REG - Seed Capital Sltns. - Half-Year Report
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RNS Number : 8385V Seed Capital Solutions PLC 09 March 2026
9 March 2026
SEED CAPITAL SOLUTIONS PLC
(the "Company")
HALF YEAR REPORT
Seed Capital Solutions plc announces its unaudited half year report for the
six months ended 31 December 2025.
Chairman's Statement
During the financial period under review, the Company reported a net loss of
£524,000 (December 2024: £158,000, year to 30 June 2025: £420,400), being
the administrative expenses incurred net of other income of £33,600 in the
current period (December 2024: £Nil, June 2025: £111,400). As at 31 December
2025, the Company had a cash in bank balance of £14,700 (31 December 2024:
£310,700, 30 June 2025: £211,400).
The Company, alongside its advisers and sponsor, continues to work towards
finalising the documentation required for completion of the proposed
transaction with Cuarta Dimension Medica SL ("4DM") for the acquisition by the
Company of all of the issued share capital of 4DM in exchange for the issue of
new ordinary shares in the Company ("Acquisition") and subsequent readmission
of the Company's shares to trading on the London Stock Exchange. Subject to
completion of the Acquisition, the enlarged group will operate as a leading
AI-driven diagnostics business, initially focused on the veterinary sector
with scope to expand into the wider healthcare market.
Damion Greef, Chairman
Interim Management Report
Company Objective
The Company has been formed for the purpose of acquiring a business or
businesses operating in market sectors that display strong environmental,
social and governance ("ESG") credentials, thereby benefitting from the
current trend of superior performance aligned with increased investor
appetite. The Company is not geographically focused on any one or specific
country or region, but rather opportunity focused hence any potential
acquisition opportunities will not be limited by jurisdiction or geographic
region.
The Company was admitted to the Standard Listing of the London Stock Exchange
on 11 April 2023. On 29 July 2024, as a result of the new UK Listing Rules of
the Financial Conduct Authority becoming effective on that date, the listing
was transferred from the 'standard' segment to the 'Equity shares (shell
companies)' category. Since listing, the Directors have targeted socially
conscious technology-based organisations which are capable of generating
sustainable long-term growth for investors. The Company's initial focus has
been to identify opportunities to acquire companies with undervalued or
pre-commercialisation technologies, or current commercialisation technologies
which, when applied, produce cost savings or revenue enhancement for
customers. These commercial advantages could offer market and sector beating
performance potential whilst fulfilling the Company's ESG assessment criteria.
The Directors believe that the proposed Acquisition represents such an
opportunity.
Principal Risks and Uncertainties
The principal risks currently facing the Company are:
· Acquisition risk: There is no certainty that the proposed Acquisition
completes, in which case the Company would need to identify an alternative
acquisition target on acceptable terms.
· Liquidity risk: Ongoing costs associated with due diligence or
potential acquisitions place pressure on cash resources, with no guarantee
that funds expended will result in a successful transaction.
· Funding risk: The possibility that additional equity funding or other
financing may be required but not secured, impacting the Company's ability to
execute its strategy.
· Implementation risk: Even if an acquisition is completed, integration
challenges or failure of the target to deliver expected returns could impact
performance.
The Directors believe their collective experience and network will mitigate
these risks but acknowledge that outcomes remain dependent on both market
conditions and regulatory approvals.
Related Parties Transactions
Details of related party transactions are set out in note 5 to this half year
report.
Responsibility Statement
The Directors are responsible for preparing the Interim Report in accordance
with the Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority ('DTR') and with International Accounting Standard 34 on
Interim Financial Reporting (IAS 34).
