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Seed Capital Solutions #SCSP – Notice of GM. Form of Proxy
Seed Capital Solutions plc announces that as a direct result of the aborted acquisition of 4D Medica SA (“4DM”) (“Transaction”), the Company requires new funding by way of the issuance of new ordinary shares in the Company (“Shares”).
The Company does not however, currently have the authority to issue sufficient Shares to satisfy its short-term working capital requirements and settle its professional creditors incurred in respect of the Transaction.
Notice is given that a General Meeting (“GM”) of the members of the Company will be held at the office of Axis Capital Markets Ltd, 73 Watling St, London, EC4M 9BJ at 1000 hrs (BST) on 17 September 2026. The purpose of the GM is to seek approval by shareholders of the authorities required to enable the Company to raise the necessary funding.
Background
As previously announced, the Company had accrued adviser costs in respect of the proposed acquisition of 4DM which was terminated on 10 July 2026 and which the Company had expected to be settled from an associated fundraising.
The Company has agreed to settle up to £125,000 of these professional creditors through an issue of new ordinary shares, and a further £50,000 in cash (“Creditor Settlement”).
The Board is therefore convening a shareholder GM to seek approval for the authorities necessary to issue the new Shares to creditors and to undertake an equity fundraising.
Subject to shareholder approval, the Board intends to raise sufficient capital to enable the Company to satisfy its ongoing obligations, estimated to be no more than £85,000 for the next 12 months, settle certain professional liabilities as above and to provide some initial capital to pursue suitable acquisition and investment opportunities (“Fundraising”).
The Company’s broker has indicated its support for the Fundraising, subject to the relevant shareholder approvals being obtained.
Resolutions
The Resolutions to be proposed at the GM are therefore as follows:
Resolution 1 is an ordinary resolution which seeks to authorise the Directors, pursuant to section 551 of the Companies Act 2006, to allot shares and other relevant securities up to the limits set out in the Notice of General Meeting.
Resolution 2 is a special resolution which seeks to permit the Directors, within the limits set out in the Notice of GM, to allot equity securities for cash without first offering those securities to existing shareholders in proportion to their existing holdings. The Directors consider this authority necessary to provide the flexibility required to undertake the proposed fundraising and address the Company’s immediate funding requirements.
Suspension
On completion of the Creditor Settlement and Fundraising following the GM, the Company will subsequently make a request to the FCA to lift the temporary suspension of its listing on the Official List of the FCA of its shares.
Financial Results calendar
As previously announced, following the change of the accounting reference date from 30 June to 31 December, as announced on 29 June 2026, in accordance with UKLR6.4.16 the Company will prepare and publish a second interim report in respect of the six-months ending 30 June 2026, to be published on or before 30 September 2026.
Form of Proxy
A copy of the Notice of GM and Form of Proxy is being posted to Shareholders today and is available on the Company’s website at https://seedcapitalsolutionsplc.com/wp-content/uploads/2026/08/260825-SCS-GM-Notice-FINAL.pdf
ENDS
FOR FURTHER INFORMATION, PLEASE CONTACT:
Seed Capital Solutions plc
Chairman Damion Greef
Website: https://seedcapitalsolutionsplc.com/ Tel: +44 (0)1535 647 479
Brand Communications
Public & Investor Relations
Alan Green Tel: +44 (0) 7976 431608
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 #SCSP – Settlement with Creditors
Further to the Company’s announcement on 10 July 2026, the Company is pleased to announce that it has now reached agreement with all of its substantive creditors in respect of the settlement of outstanding liabilities. As previously announced, the Company had accrued adviser costs in respect of the initial transaction which was terminated on 10 July 2026 and which the Company had expected to be settled from the associated fundraising.
The Company has now agreed to settle up to £125,000 of these professional creditors through an issue of new ordinary shares, and a further £50,000 in cash (“Creditor Settlement”). The Board intends to convene a general meeting of shareholders to seek approval for the authorities necessary to issue the new ordinary shares to creditors and to undertake an equity fundraising (“General Meeting”).
Subject to shareholder approval, the Board intends to raise sufficient capital to enable the Company to satisfy its ongoing obligations, estimated to be no more than £85,000 for the next 12 months, settle certain professional liabilities as above and to provide some initial capital to pursue suitable acquisition and investment opportunities (“Fundraising”).
The Company’s broker has indicated its support for the Fundraising, subject to the relevant shareholder approvals being obtained.
The Company will subsequently make a request to the FCA to lift the temporary suspension of its listing on the Official List of the FCA of its ordinary shares of £0.0025 each on completion of the Creditor Settlement and Fundraising following the General Meeting.
