SCG Group Limited
Hong Kong
Group regional headquarters, responsible for overall strategic planning, financial management, administrative coordination and resource integration in the Asia-Pacific region
100%
Ordinary
ePurse (UK) Limited
United Kingdom
Digital payment service operation, electronic wallet product development and promotion, and provision of fintech solutions in the European market
100%
Ordinary
ePurse (HK) Limited
Hong Kong
Operation of electronic wallet and cross-border payment business in Hong Kong and Southeast Asia, providing convenient payment services for individuals and enterprises
58%
Ordinary
Tengwuyang Holdings Limited
Hong Kong
Special-purpose holding company, holding equity of specific business segments and managing related investment projects
75%
Ordinary
Ptp media Limited
Hong Kong
Media content production, advertising agency, digital marketing and brand promotion services
100%
Ordinary
Sealand CG LTD
United Kingdom
UK regional holding company, responsible for the group's business expansion, investment management and operational coordination in the UK and European markets
100%
Ordinary
Glitter Connect Group Limited
Hong Kong
Holding platform for the Glitter series business segments, managing equity of Glitter-related subsidiaries and coordinating global business layout
100%
Ordinary
Mercury Glitter LTD
Cayman Islands
Overseas financing and investment platform, undertaking equity financing, overseas investment and international capital operation for the group
100%
Ordinary
Saturn Glitter LTD
Cayman Islands
Overseas asset holding platform, holding the group's overseas non-core assets and conducting long-term value investment
100%
Ordinary
Mercury Glitter (BVI) LTD
British Virgin Islands (BVI)
Special-purpose investment vehicle, responsible for the group's cross-border M&A projects and equity investment in emerging industries
100%
Ordinary
Saturn Glitter (BVI) LTD
British Virgin Islands (BVI)
Asset management platform, managing the group's overseas investment portfolio and optimizing asset structure
100%
Ordinary
Mercury Glitter (HK) LTD
Hong Kong
Asset management platform, managing the group's overseas investment portfolio and optimizing asset structure
100%
Ordinary
Saturn Glitter (HK) LTD
Hong Kong
Asset management platform, managing the group's overseas investment portfolio and optimizing asset structure
100%
Ordinary
Yitong (Shenzhen) Holding Group Co., Ltd.
Mainland China
Group China headquarters, responsible for overall strategic planning, equity management, financial control and operational coordination of all subsidiaries in mainland China
100%
Ordinary
Yitong Jihui (Shenzhen) Technology Co., Ltd.
Mainland China
General technology platform company, providing underlying technical support, software development and system integration services for other Yitong subsidiaries; holding equity of Taizhou and Qingdao subsidiaries
51%
Ordinary
Taizhou Huijia Technology Co., Ltd.
Mainland China
R&D and production of intelligent manufacturing equipment, industrial software development and technical services for manufacturing enterprises
100%
Ordinary
Qingdao Yitong Huizhi Intelligent Technology Co., Ltd.
Mainland China
R&D and application of artificial intelligence technology, Internet of Things solutions and smart city related products
100%
Ordinary
Yitong Yaochuang (Shenzhen) Media Information Technology Co., Ltd.
Mainland China
Digital media content production, short video operation, live broadcast e-commerce, online advertising placement and integrated marketing services
60%
Ordinary
Yangwei Health Food (Guangzhou) Co., Ltd.
Mainland China
R&D, production, sales and brand operation of healthy food, functional food and nutritional supplements
60%
Ordinary
Yitong Zhida (Shenzhen) Technology Co., Ltd.
Mainland China
Enterprise digital transformation consulting, SaaS product development and operation, big data analysis and application services
60%
Ordinary
Yitong Shuxin (Shenzhen) Technology Co., Ltd.
Mainland China
Digital financial technology research and development, blockchain technology application and supply chain financial service solutions
51%
Ordinary
Yitong Yaojing (Shenzhen) Technology Co., Ltd.
Mainland China
Smart park construction, smart property management system development and operation, and overall solutions for smart cities
51%
Ordinary
Yitong Wanliu (Shenzhen) Technology Co., Ltd.
Mainland China
Cross-border e-commerce platform operation, supply chain management, international trade services and overseas warehouse management
52%
Ordinary
Yitong Jingxing (Shenzhen) Technology Co., Ltd.
Mainland China
Enterprise management consulting, business service outsourcing, human resource management and administrative service support for group subsidiaries
100%
Ordinary
During the year, there were no trading transactions with related parties.
