TIDMSCSP
RNS Number : 1090V
Seed Capital Solutions PLC
29 November 2023
29 November 2023 SEED CAPITAL SOLUTIONS PLC
("Seed Capital", "SCSP" or the "Company")
Annual Financial Report
Seed Capital Solutions plc (LON: SCSP), a Company formed for the
purpose of acquiring a business or businesses operating in market
sectors that can display strong ESG credentials, is pleased to
announce its audited annual financial results for the financial
year ended 30 June 2023.
The Company was incorporated on 18 December 2017. As at the date
of preparation of these accounts, the Company does not have any
current operations / principal activities, no products are sold or
services performed by the Company, the Company does not operate or
compete in any specific market, and the Company has no
subsidiaries. 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
geography.
As the Company has yet to commence any commercial activities,
its key performance indicators are limited to cash balances and
expenses incurred, measured as loss before taxation as follows in
GBP (GBP):
As restated
30 June 2023 30 June 2022
Cash Balances 517,279 43,462
Loss Before Taxation (174,781) (123,070)
The Board continued to review a number of potential acquisition
opportunities across the sector but none of which met the necessary
criteria for selection as at the end of the year.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Seed Capital Solutions plc Tel: +44 (0)1535 647 479
Chairman Damion Greef
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.
Seed Capital Solutions plc
Company reference number: 11115718
Financial statements
for the year ended
30 June 2023
Contents Page
Company information 2
Chairman's statement 3
CEO Statement and Strategic report 4-6
Directors' report 7-8
Statement of directors' responsibilities 9
Independent auditor's report 10-14
Statement of Comprehensive Income 15
Statement of Financial Position 16
Statement of changes in equity 17
Statement of cash-flows 18
Notes to the accounts 19 - 29
Company Information
Directors
Damion Greef - Chairman
Mike Hirschfield - NED
John Zorbas - CEO
Segar Karupiah - CFO
Registered number
11115718
Registered office
80 Cheapside
London
EC2V 6EE
Auditors
Haysmacintyre LLP
10 Queen St Place
London
EC4R 1AG
Solicitors
Hill Dickinson LLP
The Broadgate Tower
20 Princess Street
London EC2A 2EW
Company Secretary
Kitwell Administration Limited
High Turnshaw Farm
Pickles Hill
Oldfield
BD22 0RY
Registrar
Avenir Registrars Limited
5 St John's Lane
London EC2 4BH
Seed Capital Solutions plc
Chairman's Statement
for the Year Ended 30 June 2023
I am delighted to present the first Financial Statements of Seed
Capital Solutions plc ("the Company") since admission to Standard
Listing on the London Stock Exchange in April 2023.
I am pleased to welcome John Zorbas to the Board as CEO to lead
the process of identifying potential acquisition opportunities, and
Segar Karupiah as CFO. I thank Derek Ward for his contribution
during the process of bringing the Company to market.
The Company was 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 aligned with increased investor appetite.
The Directors consider that businesses with a strong ESG impact
and a proven commitment to maintaining and improving their ESG
credentials are more likely to perform well and will be more likely
to attract consumer and investor attention (possibly attracting a
lower cost of capital), thereby helping to safeguard the business'
long-term future and growth. We believe that such a business is
more likely to succeed in the short, medium and long term as they
are likely to be more attractive not only to consumers and
investors but also to relevant governmental and regulatory
authorities, each of which is likely to significantly influence the
opportunity for top and bottom-line growth. There also exists a
distinct relationship between ESG performance and workplace
sentiment and motivation, which again, supports enhanced
attraction, retention and performance of employees, thereby
reducing risk.
Therefore, John will target socially conscious technology-based
organisations which are capable of generating sustainable long-term
growth for investors. His initial focus will be 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.
I look forward to updating shareholders on progress in the
future.
Damion Greef
Chairman
24 November 2023
Seed Capital Solutions plc
CEO Statement and
Strategic Report for the Year Ended 30 June 2023
The directors present the CEO Statement and Strategic Report of
Seed Capital Solutions plc ("the Company") for the year ended 30
June 2023.
Review of business and analysis using Key Performance
Indicators
The Company was incorporated on 18 December 2017. As at the date
of preparation of these accounts, the Company does not have any
current operations / principal activities, no products are sold or
services performed by the Company, the Company does not operate or
compete in any specific market, and the Company has no
subsidiaries. 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
geography.
As the Company has yet to commence any commercial activities,
its key performance indicators are limited to cash balances and
expenses incurred, measured as loss before taxation as follows:
As restated
30 June 2023 30 June 2022
GBP GBP
Cash balances 517,279 43,462
Loss before taxation (174,781) (123,070)
================== =====================
Future Developments
The Company was Admitted to the Standard Listing of the London
Stock Exchange on 11 April 2023. The Directors are now targeting
socially conscious technology-based organisations which are capable
of generating sustainable long-term growth for investors. The
Company's initial focus will be 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.
Section 172(1) statement
This section serves as our Section 172 statement in compliance
with the Companies Act 2006. Section 172 (1) (a) to (f) of the Act
requires the Directors to have regard to the interests of our wider
stakeholders when making key decisions across a range of areas. We
identify our stakeholders as our employees (at this stage there are
none), our customers (at this stage there are none), our suppliers,
our communities / environment, our shareholders and government and
regulators. In the paragraphs below we identify the interests of
our stakeholders and our desire to ensure we act fairly, with a
reputation for high standards of business conduct, and the
long-term consequences of the decisions we take, underpin the way
in which we operate.