As previously announced, following the change of the accounting reference date from 30 June to 31 December, as announced on 29 June 2026, in accordance with UKLR6.4.16 the Company will prepare and publish a second interim report in respect of the six-months ending 30 June 2026, to be published on or before 30 September 2026.
A further announcement will be made in due course.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014. The person responsible for this announcement is Damion Greef, Chairman.
ENDS
FOR FURTHER INFORMATION, PLEASE CONTACT:
Seed Capital Solutions plc
Chairman Damion Greef
Website: https://seedcapitalsolutionsplc.com/ Tel: +44 (0)1535 647 479
Brand Communications
Public & Investor Relations
Alan Green Tel: +44 (0) 7976 431608
Beaumont Cornish Limited
Sponsor and Financial Adviser
Roland Cornish, Michael Cornish Tel: +44 (0) 207 628 3396
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 #SCSP – Termination of Potential Acquisition. Request for Lifting of Temporary Suspension
Termination of Proposed Acquisition
The Company announces that the proposed acquisition of Cuarta Dimension Medica SL (“4DM”) in exchange for the issue of new ordinary shares in the Company (“Proposed Acquisition”) has been terminated.
As announced on 29 June 2026, change of control provisions in respect of 4DM caused a delay to completion of the transaction documentation. In particular, Seed was informed by 4DM that as Seed is a foreign investor, the acquisition of 4DM would be subject to prior authorisation by the Spanish Ministry of Economy, Trade and Business due to 4DM, being active in a strategic sector (artificial intelligence). The Company has now been informed by 4DM that such authorisation would not be forthcoming and accordingly, discussions have been terminated.
Seed Capital Chairman Damion Greef commented: “We had worked diligently with our advisory team over the last year to progress the transaction documentation required to complete the Proposed Acquisition and are obviously disappointed on behalf of all our shareholders and other stakeholders. Our focus now is on finding a new takeover opportunity for Seed.”
Application for Lifting of Temporary Suspension
The Proposed Acquisition was an Initial Transaction under UK Listing Rule 13.2.1 and accordingly, at the request of the Company, the FCA on 28 May 2025 suspended the Company’s listing on the Official List and trading on the Main Market of the London Stock Exchange was also suspended, pending the publication of further details on 4DM and the enlarged Company or an announcement that the Initial Transaction is not proceeding.
As the Initial Transaction is not proceeding, the Company will be making a request to the FCA to lift in due course the temporary suspension of its listing on the Official List of the FCA of its ordinary shares of £0.0025 each and will update the market accordingly
Strategy
Seed was initially formed for the purpose of acquiring a business or businesses operating in market sectors that can display strong environmental, social and governance credentials.
The Shares were admitted to the FCA’s Official List by way of a standard listing (Standard Listing) under Chapter 14 of the prior listing rules of the FCA made under section 73A of FSMA and to trading on the London Stock Exchange’s main market for listed securities on 12 April 2023. Following the implementation of UK Listing Rules Instrument 2024 (FCA 2024/23) with effect from 29 July 2024 (UK Listing Rules), the Company was classified as a company in the Equity Shares (shell companies) category under the UK Listing Rules.
The Company will therefore refocus on identifying an appropriate acquisition target.
Summary of Financial Position
The Company’s cash balance as at 30 June 2026 was approximately £10,000. In anticipation of completion of the Proposed Acquisition, the Company has accrued adviser costs which were expected to be settled from the associated fundraising. As a result of the termination of the Proposed Acquisition, the Company is now in discussions with its creditors regarding those accrued liabilities and will require additional funding to meet its ongoing working capital requirements and provide some additional funding in identifying an alternative transaction.
Financial results calendar
Following the change of the accounting reference date from 30 June to 31 December, as announced on 29 June 2026, in accordance with UKLR6.4.16 the Company will prepare and publish a second interim report in respect of the six-months ending 30 June 2026, to be published on or before 30 September 2026.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014. The person responsible for this announcement is Damion Greef, Chairman
ENDS
FOR FURTHER INFORMATION, PLEASE CONTACT:
Seed Capital Solutions plc
Chairman Damion Greef
Website: https://seedcapitalsolutionsplc.com/ Tel: +44 (0)1535 647 479
Brand Communications
Public & Investor Relations
Alan Green Tel: +44 (0) 7976 431608
Beaumont Cornish Limited
Sponsor and Financial Adviser
Roland Cornish, Michael Cornish Tel: +44 (0) 207 628 3396
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 #SCSP – Update on Proposed Acquisition. Change of accounting reference date
Update on Proposed Acquisition
As previously notified on 26 March 2026, the Company continues to work towards finalising the documentation required for the proposed acquisition of Cuarta Dimension Medica SL (“4DM”) in exchange for the issue of new ordinary shares in the Company (“Proposed Acquisition”) and admission of its enlarged issued share capital to trading on AIM (“Admission”).