24. EQUITY INSTRUMENT
24.1 Convertible Loan Notes
The Company constituted a unsecured convertible loan note ("CLNs") instrument on 30 December 2024 (as amended on 6 November 2025). The CLNs are redeemable on or before the date falling 12 months following their grant. The holder of CLNs may elect to convert the CLNs into Shares at any time prior to this date. A fixed rate interest coupon of 12% will be applied to the CLNs and be rolled-up immediately upon issue by the Company of the respective tranche of CLNs. A facility fee of 5% of the principal amount of each tranche shall be rolled up immediately upon advancement of the respective tranche. The rolled-up interest, together with the facility fee, is payable on either the maturity date of the relevant tranche of CLNs or upon conversion of them into Shares.
The conversion price of the CLNs is the lower of the 14-day volume weighted average price ("VWAP") preceding the giving of the conversion notice by the CLNs holder or the price set of the last brokered placing undertaken by the Company, which is £0.0015 per share, provided that under no circumstances will the conversion price be less than £0.0015 per Share. In the event that the CLNs are converted, the Company has agreed to grant the holders of CLNs the following warrants: (a) one A warrant for every conversion share issued, at an exercise price equal to 100% premium to the conversion price and exercisable within 2 years from the date of grant of such warrants; and (b) one B warrant for every conversion share issued, at an exercise price equal to 150% premium to the conversion price and exercisable within 2 years from the date of grant of such warrants. In connection with the allotment and issue of the Conversion Shares, the Company has agreed to grant the Conversion A Warrants and the Conversion B Warrants.
£400,000 of the CLNs were subscribed on 30 December 2024 with consideration received on 14 January 2025, of which £75,000 (together with the accrued interest and facility fee) were converted at a price of £0.0015 into 57,628,767 Shares on 7 November 2025, with 57,628,767 Conversion A Warrants and 57,628,767 Conversion B Warrants granted.
Due to the unique circumstance of the Company's share price at the time of issue, the whole CLNs were classified as a derivative liability measured at fair value through profit or loss (FVTPL), without recognizing a host debt contract.
The fair value of the derivative liabilities measured at FVTPL on initial recognition was £1,409,695, resulting in a day-1 loss of £1,009,695. The total fair value loss recognised for the year ended 31 December 2025 was £1,111,314.
24.2 Derivatives liabilities
The movement in the carrying amount of the derivative liabilities during the year was as follows:
2025
2024
£
£
Carrying amount at beginning of year
-
-
Derivative liabilities at initial recognition
1,409,695
£75,000 conversion on 7 November 2025
(10,591)
Revaluation on 7 November 2025
360,485
Revaluation on 31 December 2025
(248,275)
-
Carrying amount at end of year
1,189,996
-
The finance expenses recognized during the year was as follows:
2025
2024
£
£
Loss at initial recognition
1,009,695
Gain on conversion on 7 November 2025
(10,591)
Loss on evaluation on 7 November 2025
360,485
Gain on evaluation on 31 December 2025
(248,275)
-
Finance expenses
1,111,314
-
On conversion of the £75,000 portion of the £400,000 CLNs on 7 November 2025, 57,628,767 shares were issued at fair value of £187,293, with Class A warrant issued at fair value of £73,935 and Class B warrant issued at fair value of £60,089 respectively.
The fair value of the embedded derivative was determined using the Black-Scholes option pricing model. The significant inputs into the model at each valuation date were as follows:
31 Dec 2025
7 Nov 2025
30 Dec 2024
Weighted average share price (£)
0.0028
0.0033
0.00249
Expected volatility
62.74%
62.74%
62.74%
Expected remaining term
0.25 years
0.14 years
1years
Risk-free interest rate
3.90%
4.02%
4.12%
Expected dividend yield
0.00%
0.00%
0.00%
Expected volatility was determined by reference to the historical volatility of comparable listed companies over a period consistent with the expected remaining term of the embedded derivative. The share price used at initial recognition was a judgmental estimate based on pre-spike VWAP (£0.00187) and subsequent market evidence (£0.00311), in accordance with IFRS 13 Fair Value Measurement. This estimate reflects an uplift from historical illiquid pricing while applying a discount to subsequent trading levels, representing the price at which an orderly transaction would have occurred at the measurement date.
24.3 Warrants
Each warrant entitles the holder to subscribe for one ordinary share in the Company at the applicable exercise price. The warrants do not confer rights to dividends or voting rights prior to exercise and may be exercised at any time up to their contractual expiry date.
The exercise prices for the warrants issued in 2025 are as follows:
Placing warrants
£0.0025 warrants: £0.00250 per share
£0.0040 warrants: £0.00400 per share
CLNs warrants
Class A warrants: £0.00300 per share
Class B warrants: £0.00375 per share
The movement in warrants outstanding during the year was as follows:
Number of warrants
Weighted average exercise price (£)
Weighted average remaining contractual life
Outstanding at 1 January 2025
-
-
-
Placing warrants
333,000,000
0.003000
2.82 years
Issued on conversion of CLNs
115,257,534
0.003375
2.82 years
Exercised during the year
(87,000,000)
0.002500
1.85 years
Outstanding at 31 December 2025
361,257,534
0.003240
1.85 years
Exercisable at end of year
361,257,534
0.003240
2.53 years
The weighted average remaining contractual life of the warrants outstanding at 31 December 2025 was 1.85 years (31 December 2024: nil).