Our suppliers:
It is key that we engage with our service providers to ensure we
maintain high standards of our carefully selected service
providers.
Our communities/environment:
The Company is committed to building positive relations with the
communities in which we operate. We also have a responsibility to
work to reduce our impact on the environment and engage with
stakeholders to discuss how everyone can move towards a more
sustainable business model.
Our stakeholders:
We create value for our stakeholders by generating strong and
sustainable results. The Directors engage through regular meetings
and regular operational and financial performance updates. The key
topics of engagement are strategy, financial performance,
governance and investments.
Government and regulators:
It is important we engage with governments and regulators to
ensure compliance with local laws and regulations. The Directors
engage through regular communication and engagement with
authorities, as necessary.
Non-financial information
The Company has no business activities and so the only
non-financial key performance indicators relate to progress on the
identification and assessment of potential targets. The Company is
a low energy user and so is exempt from the Streamlined Energy and
Carbon Reporting reporting requirements. Once an acquisition has
been completed the Board will review the activities of the enlarged
group and will consider reporting on environmental issues, human
rights and anti-corruption and anti-bribery matters.
Principal risks and uncertainties
The Company's primary risk is that it may not be able to
identify suitable investment opportunities or there is no guarantee
that the Company will be able to secure an acquisition on
commercially acceptable terms, and the Company may incur costs in
conducting due diligence into potential investment opportunities
that may not result in an investment being made. The directors
believe that their broad collective experience, together with their
extensive network of contacts will assist them in identifying,
evaluating, and funding suitable acquisition opportunities.
It may be necessary to raise additional funds in the future by a
further issue of new Ordinary Shares or by other means. However,
the ability to fund future investments and overheads as well as the
ability of any acquisition to return suitable profit cannot be
guaranteed.
The Company also has exposure to other risk areas as below:
Liquidity risk
The Company's policy is to ensure continuity through effective
management of its current assets and liabilities. The Company has
access to funds raised as part of the IPO to ensure that the
Company has sufficient resources available to support its current
operations.
Interest rate risk
The Company has no interest-bearing assets or interest-bearing
liabilities and therefore has no exposure to interest rate
risk.
Foreign currency risk
The Company has no current exposure to foreign currency risk,
however, the Company's growth prospects including trading activity
may expose the Company to foreign currency risk in the future.
Credit risk
The Company's credit risk is attributable to cash and cash
equivalents and other receivables. Cash is deposited with a
reputable bank with high credit rating. The maximum credit risk
relating to cash and cash equivalents and other receivables is
equal to their carrying value.
Corporate governance
The Company is not required to comply with the UK Corporate
Governance Code, which is applicable to all companies whose
securities are admitted to trading to the premium segment of the
Official List. Nevertheless, the Directors are committed to
maintaining high standards of corporate governance and propose, so
far as is practicable given the Company's size and nature, to
voluntarily adopt and comply with the certain aspects of the Quoted
Companies Alliance (QCA) Code. The Board considers that, due to the
size and current activities of the Company, its current composition
and structure is appropriate to maintain effective oversight of the
Company's activities.
The structure of the Board will be reviewed as and when the
activities of the Company progress to a sufficient size and
complexity to require additional independent oversight. It is
intended that additional Directors will be appointed in the near
future once prospective acquisitions have been identified and that
independence will be one of the factors taken into account at such
time.
Following completion of an acquisition, the Company plans on
appointing more directors (including more independent directors)
and the Directors will establish suitable remuneration, nomination
and audit committees at the time of completion of an acquisition.
While the Company is in its current phase of identifying potential
acquisition targets the functions of these committees are
undertaken by the full Board of directors. The Company will adopt
further provisions of the QCA Code as relevant when an acquisition
has been completed. When such adoption occurs, this will be duly
notified to the Shareholders and announced accordingly.
Following the completion of an acquisition the Company will
re-evaluate its corporate governance policies and procedures in
line with the size and operations of the enlarged Group.
This report was approved by the Board and signed on its behalf
on 24 November 2023.
By order of the Board. 80 Cheapside,
London, EC2V 6EE
John Zorbas
Director
Seed Capital Solutions plc
Directors' Report for the Year Ended 30 June 2023
The directors present the report and accounts of Seed Capital
Solutions plc ("the Company") for the year ended 30 June 2023.
Directors' of the company
The directors, who held office during the period, were as
follows:
Mike Hirschfield
Damion Greef
Derek Ward (resigned 2 May 2023)
John Zorbas (appointed 2 May 2023)
Segar Karupiah (appointed 5 June 2023)
Principal activities and review of the business
The Company has been incorporated to act as a special purpose
acquisition vehicle. The Company listed on the London Stock
Exchange on 11 April 2023 and is now seeking an appropriate
acquisition. It does not have any current business activities.
Results and dividends
The loss for the year after taxation amounted to GBP174,781
(18-month period ended 30 June 2022 (as restated): GBP123,070). The
directors do not recommend the payment of a dividend (2022:
GBPnil).
Political contributions
The company did not make any political contributions in the year
ended on 30 June 2023 (18-month period ended 30 June 2022:
GBPNil).
Prior year adjustment
Refer Note 11 to the financial statements for details of prior
year adjustment.
Comparative Information
The statement of comprehensive income figures for the current
year are those for the 12-month period to 30 June 2023 and the
comparative period represents the 18-month period to 30 June 2022,
as such the results are not directly comparable.
Post balance sheet events
Refer Note 14 to the financial statements for events after the
reporting date.
Streamlined Energy and Carbon Reporting (SECR)
The Company is a low energy user and as such is exempt from
reporting under these regulations.