While the transaction documentation required to complete the Proposed Acquisition has been progressed, including the audit of 4DM for the year ended 31 December 2025, there are change of control provisions in respect of 4DM which have now caused a delay to completion of the transaction documentation and which the Company is currently reviewing. In particular, Seed has been informed by 4DM that as Seed is a foreign investor, the Proposed Acquisition is subject to prior authorisation by the Spanish Ministry of Economy, Trade and Business due to 4DM being active in a strategic sector (artificial intelligence).
Shareholders should note that there remain several matters upon which completion of the Proposed Acquisition and Admission is conditional, including, amongst other things, the associated fundraise. Accordingly, there can be no certainty that the Proposed Acquisition and Admission will proceed.
The Proposed Acquisition is an Initial Transaction under UK Listing Rule 13.2.1 and accordingly, at the request of the Company, the FCA on 28 May 2025 suspended the Company’s listing on the Official List and trading on the Main Market of the London Stock Exchange was also been suspended, pending the publication of further details on 4DM and the enlarged Company or an announcement that the Initial Transaction is not proceeding.
Change of accounting reference date
In preparation of the Proposed Acquisition, in order to align the financial calendars of Seed and 4DM, the Company also announces that the Company has changed its accounting reference date from 30 June to 31 December. In accordance with UKLR6.4.16, the Company will prepare and publish a second interim report in respect of the six-months ending 30 June 2026, to be published on or before 30 September 2026.
A further announcement will made in due course.
ENDS
FOR FURTHER INFORMATION, PLEASE CONTACT:
| Seed Capital Solutions plc | ||||
| Chairman Damion Greef
Website: https://seedcapitalsolutionsplc.com/
Brand Communications |
Tel: +44 (0)1535 647 479
|
|||
| Public & Investor Relations | Tel: +44 (0) 7976 431608 | |||
| Alan Green
|
||||
| Beaumont Cornish Limited
Sponsor and Financial Adviser Roland Cornish, Michael Cornish
|
Tel: +44 (0) 207 628 3396 |
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 #SCSP – Update on Proposed Acquisition of the issued share capital of Cuarta Dimension Medica SL and Intention to seek Admission to Trading on AIM
As previously notified in the half-year report published on 9 March 2026, the Company continues to work towards finalising the documentation required for the proposed acquisition of Cuarta Dimension Medica SL (“4DM”) in exchange for the issue of new ordinary shares in the Company (“Proposed Acquisition”). Subject to completion of the Proposed Acquisition, the enlarged Group will operate as a leading AI-driven medical diagnostics business, initially focused on the veterinary sector with scope to expand into the wider healthcare market.
The transaction documentation required to complete the Proposed Acquisition is well progressed and in certain instances substantially complete. The audit of 4DM for the year ended 31 December 2025 is underway and the Company expects that this should be completed towards the end of April, enabling the Company to finalise its Admission Document shortly thereafter.
The Proposed Acquisition is an Initial Transaction under UK Listing Rule 13.2.1 and accordingly, at the request of the Company, the FCA on 28 May 2025 suspended the Company’s listing on the Official List and trading on the Main Market of the London Stock Exchange was also been suspended, pending the publication of further details on 4DM and the enlarged Company or an announcement that the Initial Transaction is not proceeding.
In conjunction with the Proposed Acquisition, the Company intends in due course to request the cancellation of the listing of its ordinary shares on the FCA’s Official List and to cease trading on the London Stock Exchange’s main market for listed securities (together, the “Cancellation”). Instead, the Company intends to apply for its enlarged issued share capital to be admitted to trading on AIM (“Admission”).
Pursuant to UK Listing Rule 21.2.17R, the Company must give at least 20 business days’ notice of the intended Cancellation and the Company plans to notify during April the proposed date the Cancellation is expected to become effective, being the anticipated completion date for the Proposed Acquisition and Admission. The Company will update shareholders in due course once the timetable for Cancellation is confirmed
The Proposed Acquisition will require the Company to convene a general meeting of its shareholders, which it also intends to update shareholders about soon.