Placing warrants
Placing warrants are outside the scope of IFRS 2, therefore no fair value has been assigned to the placing warrants.
CLNs warrants
The fair value of the CLNs warrants issued was determined on the date of conversion using the Black-Scholes option pricing model, amounting to £73,935 for Class A warrants and £60,089 for Class B warrants. These amounts were recognised directly in equity within the warrant reserve.
The significant inputs used in the valuation of warrants at the date of issue (7 November 2025) were as follows:
Class A Warrants
Class B Warrants
Share price (£)
0.00325
0.00325
Exercise price (£)
0.00300
0.00375
Expected term (years)
2.00
2.00
Risk-free interest rate
3.80%
3.80%
Expected volatility
62.74%
62.74%
Expected dividend yield
0.00%
0.00%
25. FINANCIAL INSTRUMENTS
The totals for each category of financial instruments are as follows:
2025
2024
£
£
Financial Assets
Financial assets at FVTPL
222,945
-
Financial assets at amortised cost
Trade receivables
1,183,629
31,664
Deposit, prepayment and other receivables
571,450
11,821
Cash and bank balances
112,534
18,461
2,090,558
61,946
Financial Liabilities
Financial liabilities at amortised cost
Trade payables
740,584
36,110
Advance from customers, other payables and accruals
914,886
787,511
Amount due to an ex director
1,290,494
859,807
Lease liabilities
13,012
42,509
Current tax liabilities
100,704
-
3,059,680
1,725,937
Financial liabilities at FVTPL
1,189,996
-
Total financial liabilities
4,249,676
1,725,937
As at 31 December 2025, the Company held an investment in financial assets comprising a drawn-down loan facility and attached warrants in unlisted entity EVOO AI Plc (EVOO CLNs). The EVOO CLNs are measured at fair value with an initial cost of £200,000 and accrued interest of £22,945, resulting in a total carrying amount of £222,945. The warrants were classified as FVTPL derivatives and were assigned a nil fair value at inception and as at the reporting date.
This nil valuation reflects management's judgement based on: (1) inability to obtain reliable financial information from EVOO despite best efforts; (2) change in the Company's investment strategy; (3) substantive deed assignment discussions during 2025; and (4) subsequent post-balance sheet event of EVOO's formal winding-up proceedings. The EVOO CLNs were classified as FVTPL as it is managed and evaluated on a fair value basis in accordance with the Group's investment strategy.
All financial assets and liabilities measured at fair value are classified as Level 3 in the fair value hierarchy, as their valuation involves significant unobservable inputs.
26. CAPITAL COMMITMENTS
There were no capital commitments as at the year ended 31 December 2025 (2024: Nil).
27. SUBSEQUENT EVENTS
Since 31 December 2025, the Group completed the following transactions and events:
In March 2026, the Group completed a series of equity financing transactions raising approximately £9 million in aggregate gross proceeds:
On 11 March 2026, the Company entered into a subscription agreement with Mr. Siqi Cao, an Executive Director, pursuant to which he subscribed for 444,371,233 new ordinary shares at a price of £0.0010 per share, raising approximately £444,731, with admission to trading becoming effective on 16 March 2026.
On 30 March 2026, the Group completed the drawdown of the remaining CLNs and converted all outstanding convertible loan notes with a total principal amount of £5,925,000, together with all accrued interest and facility fees, and the concurrent exercise of Conversion A Warrants by Mr. Siqi Cao, which raised an additional £2,735,629.
These transactions have materially strengthened the Group's balance sheet and have provided additional financial resources to support the execution of its strategic objectives.
On 2 April 2026, Dr. Thomas Sawyer stepped down from his role as Chief Executive Officer of the Company, and Mr. Siqi Cao, currently an Executive Director and the Company's largest shareholder, was appointed as the new Chief Executive Officer with immediate effect. Dr. Sawyer will continue to support the Company to ensure an orderly handover.
On 27 April 2026, the Company assigned the £200,000 EVOO CLNs, together with associated rights, to VBG Consulting Holdings Limited for a consideration of £250,000. £150,000 were received at the date of approval of the financial statements.
~ ENDS ~
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.ENDFR BIGDLXXBDGLS
Recent news on Sealand Capital Galaxy
See all newsSealand Capital - Final Results and Notice of AGM
Sealand Capital - Assignment of CLN Investment in EVOO AI plc
Brief: Sealand Capital Galaxy Delays Publication Of FY25 Annual Financial Report
Brief: Sealand Capital Galaxy Appoints Siqi (Daniel) Cao As CEO With Immediate Effect
Sealand Capital - CEO Transition