Going concern
On 23 March 2023 the Company allotted conditionally on Admission
(which occurred on 11 April 2023) 129,406,000 new ordinary shares
of GBP0.0025 each at GBP0.0075 per share to raise GBP970,545 gross
of expenses. The Company has prepared cash projections for the
period to 30 June 2025 which indicate that the Company will have
sufficient funds for the foreseeable future. The Company has
minimal ongoing overheads so the key variable factor will be the
costs to be incurred on undertaking commercial, legal and financial
due diligence on potential acquisition targets. The members of the
Board have considerable experience in these matters and will
undertake an internal review of targets to screen out unsuitable
targets before engaging suitable advisors and incurring due
diligence costs. The financial projections include an estimate of
potential due diligence costs incurred during the review period. On
the basis of their assessment set out above, the Directors believe
it is appropriate to prepare the financial statements on a going
concern basis.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a
director in order to make themselves aware of any relevant audit
information and to establish that the company's auditor is aware of
that information. The directors confirm that there is no relevant
information that they know of and of which they know the auditor is
unaware.
Auditor
The auditor, Haysmacintyre LLP, will be proposed for
reappointment in accordance with section 485 of the Companies Act
2006.
The Directors confirm that:
-- so far as each Director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
-- the directors have taken all the steps that they ought to
have taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the Company's
auditor is aware of that information.
This report was approved by the Board and signed on its behalf
on 24 November 2023.
By order of the Board. 80 Cheapside, London, EC2V 6EE
John Zorbas
Director
Seed Capital Solutions plc
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic
Report, the Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law, the directors
have elected to prepare the financial statements in accordance with
International Financial Reporting Standards ("IFRSs"). Under
company law, the directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the company and of the profit or
loss of the company for that period.
In preparing these financial statements, the directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and accounting estimates that are reasonable and prudent;
-- state whether applicable Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Independent auditor's report to the members of Seed Capital
Solutions Plc
Opinion
We have audited the financial statements of Seed Capital
Solutions Plc (the 'Company') for the year ended 30 June 2023 which
comprise the Statement of comprehensive income, the Statement of
Financial Position, the Statement of changes in equity, the
Statement of cash flows and notes to the financial statements,
including a summary of significant accounting policies. The
financial reporting framework that has been applied in their
preparation is applicable law and UK adopted International
Financial Reporting Standards ('IFRS').
In our opinion, the financial statements:
-- give a true and fair view of the state of the Company's
affairs as at 30 June 2023 and of its loss for the year then
ended;
-- have been properly prepared in accordance with UK adopted
international accounting standards; and
-- have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made
subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all
of our audits, we also addressed the risk of management override of
controls, including evaluating whether there was evidence of bias
by the directors that represented a risk of material misstatement
due to fraud. We tailored the scope of our audit to ensure that we
performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure
of the Company, the accounting processes and the industry in which
it operates. Our audit consisted principally of substantive tests
of detail as this was deemed the most efficient and effective way
of amassing sufficient reliable audit evidence.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this
matter
Management override of controls
* We have considered and reviewed all areas requiring
The risk of misappropriation judgement or estimates in order to assess the
of assets and the risks of misrepresentation appropriateness of the judgements and estimates made
of financial information. by management;
* In addition to audit procedures, we made inquiries of
management to understand their risk assessment
procedures and if they consider any other areas which
may be susceptible to risk of material misstatement
due to fraud. No other risks of material misstatement
due to fraud were noted; and
* We have reviewed journal entries made as part of the
year-end financial reporting process and those made
in the year.
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Other receivables We performed the below procedures
so as to satisfy ourselves of
The other receivables of GBP295,125 the recoverability of other
relates to share subscription receivables:
money for shares issued upon
IPO. The risk is that these * Challenged management about the recoverability of the
receivables are irrecoverable said amount and obtained a confirmation directly from
leading to overstatement of the Company's brokers confirming they are holding
assets and understatement of GBP220,125 of the funds and these were received by
loss for the year. the Company post year end on 7 November 2023;
* Reviewed the Company's correspondence with their
lawyers pertaining to the balance GBP75,000 which is
overdue and challenged management on the
recoverability by checking on the efforts made by
management to recover the overdue amount from the
investor and correspondence with brokers.
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Going concern basis of accounting We have performed a detailed
review and assessment of the
The risk of inappropriate use cash flow position/forecasts
of the going concern assumption of the Company. We scrutinised
based on the primary risk that and discussed the assumptions
suitable investment opportunities made with management.
may not be available and that
the costs incurred in conducting Our work included, but was not
due diligence may not be recoverable. restricted to:
* Obtaining and reviewing the cash flow forecasts
The directors have set out their provide by management for the period to 30 June 2025;
assessment in relation to going
concern in note 2 to the financial
statements. * Checking the mathematical accuracy of the cash flow
forecasts;
* Reviewing the cash flow forecasts in light of our
understanding of the business to identify and
challenge the key assumptions therein, to assess the
level of cash headroom, to stress test and reverse
stress test the forecasts and therefore the headroom
on maintaining a positive cash balance and plausible
downside scenarios; and
* Review of the disclosures within the financial
statements to assess whether they accurately reflect
managements' assessment of going concern including
any uncertainties.
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Share options (warrant) valuation Our procedures involved:
The Company has issued warrants * Reviewing management's warrant valuation calculations
during the year. Due to the to ensure mathematical accuracy;
inherent uncertainty involved
in calculating the fair value
of the share options at the * Challenging the assumptions and inputs in determining
grant date, this is considered the fair value of the warrants on grant; and
a key audit matter.