While matters relating to the Proposed Acquisition and Admission are at an advanced stage, shareholders should note that there remain several matters upon which completion of the Proposed Acquisition and Admission is conditional, including, amongst other things, completion of the audit of 4DM and the associated fundraise. Accordingly, there can be no certainty that the Proposed Acquisition and Admission will proceed. If the Proposed Acquisition and Admission do not proceed, the Company intends to withdraw any notice of Cancellation.
The information contained within this announcement is deemed by the Company to constitute 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”). Upon the publication of this announcement via a Regulatory Information Service, this information is considered to be in the public domain.
-Ends
FOR FURTHER INFORMATION, PLEASE CONTACT:
| Seed Capital Solutions plc | ||||
| Chairman Damion Greef
Website: https://seedcapitalsolutionsplc.com/
Brand Communications |
Tel: +44 (0)1535 647 479
|
|||
| Public & Investor Relations | Tel: +44 (0) 7976 431608 | |||
| Alan Green
|
||||
| Beaumont Cornish Limited
Sponsor and Financial Adviser Roland Cornish, Michael Cornish
|
Tel: +44 (0) 207 628 3396 |
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 #SCSP – 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. 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 is 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.
Principal Risks and Uncertainties
The principal risks currently facing the Company are:
- Acquisition risk: Failure to identify or secure suitable acquisition targets 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 these 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
5 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.
The interim report for the six months ended 31 December 2025 was approved by the Directors on 5 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: +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.
Seed Capital Solutions #SCSP – Result of AGM
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 that at today’s Annual General Meeting (“AGM”), Ordinary Resolutions 1-6 and Special Resolution 7 were all passed.
-Ends
FOR FURTHER INFORMATION, PLEASE CONTACT:
| Seed Capital Solutions plc | ||||
| Chairman Damion Greef
Website: https://seedcapitalsolutionsplc.com/
Brand Communications |
Tel: +44 (0)1535 647 479
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| Public & Investor Relations | Tel: +44 (0) 7976 431608 | |||
| 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 #SCSP – Annual Financial Report and Notice of AGM
Seed Capital Solutions plc (LON: SCSP) is pleased to announce its audited annual financial results for the financial year ended 30 June 2025.
A notice to convene an Annual General Meeting at 10 am on 26 November 2025 will also be sent to shareholders with the annual Report and Accounts.
The full audited financial accounts can be viewed here http://www.rns-pdf.londonstockexchange.com/rns/2979F_1-2025-10-29.pdf
A copy of the accounts and the notice of AGM and Form of Proxy is also available on the Company’s website at https://seedcapitalsolutionsplc.com/reports-and-accounts/ and will be posted to shareholders shortly
FOR FURTHER INFORMATION, PLEASE CONTACT:
Seed Capital Solutions plc Tel: +44 (0) 7976 431608
Damion Greef, Chairman
Brand Communications Tel: +44 (0) 7976 431608
Public & Investor Relations
Alan Green
Seed Capital Solutions #SCSP – Proposed Acquisition of Cuarta Dimension Medica SL, Suspension of Listing and Appointment of Sponsor
Introduction
Seed is pleased to announce that it has entered into non-binding heads of terms (“Heads”) and an exclusivity agreement with the shareholders of Cuarta Dimension Medica SL (“4DM”) for the acquisition (“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 (the “Initial Transaction”). This comprises an Initial Transaction under UK Listing Rule 13.2.1.
Information on 4DM SL
4DM is an AI-powered imaging diagnostics group, focused primarily on the veterinary market with applications across the wider healthcare sector. Based in Spain, 4DM supplies diagnostic scanning equipment sourced from leading OEMs including Samsung, Philips and General Electric, integrated with its proprietary AI-enabled software platform.
4DM is backed by Substrate AI, a Spanish-listed investment fund, which acquired a controlling interest in 2023 from founder Francisco Ramos.
Transaction Summary
Under the Heads, it is proposed that the consideration for the acquisition will be settled in shares such that the shareholders of 4DM will own approximately 90% and the current shareholders of the Company will own approximately 10% of the fully diluted share capital of the enlarged Company.
Based on an intended placing price of 1.75 pence per share, this implies an approximate valuation of:
– Seed: £3.7 million (fully diluted basis)
– 4DM: £33.3 million (fully diluted basis)
Completion of the Initial Transaction remains subject to, among other things:
– Satisfactory completion of due diligence;
– Approval by shareholders of the Company at a general meeting, including a Rule 9 waiver resolution;
– Completion of an equity fundraising to provide working capital for the enlarged group; and
– Publication of a prospectus approved by the FCA and re-admission of the enlarged share capital to the Official List and to trading on the Main Market of the London Stock Exchange.
