Seed Capital Sltns. - Half-Year Report
09/03/2026 07:04
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. |
| 6 months | 6 months | 12 months | |||
| 31 December | 31 December | 30 June | |||
| 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) |
| 31 December | 31 December | 30 June | |||
| 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 |
| Share | Share | Share based | Retained | Total | |||
| 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 2025 | 463.5 | 539.3 | 108.8 | (985.7) | 125.9 | ||
| Loss for the period | - | - | - | (524.0) | (524.0) | ||
| Balance at 31 December 2025 | 463.5 | 539.3 | 108.8 | (1,509.7) | (398.1) |
| 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 |
| 1. | GENERAL INFORMATION AND PRINCIPAL ACTIVITIES |
| 2. | BASIS OF PREPARATION |
| 3. | LOSS PER SHARE |
| 6 months | 6 months | 12 months | |||
| 31 December | 31 December | 30 June | |||
| 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 | ||
| 6 months ended 31 December 2025 | Year to 30 June 2025 | 6 months ended 31 December 2024 | |||||
| Weighted Average exercise price (p) | Number | Weighted Average exercise price (p) | Number | Weighted Average exercise price (p) | Number | ||
| 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 | |
| 5. | RELATED PARTY TRANSACTIONS |
| 6. | SEASONAL OR CYCLICAL FACTORS |
| 7. | EVENTS AFTER THE REPORTING DATE |
| 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 | ||||