Refer to note 9 in the financial * Reviewing management assessment and critically
statements for the disclosures evaluating whether these are in line with the
relating to share options. applicable accounting standard IFRS 2.
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Our application of materiality
We apply the concept of materiality both in planning and
performing our audit, in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements,
including omissions, could influence the economic decisions of
reasonable users that are taken based on the financial statements.
Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take into account the nature
of identified misstatements, and the particular circumstances of
their occurrence, when evaluating their effect on the financial
statements as a whole.
We consider total shareholders' equity to be the financial
metric of most interest to shareholders and other users of the
financial statements. Accordingly, we used total shareholders'
equity as the basis of setting planning materiality.
Materiality for the financial statements as a whole was set at
GBP14,000, determined by reference to 2% of total equity, which we
considered was within a suitable range for calculating materiality
using total equity as the benchmark.
Performance materiality is the application of materiality at the
individual account or balance level set at an amount to reduce to
an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds materiality for
the financial statements as a whole. Performance materiality for
the Company was subsequently reassessed and set at GBP7,000.
We agreed with those charged with governance that we would
report all individual audit differences identified during the
course of our audit in excess of GBP700. We also agreed to report
differences below these thresholds that, in our view, warranted
reporting on qualitative grounds.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the director's assessment of the entity's
ability to continue to adopt the going concern basis of accounting
included consideration of the inherent risks to the Company's
business model and reviewed the directors' assessment of how those
risks affect the Company's financial resources or ability to
continue operations over the going concern period. We considered
the likely cash inflows and cash outflows over the going concern
period and assessed the risk that the Company would be unable to
meet its liabilities as they fall due. We scrutinised the
reasonableness of assumptions applied to the cash flow forecasts
and sensitized such forecasts against various scenarios. We
reviewed management going concern paper and also considered post
balance sheet date performance and other wider factors in
concluding our assessment.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for a period to 30
June 2025.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future events or
conditions can be predicted, this statement is not a guarantee as
to the Company's ability to continue as a going concern.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the company financial statements are not in agreement with
the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by
law are not made; or
-- we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement set out on page 9, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
Based on our understanding of the company and industry, we
identified that the principal risks of non-compliance with laws and
regulations related to regulatory requirements for the company and
trade regulations, and we considered the extent to which
non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations that have
a direct impact on the preparation of the financial statements such
as the Companies Act 2006, income tax and payroll tax.
We evaluated management's incentives and opportunities for
fraudulent manipulation of the financial statements (including the
risk of override of controls) and determined that the principal
risks were related to posting inappropriate journal entries to
revenue and management bias in accounting estimates. Audit
procedures performed by the engagement team included:
-- Discussions with management including consideration of known
or suspected instances of non-compliance with laws and regulation
and fraud;
-- Evaluating management's controls designed to prevent and
detect irregularities;
-- Identifying and testing accounting journal entries, in
particular those journal entries which exhibited the
characteristics we had identified as possible indicators of
irregularities; and
-- Challenging assumptions and judgements made by management in
their critical accounting estimates.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an Auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Ian Cliffe (Senior Statutory Auditor) 10 Queen Street Place
For and on behalf of Haysmacintyre LLP, Statutory Auditors London
EC4R 1AG
24 November 2023
Statement of Comprehensive Income
For the year ended 30 June 2023
As restated
Year 18 months
ended ended
30 June 2023 30 June 2022
Note GBP GBP
Administrative expenses (152,334) (123,070)
Share based payments charge 9 (22,447) -
_______ _______
Operating loss 3 (174,781) (123,070)
_______ _______
Loss on ordinary activities
before taxation ( 174,781) (123,070)
Taxation 5 - -
_______ _______
Loss on ordinary activities
after taxation 10 ( 174,781) (123,070)
_______ _______
Other comprehensive income/(loss) - -
_______ _______
Total comprehensive loss for the year/period ( 174,781) (123,070)
_______ _______
Basic and diluted loss per share (pence) 6 (0.23)p (0.32)p
All amounts relate to continuing operations.
The notes on pages 19 to 29 form part of these financial
statements.
Statement of Financial Position
As at 30 June 2023
As restated
30 June 2023 30 June 2022
Note GBP GBP
Current assets
Trade and other receivables 7 305,661 -
Cash at bank and in hand 517,279 43,462
_______ _______
822,940 43,462
Payables: amounts falling due
within one year 8 (100,543) (61,572)
_______ _______
Net current assets / (liabilities) 722,397
(18,110)
_______ _______
Total assets less current liabilities 722,397
(18,110)
_______ _______
Net assets / (liabilities) 722,397 (18,110)
_______ _______
Capital and reserves
Called up share capital 9 463,515 110,000
Share premium 539,326 -
Share based payments reserve 9 22,447 -
Profit and loss account 10 (302,891) (128,110)
_______ _______
Shareholders' funds / (deficit) 722,397
(18,110)
_______ _______
Approved and authorised for issue by the Board of Directors on
24 November 2023
......................................