As the Initial Transaction is at an early stage there can be no certainty that the Initial Transaction will take place.
Strategic Rationale
The Board believes that the Acquisition represents a compelling opportunity to acquire a high-growth, AI-led business in a scalable and resilient sector. 4DM’s advanced diagnostic platform, focused initially on the veterinary sector, addresses a global market with significant expansion potential.
The veterinary care market is experiencing strong growth across key global regions. In Europe, the market was valued at approximately USD 23.6 billion in 2021 and is projected to grow at a CAGR of 5.5% through 2028 (source: Grand View Research). In North America, the market was valued at USD 11.97 billion in 2024 and is forecast to reach USD 23.12 billion by 2034, growing at a CAGR of 6.8% (source: Market Research Future). This highlights the significant commercial opportunity that 4DM is well-positioned to capture through its AI-driven diagnostics and expanding product footprint.
The Company’s investing policy permits acquisitions that may not fully meet all ESG criteria but offer the potential for significant shareholder value creation. The Board believes the Acquisition is aligned with that strategy and is in the best interests of shareholders.
Chairman’s Comment
Damion Greef, Chairman of Seed, commented:
“This proposed acquisition offers shareholders a unique opportunity to participate in the growth of a profitable, AI-enabled diagnostics platform, serving a large and expanding global market. 4DM’s technology and commercial traction, especially in the veterinary sector, creates an exciting foundation for future value creation.”
Suspension
This announcement is being made to disclose Inside Information.
On the basis that the Initial Transaction is completed on the contemplated terms, this would result in the Company’s existing shareholders having a minority interest in the enlarged group (and would constitute an Initial Transaction under the FCA’s UK Listing Rules).
At the request of the Company, the FCA has suspended the Company’s listing on the Official List and trading on the Main Market of the London Stock Exchange has also been suspended as of 7.30am today, pending the publication of further details on 4DM and the enlarged Company or an announcement that the Initial Transaction is not proceeding.
The Company has requested the temporary suspension because of the lack of information about 4DM in relation to the Initial Transaction, which could prevent the smooth operation of the market in the shares of the Company.
Takeover Code
The Takeover Panel will be consulted in due course regarding the requirement or otherwise for the Company to seek a Rule 9 Waiver pursuant to Appendix 1 of the Takeover Code in respect of the vendors of 4DM and any other parties who may be acting in concert with them holding 30% or more as a result of the Initial Transaction and any other associated matters.
Appointment of Sponsor
The Company is also pleased to announce that it has appointed Beaumont Cornish Limited as its Sponsor and Financial Adviser in connection with the Initial Transaction and intended re-admission.
A further announcement will be made in due course.
For more information, please contact:
| Seed Capital Solutions plc
Damion Greef, Chairman |
Tel: +44 (0) 7976 431608 |
| Brand Communications
Public & Investor Relations Alan Green
Beaumont Cornish Limited Sponsor and Financial Adviser Roland Cornish, Michael Cornish |
Tel: +44 (0) 7976 431608
Tel: +44 (0) 207 628 3396 |
Seed Capital Solutions Plc #SCSP – Issue of Warrants
Seed Capital Solutions plc (LON: SCSP) announces that the Company has issued a total of 17,000,000 warrants (“New Warrants”) over ordinary shares of 0.25 pence each (“Ordinary Shares”) to the Company’s Directors and Company Secretary, as detailed below.
| Name | Role | Number of warrants held prior to the issue of the New Warrants | Number of New Warrants granted | Total warrants held following issue of New Warrants |
| John Zorbas | Chief Executive Officer | – | 8,000,000 | 8,000,000 |
| Damion Greef | Non-Executive Chairman | 1,333,333 | 4,000,000 | 5,333,333 |
| Segar Karupiah | Chief Financial Officer | – | 2,000,000 | 2,000,000 |
| Avi Robinson | Non-Executive Director | – | 2,000,000 | 2,000,000 |
| Mike Hirschfield | Company Secretary | 1,333,333 | 1,000,000 | 2,333,333 |
The New Warrants have an exercise price of 1 penny each, representing a 33.3% premium over the closing mid-market price of Ordinary Shares on 21 March 2025, the business day prior to the issue of the New Warrants.
The New Warrants have been issued under the Company’s existing warrant scheme and are exercisable at any time until 23 March 2030.
Following the issue of the New Warrants, the Company has a total of 25,313,532 warrants in issue.
– 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) 7976 431608 | |||
| Damion Greef, Chairman
Brand Communications |
Tel: +44 (0) 7976 431608 |
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| 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.