The Directors, being John Zorbas (CEO), Damion Greef (Non-Executive Chairman),
Segar Karupiah (CFO) and Avi Robinson (Non-Executive Director), confirm that,
to the best of their knowledge:
• the interim financial statements, prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company; and
• the interim financial statements have been prepared in accordance with IAS 34
and that, as required by DTR 4.2.7 and DTR 4.2.8, they give a fair review of:
- important events that have occurred during the first six months of the year;
- the impact of those events on the financial statements;
- a description of the principal risks and uncertainties for the remaining six
months of the financial year;
- details of any related party transactions that have materially affected the
Company's financial position or performance in the six months ended 31
December 2025; and
- any changes in the related party transactions described in the last annual
report that could have a material effect on the financial position or
performance of the enterprise in the first six months of the current financial
year.
By order of the Board
Damion Greef, Chairman
6 March 2026
Condensed Statement of Comprehensive Income (unaudited)
6 months 6 months 12 months
31 31 30 June
December December
2025 2024 2025
Note Unaudited Unaudited Audited
£000 £000 £000
Other operating income 33.6 - 111.4
Administrative expenses (557.6) (158.0) (445.4)
Share based payments charge - - (86.4)
Operating loss (524.0) (158.0) (420.4)
Loss on ordinary activities before taxation (524.0) (158.0) (420.4)
Income tax expense - - -
Loss after taxation (524.0) (158.0) (420.4)
Other comprehensive income - - -
Total comprehensive loss attributable to (524.0) (158.0) (420.4)
owners of the parent
Loss per share:
Basic and diluted (pence) 3 (0.28) (0.08) (0.23)
Condensed Statement of Financial Position as at 31
December 2025 (unaudited)
31 31 30 June
December December
2025 2024 2025
Note Unaudited Unaudited Audited
£000 £000 £000
Current assets
Trade and other receivables 87.4 52.9 132.4
Cash at bank and in hand 14.7 310.7 211.4
Total assets 102.1 363.6 343.8
Current liabilities
Trade and other payables (500.2) (61.7) (217.9)
Total current liabilities (500.2) (61.7) (217.9)
Total liabilities (500.2) (61.7) (217.9)
Net (liabilities) / assets (398.1) 301.9 125.9
Equity
Share capital 4 463.5 463.5 463.5
Share premium 539.3 539.3 539.3
Share based payments reserve 108.8 22.5 108.8
Reserves (1,509.7) (723.4) (985.7)
Shareholders' funds (398.1) 301.9 125.9
Condensed Statement of Changes in Equity
For the six-month period ended 31 December 2025 (unaudited)
Share Share Share Retained Total
based
capital premium payment profits equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 July 2024 463.5 539.3 22.5 (565.4) 459.9
Loss for the period - - - (158.0) (158.0)
Balance at 31 December 2024 463.5 539.3 22.5 (723.4) 301.9
Loss for the period - - - (262.3) (262.3)
Share based payment charge - - 86.3 - 86.3
Balance at 30 June 463.5 539.3 108.8 (985.7) 125.9
2025
Loss for the period - - - (524.0) (524.0)
Balance at 31 December 2025 463.5 539.3 108.8 (1,509.7) (398.1)
Condensed Statements of Cash Flows
For the six-month period ended 31 December 2025 (unaudited)
6 months 6 months 12 months
31 December 31 December 30 June
2025 2024 2025
Unaudited Unaudited Audited
£000 £000 £000
Cash flow from operating activities
Loss before taxation (524.0) (158.0) (420.4)
Share based payments charge - - 86.4
Operating cash flows before movements in working capital (524.0) (158.0) (334.0)
Decrease/(increase) in trade and other receivables 45.0 (42.1) (121.6)
Increase/(decrease) in trade and other payables 282.3 (7.3) 148.9
Cash (absorbed) / generated from operations (196.7) (207.4) (306.7)
Cash flows from operating activities (196.7) (207.4) (306.7)
Proceeds from share issue - - -
Share issue costs - - -
Net cash generated from financing activities - - -
Net increase/(decrease) in cash & cash equivalents (196.7) (207.4) (306.7)
Cash and equivalent at beginning of the period 211.4 518.1 518.1
Cash and equivalent at end of the period 14.7 310.7 211.4
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION AND PRINCIPAL ACTIVITIES
The Company is incorporated in England and Wales as a public limited
company with company number 11115718.