Damion Greef
Director
Statement of changes in equity
For the year ended 30 June 2023
Share capital Share Share Profit Total equity
premium based and Loss
payments account
GBP GBP GBP GBP GBP
At 1 January 2021 1 - - (5,040) (5,039)
Issue of share
capital 109,999 - - - 109,999
Loss for the period - - - (104,079) (104,079)
--------------- ---------- ---------- ---------- --------------
At 30 June 2022
(as previously reported) 110,000 - - (109,119) 881
Prior year adjustment - - - (18,991) (18,991)
At 30 June 2022
(as restated) 110,000 - - (128,110) (18,110)
Issue of share
capital 353,515 647,031 - - 1,000,546
Costs of share
issue - (107,705) - - (107,705)
Share based payments - - 22,447 - 22,447
( 174,781
Loss for the year - - ) (174,781)
--------------- ---------- ---------- ---------- --------------
At 30 June 2023 463,515 539,326 22,447 (302,891) 722,397
--------------- ---------- ---------- ---------- --------------
Statement of cash-flows
For the year ended 30 June 2023
As restated
Year ended 30 June 18 months
2022 ended 30 June
2022
GBP GBP
Cash flows from operating Note
activities:
Net loss for the reporting
period 10 ( 174,781 ) (123,070)
Adjustments for:
Share based payments charge 9 22,447 -
Change in prepayments 7 (10,536) -
Change in accruals 8 35,338 20,491
-------------------------- ---------------
Cash flow from operating
activities before changes
in working capital (127,532) (102,579)
Changes in working capital:
Increase in trade and other
receivables 7 (295,125) -
(Decrease) / increase in
trade and other payables 8 3,633 35,921
Net cash used in operating
activities (419,024) (66,658)
========================== ===============
Issue of shares for cash 9 1,000,545 109,999
Share issue costs on IPO 9 (107,704) -
Net cash from financing
activities 892,841 109,999
========================== ===============
Increase in cash and cash
equivalents 473,817 43,341
Cash and cash equivalents
at the beginning of the
year 43,462 121
-------------------------- ---------------
Total cash and cash equivalents 517,279 43,462
========================== ===============
1. Authorisation of financial statements and statements of compliance with IFRS
Seed Capital Solutions plc (the "Company") is a public Company
limited by shares and incorporated in the United Kingdom.
These financial statements were prepared in accordance with
International Financial Reporting Standards and in accordance with
applicable accounting standards.
The Company's financial statements are presented in Sterling and
all values are rounded to the nearest pound except when otherwise
indicated.
The financial statements were approved and authorised for issue
by the Board on 24 November 2023
The principal accounting policies adopted are set out below.
2. Significant accounting policies
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards and its interpretations
adopted by the UK ("adopted IFRS's") and on the historical cost
basis. Historical cost is generally based on the fair value of
consideration given in exchange for assets.
The financial statements have been prepared under the historical
cost convention unless otherwise specified within these accounting
policies and in accordance with International Financial Reporting
Standards 'IFRS' and the Companies Act 2006.
The figures for the current year are those for the 12-month
period to 30 June 2023 and the comparative period represents the
18-month period to 30 June 2022, as such the results are not
directly comparable. The Accounting Reference Date was changed to
30 June last year so that the most up-to-date figures possible are
available to shareholders for inclusion in the Prospectus prepared
for the Admission of the Company's shares to trading on the London
Stock Exchange which occurred on 11 April 2023. There were no
trading activities in either period and so the Board believes that
this does not cause any unnecessary distortion to readers of the
accounts.
The preparation of financial statements in conformity with IFRS
requires management to make judgments, estimates and assumptions
that affect the application of policies and reported amounts of
assets, liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgments about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects
only that year or in the year of revision and future years if the
revision affects both current and future years.
New standards, amendments and interpretations in issue but not
yet effective and not applied in these financial statements
Periods starting on or after 1 January 2023
-- Classification of Liabilities as Current or Non-current
(Amendment to IAS 1) - clarifies that the classification of
liabilities as current or non-current should be based on rights
that exist at the end of the reporting period.
-- Disclosure of Accounting Policies (Amendments to IAS 1 and
IFRS Practice Statement 2) - Changes requirements from disclosing
"significant" to "material" accounting policies and provides
explanations and guidance on how to identify material accounting
policies.
-- Definition of Accounting Estimates (Amendments to IAS 8) -
Clarifies how to distinguish changes in accounting policies from
changes in accounting estimates.
Going concern
On 23 March 2023 the Company allotted conditionally on Admission
(which occurred on 11 April 2023) 129,406,000 new ordinary shares
of GBP0.0025 each at GBP0.0075 per share to raise GBP970,545 gross
of expenses .
The Company has prepared cash projections for the period to 30
June 2025 which indicate that the Company will have sufficient
funds for the foreseeable future. The Company has minimal ongoing
overheads so the key variable factor will be the costs to be
incurred on undertaking commercial, legal and financial due
diligence on potential acquisition targets. The members of the
Board have considerable experience in these matters and will
undertake an internal review of targets to screen out unsuitable
targets before engaging suitable advisors and incurring due
diligence costs. The financial projections include an estimate of
potential due diligence costs incurred during the review period. On
the basis of their assessment set out above, the Directors believe
it is appropriate to prepare the financial statements on a going
concern basis.
Operating income and charges
All expenses are accounted for on an accrual's basis.
Taxation
The current tax charge or credit represents the expected tax
payable or recoverable on the taxable result for the year. Taxable
profit differs from profit or loss as reported in the consolidated
statement of profits or loss and other comprehensive income because
of items of income or expense that are taxable or deductible in
other years and items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates
and tax laws that are enacted or substantively enacted by the end
of the reporting year.
Deferred tax is recognised on temporary differences between the
carrying amounts of assets and liabilities in the financial
statements and the corresponding tax base used in the calculation
of taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences. Deferred tax
assets are generally recognised for all deductible temporary
differences to the extent that it is probable that taxable profits
will be available against which those deductible temporary
differences can be utilised. Such deferred tax assets and
liabilities are not recognised if the temporary difference arises
from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the
accounting profit.
