SEALAND CAPITAL GALAXY LIMITED

 

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 

SEALAND CAPITAL GALAXY LIMITED CORPORATE INFORMATION

 

 

 

Board of Directors
Executive Director:	Ms Elena Suet Law (Chairman)
Non-executive Director:	Mr Geoffrey John Griggs
Company Secretary	Collas Crill Corporate Services Limited Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands
Registered Office	Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands
Independent Auditor	PKF Littlejohn LLP (Statutory Auditor) 15 Westferry Circus, London E14 4HD, United Kingdom
Principal Banker	China Construction Bank (Asia) Corporation Limited
Legal Advisers for English law	Hill Dickinson LLP The Broadgate Tower, 20 Primrose Street, London EC2A 2EW
Financial Advisors	Bowsprit Partners Limited Birchin Court, 20 Birchin Lane, Bank, London, EC3V 9DU, United Kingdom
Legal Advisers for Cayman Islands law	Collas Crill & CARD Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1 1107, Cayman Islands

 

Sealand Capital Galaxy Limited

("Seeland", or the "Company", or "the Group")

 

Final Results for the year ended 31 December 2024

 

Sealand Capital Galaxy Limited (LSE: SCGL) announces that it has published its Annual Report and Financial Statements for the year ended 31 December 2024 with respect to the Company and its subsidiaries (the "Group").

 

The Annual Report and Financial Statements are available to view on the Company's website at: https://www.sealandcapitalgalaxy.com/

 

A copy of the Annual Report and Financial Statements has also been submitted to the National Storage Mechanism and is available for inspection.

 

Elena Suet Sum Law, Executive Chairman of the Company, commented:

 

"In the last financial year the Group's performance was characterised by a slight reduction in overall revenue, decreasing from £125,793 to £121,802 in this highly competitive e-commerce and payment market. However, we still experienced strong demand for our distributorship of the HH Simonsen brand in Hong Kong and were able to take advantage of available financing to bring onboard critical technology capability in the form of our investment in EVOO-AI. This investment gave us access cutting edge Artificial Intelligence with particular focus on delivering a unique and tailored experience for customers in the demanding social media-influenced market for luxury goods. So, while the Group has faced significant challenges requiring us to reevaluate and adapt to the changing economic landscape, we are able to leverage opportunities created by this, starting with our development of SEA-VOO AI ASIA. This platform brings capability in what is now an essential element in the current technology and business landscape for any company, allowing us to use data to deliver a more personalized and targeted engagement with both partners and customers. Through this we will be able to combine our market access with the next-generation capability that the EVOO platform is able to deliver to target and interact with customers who are becoming increasingly selective, and work with brands who demand more control and visibility from their channel partners. Given this, and the Group's ability to access capital through existing instruments, we are as a board optimistic about our prospects for the coming year.

 

"The plan therefore is to develop our capabilities in this area and continue to develop our existing business, enabling us to grow our revenue as we bring online more technology capability as the year progresses. By taking advantage of opportunities we have developed in the technology we have gained access to we can expand our ability to effectively target consumers and attract brands who require a more sophisticated approach to e-commerce to work with us to access our key markets in APAC, but also to look to expand these in the coming years."

 

Commenting on Future Prospects and Outlook, she added:

 

"Despite the global economy experiencing turbulence and uncertainty in the face of conflict and tensions in international trade, the Group remains dedicated to enhancing its performance. However, the Group acknowledges the challenges posed by ongoing political conflicts between nations. Nevertheless, the Group is steadfast in the belief that the Group can expand its sales within our region, employing a strategic approach that emphasizes the expansion of direct sales through online shopping platforms.

 

In response to the evolving business landscape, the Group is committed to leveraging the power of AI and e-commerce to reach a wider customer base. By capitalizing on our growing ability to address the increasingly sophisticated and discriminating requirements of both consumers and brands, the Group aims to tap into new sub-markets and optimize our sales potential. The Group focuses on expanding multi directional sales channels aligns with our goal of fostering lasting customer and retail brand relationships and delivering meaningful value."

 

Elena Suet Sum Law, Executive Chairwoman

 

 

CHAIRMAN'S STATEMENT

 

Dear Shareholders

 

I hereby present the annual report of Sealand Capital Galaxy Limited (the "Company" or "Sealand", together with its subsidiaries, the "Group") for the year ended 31 December 2024 (the "Year").