The registered office of the Company is 80 Cheapside, London EC2V 6EE.
This financial information is for the Company only as there are no subsidiary
undertakings.
The principal place of business of the Company is in the United Kingdom.
The interim financial statements are presented to the nearest thousand Pounds
Sterling (£'000), which is the presentational currency of the Company.
2. BASIS OF PREPARATION
The interim financial statements for the six months ended 31 December 2025
have been prepared in accordance with IAS 34, Interim Financial Reporting.
The principal accounting policies used in preparing the interim results are
the same as those applied in the Company's Financial Statements as at and for
the period ended 30 June 2025.
A copy of the audited financial statements for the period ended 30 June 2025,
which was prepared under IFRS, is available on the Company's website.
This condensed consolidated interim report, which has not been audited or
reviewed by auditors, was approved by the Directors on 6 March 2026.
3. LOSS PER SHARE
The loss per share information is as follows:
6 months 6 months 12 months
31 31 30 June
December December
2025 2024 2025
Unaudited Unaudited Audited
Loss after taxation (£'000) (524.0) (158.0) (420.4)
Weighted average number of ordinary shares
185,406,000 185,406,000 185,406,000
Basic loss per share (pence) (0.28) (0.08) (0.23)
4. SHARE CAPITAL
31 December 31 December 30 June
2025 2024 2025
Unaudited Unaudited Audited
£000 £000 £000
Ordinary shares allotted, called up and
issued of £0.0025 each
185,406,000 issued and fully paid 463.5 463.5 463.5
At 31 December 2025, the Company had the following warrants in issue:
6 months ended Year to 6 months ended
31 December 2025 30 June 2025 31 December 2024
Weighted Number Weighted Number Weighted Number
Average Average Average
exercise price exercise price exercise price
(p) (p) (p)
Outstanding at the beginning of the period 1.041 25,313,532 1.125 8,313,532 1.125 8,313,532
Granted during the period - - 1.000 17,000,000 - -
Exercised during the period - - - - - -
Outstanding at the end of the period 1.041 25,313,532 1.041 25,313,532 1.125 8,313,532
Exercisable at the end of the period 1.041 25,313,532 1.041 25,313,532 1.125 8,313,532
All of these warrants vested immediately and have a five-year contractual
life.
Nature and purpose of reserves
Share based payments
The share based payments reserve reflects the share based payments charge on
warrants granted by the Company as described earlier in this note.
5. RELATED PARTY TRANSACTIONS
Segar Karupiah, a director of the Company, has invoiced the Company for his
services via Danmar Management Limited, a wholly-owned service company. In the
six months to 31 December 2025, the total amount invoiced to the Company was
£6,000 (six months to 31 December 2023: £6,000, year to 30 June 2025:
£12,000).
John Zorbas, a director of the Company, has invoiced the Company for his
services via a wholly-owned service company. In the six months to 31 December
2025, the total amount invoiced to the Company was £37,500 (six months to 31
December 2024: £25,000, year to 30 June 2025: £75,000).
6. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially affect the operations of the
company.
7. EVENTS AFTER THE REPORTING DATE
There are no events since the reporting date which require reporting.
- ENDS -
This announcement contains inside information for the purposes of article 7 of EU Regulation 596/2014
(which forms part of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018) ("UK MAR").
FOR FURTHER INFORMATION, PLEASE CONTACT:
Seed Capital Solutions plc Tel: +44 (0)1535 647 479
Damion Greef, Chairman
Brand Communications Tel: +44 (0) 7976 431608
Public & Investor Relations
Alan Green
ABOUT SEED CAPITAL SOLUTIONS PLC
Seed Capital Solutions Plc (LON: SCSP) has been formed for the purpose of
acquiring a business or businesses operating in market sectors that can
display strong ESG credentials, thereby benefitting from the current trend of
superior performance and increased investor appetite.
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