The carrying value of deferred tax assets is reviewed at the end
of each reporting year and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available
to allow all or part of the asset to be recovered.
No deferred tax asset has been recognised in respect of the
accumulated tax losses at the end of the year as the directors
consider that the Company was at a stage of development which is
too early to determine the future profitability of the project.
Financial assets
The Company's financial assets comprise cash and trade and other
receivables. All financial assets are initially measured at fair
value adjusted for transaction costs (where applicable). Financial
assets, other than those designated and effective as hedging
instruments, are classified into the following categories:
-- held at amortised cost;
-- fair value through profit or loss (FVTPL);
-- fair value through other comprehensive income (FVOCI).
In the periods presented the Company does not have any financial
assets categorised as FVOCI.
The classification is determined by both:
-- the entity's business model for managing the financial
asset;
-- the contractual cash flow characteristics of the financial
asset.
All income and expenses relating to financial assets that are
recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment of
trade receivables which is presented within other expenses.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets
meet the following conditions (and are not designated as
FVTPL):
-- they are held within a business model whose objective is to
hold the financial assets and collect its contractual cash
flows;
-- the contractual terms of the financial assets give rise to
cash flows that are solely payments of principal and interest on
the principal amount outstanding.
After initial recognition, these are measured at amortised cost
using the effective interest method. Discounting is omitted where
the effect of discounting is immaterial. The Company's cash and
cash equivalents, trade and most other receivables fall into this
category of financial instruments.
Financial assets at fair value through profit or loss
(FVTPL)
Financial assets that are held within a different business model
other than 'hold to collect' or 'hold to collect and sell' are
categorised at fair value through profit and loss. Further,
irrespective of business model financial assets whose contractual
cash flows are not solely payments of principal and interest are
accounted for at FVTPL. All derivative financial instruments fall
into this category, except for those designated and effective as
hedging instruments, for which the hedge accounting requirements
would apply.
Assets in this category are measured at fair value with gains or
losses recognised in profit or loss. The fair values of financial
assets in this category are determined by reference to active
market transactions or using a valuation technique where no active
market exists. In the periods presented the Company does not have
any financial assets categorised as FVTPL.
Impairment of financial assets
The Company considers trade and other receivables individually
in accounting for trade and other receivables and records the loss
allowance as lifetime expected credit losses. These are the
expected shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the financial
instrument. In calculating, the Company uses its historical
experience, external indicators and forward-looking information to
calculate the expected credit losses using a provision matrix.
Financial liabilities
The Company's financial liabilities comprise trade and other
payables. Trade and other payables are recognised initially at
their fair value and subsequently measured at amortised cost using
the effective interest rate method, less settlement payments.
Gains or losses from derecognition of financial liabilities are
recognised in the statement of profit or loss.
When the terms of a financial liability are modified the Company
needs to consider whether that modification is substantial. If the
modification is considered substantial the original financial
liability is derecognised and a new financial liability is
recognised at fair value.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments with
original maturities of three months or less, and bank
overdrafts.
Trade and other receivables
Trade and other receivables are amounts due from customers for
merchandise sold or services performed in the ordinary course of
business. If collection of trade and other receivables is expected
in one year or less (or in the normal operating cycle of business
if longer), they are classified as current assets. If not, they are
presented as non-current assets.
Trade and other receivables are measured at amortised cost. A
loss provision is recognised based on the lifetime expected loss of
trade and other receivables, being the expected shortfalls in
contractual cash flows, taking into account the potential for
default at any point during the life of the receivable.
Trade and other payables
Trade and other payables are obligations to pay for goods or
services that have been acquired in the ordinary course of business
from suppliers. Accounts payable are classified as current
liabilities if payment is due within one year or less (or in the
normal operating cycle of business if longer). If not, they are
presented as non-current liabilities.
Trade and other payables are recognised initially at fair value
and subsequently measured at amortised cost using the effective
interest method.
Equity
Share capital is determined using the nominal value of shares
that have been issued. Share premium is calculated by deducting the
nominal value of shares issued and related issue costs from the
value of shares issued.
The share-based payments reserve reflects the share based
payments charge on warrants granted by the Company as set out in
note 9.
The profit and loss account records the retained earnings for
all current and prior periods as disclosed in the statement of
comprehensive income.
Significant judgements and estimates
The preparation of the financial statements requires management
to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may be
different from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis.
The key significant judgement exercised in the preparation of
these financial statements relates to the estimates of assumptions
used in the preparation of the share-based payments calculation
using the Black Scholes method as described in note 9.
In calculating this fair value, the parameters used were a stock
asset price of GBP0.0075, an option strike price of GBP0.01125, a
five-year contractual maturity period, a risk free interest rate of
3.79% (based on five year Gilt yields) and a volatility of 50%
based on management assessment of the risk profile.
Capital management:
For the purpose of the Company's capital management, capital
includes issued capital, share premium and all other equity
reserves attributable to the equity holders of the Company. The
primary objective of the Company's capital management is to
maximise the shareholder value. The Company manages its capital
structure and makes adjustments in light of changes in economic
conditions. To maintain or adjust the capital structure, the
Company may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares.
.
3. Operating loss
Arrived at after charging:
Year ended 18 month period
ended 30 June
30 June 2023 2022
GBP GBP
Auditor's remuneration - audit services 43,200 6,500
Auditors' remuneration - non audit services
(reporting accountant) 9,600 30,000
===================== ==========================
Operating loss across both periods arose predominantly from
legal and professional fees relating to preparation for listing on
the London Stock Exchange. The Company undertook no trading
activities during either period.
