Half-Year Report

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 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)

Condensed Statement of Financial Position as at 31 December 2025 (unaudited)

			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

Condensed Statement of Changes in Equity

For the six-month period ended 31 December 2025 (unaudited)

		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)

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  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

At 31 December 2025, the Company had the following warrants in issue:

		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

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: [phone]
Damion Greef, Chairman Brand Communications		Tel: [phone]
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.

 

END