4. Directors' emoluments
Directors' remuneration for the year ended 30 June 2023 is as
follows:
Share
based
Salary Bonus Fees payments Total
GBP GBP GBP GBP GBP
------------------ --------- -------- ------- ---------- --------
Damion Greef 6,000 8,000 - 3,600 17,600
Mike Hirschfield 6,000 8,000 4,800 3,600 22,400
Derek Ward 8,000 8,000 - 3,600 19,600
Segar Karupiah - - 2,400 - 2,400
20,000 24,000 7,200 10,800 62,000
--------- -------- ------- ---------- --------
At year end, there were no amounts owing to the Directors.
For the period ended 30 June 2022, no directors' fees were
charged, or no other emoluments were paid.
The company had no employees other than the directors during the
period (2022: nil).
5. Taxation
No provision for taxation has been made as the Company did not
generate any assessable profits during the year. No deferred tax
asset has been recognised in respect of the losses and temporary
differences due to the unpredictability of future revenue streams.
Such losses may be carried forward indefinitely.
The current tax charge for the year can be reconciled to the
loss per statement of comprehensive income as follows:
Year 18 months
ended ended
30 June 2023 30 June 2022
GBP GBP
Analysis of charge in the year
Current tax:
UK corporation tax on result for the year - -
Adjustments in respect of previous years - -
_______ _______
Total tax charge - -
====== ======
The tax assessed for the year is different to the standard rate
of corporation tax in the UK of 19% (2022: 19%). The differences
are explained below.
Year 18 months
ended ended
30 June 2023 30 June 2022
GBP GBP
Factors affecting tax charge for the year
Loss on ordinary activities before taxation ( 174,781)
(123,070)
_______ _______
Loss on ordinary activities multiplied by standard
rate of corporation tax in the UK of 19% (2022: 19%) (33,208) (23,383)
Share based payments 4,265 -
Trading losses on which no deferred tax is recognised 28,943 23,383
_______ _______
Total tax charge - -
====== ======
The standard UK rate of Corporation tax increased to 25% with
effect from 1 April 2023 on taxable profits exceeding GBP250,000,
with the 19% rate continuing to apply to companies with profits of
GBP50,000 or less. Marginal relief will operate for profits between
GBP50,000 and GBP250,000. The aggregate unrecognised deferred tax
asset of GBP53,284 reflects the expectation that the 19%
Corporation Tax rate will apply to the Company for the foreseeable
future.
6. Loss per share
The calculation of basic loss per share is based on the loss
attributable to ordinary shareholders divided by the weighted
average number of ordinary shares in issue during the period.
Year 18 months
ended ended
30 June 2023 30 June 2022
GBP GBP
Loss attributable to owners of the Company after tax ( 174,781) (123,070)
_______ _______
Weighted average number of shares in issue 75,704,615 38,561,488
_______ _______
Basic loss per share (pence) (0.23)p (0.32)p
_______ _______
There are 8,313,532 warrants outstanding at 30 June 2023 (30
June 2022: nil) as set out in note 9. Their effect is
anti-dilutive, but is potentially dilutive against future
profits.
7. Trade and other receivables
30 June 2023 30 June 2022
GBP GBP
Other receivables 295,125 -
Prepayments 10,536 -
_______ _______
Total trade and other receivables 305,661 -
====== ======
Trade and other receivables are all current and there are no
provisions for impairment against any of the balances. Trade and
other receivables are classified as financial assets measured at
amortised cost. Included in the other receivables is GBP75,000 from
the issue of new shares.
8. Trade and other payables As restated
30 June 2023 30 June 2022
GBP GBP
Trade payables 27,678 36,081
Taxation and social security 12,036 -
Accruals 60,829 25,491
_______ _______
Total trade and other payables 100,543 61,572
====== ======
Trade and other payables are all current against any of the
balances. Trade and other payables are classified as financial
liabilities measured at amortised cost.
9. Share capital
30 June 2023 30 June 2022
GBP GBP
Allotted, called up and issued of GBP0.0025 each
175,406,000 Ordinary shares issued and fully paid 438,515 -
10,000,000 Ordinary shares issued and not fully paid 25,000
44,000,000 Ordinary Shares of GBP0.0025 each - 110,000
====== ======
On 18 December 2017, the Company was incorporated with 100
shares of GBP0.01 each.
On 26 January 2021, the 100 issued Ordinary Shares of GBP0.01
each were sub-divided into 400 new Ordinary Shares of GBP0.0025
each.
On 29 January 2021 new subscribers applied for 15,999,600 new
Ordinary Shares of GBP0.0025 each at par raising GBP39,999. On 10
March 2021, a further 24,000,000 new Ordinary Shares of GBP0.0025
each were issued at par to raise a further GBP60,000. On 10 August
2021 4,000,000 new Ordinary Shares of GBP0.0025 each were issued at
par to raise GBP10,000.
On 23 March 2023 12,000,000 new Ordinary Shares of GBP0.0025
each were issued at par to raise GBP30,000 and on Admission to
trading on the London Stock Exchange on 11 April 2023 129,406,000
new Ordinary Shares of GBP0.0025 each were issued at GBP0.0075 per
share to raise GBP970,545. The Company incurred broker commission
and legal costs amounting to GBP107,704 regarding the issue of
these shares and this amount has been charged against share premium
during the year.
Included in the new ordinary shares issued upon admission are
10,000,000 shares of GBP0.0025 each issued at GBP0.0075 to AMI
Assets SA for GBP75,000 and accounted for as other receivables at
the year end. The Directors are comfortable that the balance will
be recoverable.
At 30 June 2023, the Company had the following warrants in
issue:
30 June 2023 30 June 2022
Weighted Number Weighted Number
average average exercise
exercise price (p)
price (p)
----------- ---------- ------------------ -------
Outstanding at the beginning - - - -
of the year
----------- ---------- ------------------ -------
Granted during the year 0.0027 8,313,532 - -
----------- ---------- ------------------ -------
Exercised during the year - - - -
----------- ---------- ------------------ -------
Outstanding at the end
of the year 0.0027 8,313,532 - -
----------- ---------- ------------------ -------
Exercisable at the end
of the year 0.0027 8,313,532 - -
----------- ---------- ------------------ -------
All of these warrants have an exercise price of 1.125 pence per
share, vested immediately and have a five-year contractual
life.
A share-based payments charge of GBP22,447 was calculated on the
basis of a Black Scholes valuation of GBP0.0027 per share. In
calculating this grant date 11 April 2023 fair value the parameters
used were a stock asset price of GBP0.0075, an option strike price
of GBP0.01125, a five year maturity period, a risk free interest
rate of 3.79% (based on five year Gilt yields) and a volatility of
50% based on management assessment of the risk profile. No dividend
payments were factored in the model. As the warrants all vested
immediately, the full charge has been recognised in the year.
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.
10. Reserves
As restated
Profit
and loss
account
GBP
At 1 January 2021 (5,040)
Retained loss for the period (as restated) (123,070)
_______
At 30 June 2022 (as restated) (128,110)
Retained loss for the year (174,781)
_______
At 30 June 2023 (302,891)
======
11. Prior Year Adjustment
Receipt of late invoice
The Company received an invoice for services provided during the
period ended 30 June 2022 in respect of the IPO in April 2023
amounting to GBP18,991 which had not been accrued in the accounts
for that period. Given the materiality of the amount in the context
of the results for that accounting period, the amount has been
included as a prior year adjustment and the financial statements
for that accounting period have been restated. The impact of the
restatement may be shown in the tables below:
Statement of comprehensive income
18-month period ended 30 June 2022
As originally Adjustment As restated
Stated
GBP GBP GBP
Administrative expenses (104,079) (18,991) (123,070)
________ ________ ________
Operating loss (104,079) (18,991) (123,070)
________ ________ ________
Loss on ordinary activities
before taxation (104,079) (18,991) (123,070)
Taxation - - -
________ ________ ________
Loss on ordinary activities
after taxation (104,079) (18,991) (123,070)
________ ________ ________
Statement of Financial positions at 30 June 2022
As originally Adjustment As restated
Stated
GBP GBP GBP
Current assets
Cash at bank and in hand 43,462 - 43,462
________ ________ ________
Creditors: amounts falling due
within one year (42,581) (18,991) (61,572)
________ ________ ________
Net current assets / (liabilities) 881 (18,991) (18,110)
________ ________ ________
Total assets less current liabilities 881 (18,991) (18,110)
________ ________ ________
Net assets / (liabilities) 881 (18,991) (18,110)
________ ________ ________
Capital and reserves
Called up share capital 110,000 - 110,000
Profit and loss account (109,119) (18,991) (128,110)
________ ________ ________
________ ________ ________
Shareholders' funds (deficit) 881 (18,991) (18,110)
________ ________ ________
Statement of cash flows
18-month period ended 30 June 2022
As originally Adjustment As restated
Stated
GBP GBP GBP
Cash flows from operating activities
Net loss for the reporting period (104,079) (18,991)
(123,070)
Adjustments for:
Change in accruals 1,500 18,991 20,491
________ ________ ________
Cash flow from operating activities
before changes in working capital (102,579) - (102,579)
________ ________ ________
Changes in working capital:
Increase in trade and other payables 35,921 - 35,921
________ ________ ________
Net cash used in operating activities (66,658) - (66,658)
________ ________ ________
Issue of shares for cash 109,999 - 109,999
________ ________ ________
Net cash from financing 109,999 - 109,999
________ ________ ________
Increase in cash and cash equivalents 43,341 - 43,341
Cash and cash equivalents at the
beginning of the year 121 - 121
_______ ________ ________
Total cash and cash equivalents 43,462 - 43,462
________ ________ ________
12. Ultimate beneficial owner
The directors consider that there is no registrable person or
registrable relevant legal entity in respect of the Company.
13. Related party transactions
Kitwell Administration Limited ("Kitwell"), a company wholly
owned by Mr Hirschfield, has provided Company Secretarial and
accounting services to the Company since incorporation. Mr
Hirschfield agreed that Kitwell would not make any charges for its
services prior to listing. These accounts include an accrual of
GBP2,500 plus VAT in respect of accountancy services and GBP1,500
plus VAT for Company Secretarial services for the year ended 30
June 2023.
Prior to being appointed a director on 5 June 2023, Segar
Karupiah charged for his services via Danmar Management Limited, a
wholly owned service company. These accounts include an accrual of
GBP2,000 plus VAT in respect of services provided in May and June
2023.
14. Post balance sheet events
On 7 November 2023, the Company received GBP220,125 of the other
receivables reducing the balance outstanding to GBP75,000.
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END
FR FEUFIUEDSEFF
(END) Dow Jones Newswires
November 29, 2023 10:32 ET (15:32 GMT)
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