PERFORMANCE FOR THE YEAR

The Group reported a loss of £350,224 (2023: £427,046) during the Year, which remains stable to its performance in the last financial year, and although it showed a slight downward trend in revenue  from £125,793 to £121,802, the Group consolidated its operations in the e-commerce business and was able to leverage access to capital to gain access to complementary technologies that will allow further development of the business. Moreover, the devaluation of the RMB by 10% had a profound impact on Chinese travelers, leading to reduced purchasing power.

 

The Group's revenue for the Year

These circumstances posed significant challenges for the Group, requiring us to reevaluate and adapt to the changing economic landscape. Despite these obstacles, the Group remain steadfast in overcoming these hurdles and seizing potential avenues for sustainable growth.

Going forwards the Group will enhance sales by implementing the new technologies to allow a greater level of personalised engagement with customers, delivering individualised and curated product offerings, and to work with partners and brands through the ability to provide a far greater depth of connection with customers and a rich reporting capability. This will improve customer engagement, revenue per engagement, customer retention and increasing power with partners, resulting in increasing revenues and profitability. Furthermore, through an increased access to capital the Group can look to increase its capability through opportunistic and targets investments that add to its capability through complementary and value adding acquisitions.

RECENT KEY DEVELOPMENTS

Sealand Capital Galaxy Limited entered into an unsecured Convertible Loan Note ("CLN") for up to £3 million in December 2024, and made drawdowns from the CLN of £366,000 in January 2025. This access to capital gives the Group operational flexibility and allows investment in key technologies that will support the Group's growth.

In January 2025, the Group entered into a conditional investment agreement with EVOO AI PLC, a proprietary data platform with specialized artificial intelligence (AI) learning models tailored to drive meaningful commercial and consumer insights in the luxury goods sector. Integrating proprietary, open-source, and partner AI models, the platform delivers in-depth, actionable intelligence on market trends and consumer behaviours. These insights are primarily derived from applications targeted at consumers, retailers, and brands. Its flagship application, Olive, is a luxury e-commerce marketplace that features influencer-curated boutiques, offering consumers a personalized shopping experience.

Ms. Elena Suet Sum Law was appointed Chief Executive Officer and following final regulatory approvals was appointed to the Board of Directors. Ms. Law had been General Manager of the Company for over 7-years. During this period Ms. Law had been responsible for maintaining the effectiveness and efficiency of the Group's commercial activities and lead the implementation of the Company's strategic initiatives.

Concurrent, with Ms. Law's appointment, Chairman, Mr. Nelson Law resigned his post from the Board of Directors effective immediately due to competing corporate interests after establishing the business over the previous 8-years.

 

FUTURE PROSPECTS AND OUTLOOK

Despite challenges in the global markets the Group remains dedicated to enhancing its performance through refining its commercial offerings. However, the Group acknowledges the challenges posed by ongoing political conflicts between nations. Nevertheless, the Group is steadfast in the belief that the Group can expand its sales within the APAC region, employing a strategic approach that emphasizes the refinement of its technology offering, leading to the expansion of sales through improved engagement with both customers and partners.

 

In response to the evolving business landscape, the Group is committed to leveraging the power of technology, in particular AI, to reach a wider customer base and provide a market leading experience for both clients and customers. By capitalizing on growing knowledge of consumer behaviours and the ability to allow partners to precisely target customers when they are most receptive, and our knowledge of the e-commerce market in our core region, the Group aims to refine its capabilities to allow access to new markets, deeper partnerships and to optimize our sales potential. The Group, through this strategy, aims to deliver increasing value to all stakeholders and in particular to our investors and shareholders.

ACKNOWLEDGEMENTS

We wish to express our appreciation to our shareholders, business partners and suppliers for their continued support during what has been a difficult time for all. We would like to thank our dedicated staff for their contributions to the success of the Group.

Elena Suet Sum Law

Chairwoman

30 April 2025

DIRECTORS' REPORT

The directors present their report, together with the audited financial statements of Sealand Capital Galaxy Limited and its subsidiaries for the year ended 31 December 2024 (the "Year").

 

The Company

Sealand Capital Galaxy Limited was incorporated in the Cayman Islands on 22 May 2015 as an exempted company with limited liability under the Companies Law. The Company's registered office is Willow House, PO Box 709, Cricket Square, Grand Cayman, KY1-1107, Cayman Islands.

 

Principal activities

The Group engages in IT, AI and e-Commerce related businesses.

 

Results and dividends

The results are set out in the primary statements on pages 18 to 21. The directors do not recommend a payment of dividend for the Year (2023: Nil).

 

Business review and management report

Overview

During the Year, The Group recorded a consolidated loss of £350,224 (2023: £427,046) as set out on page 18 of these financial statements.

 

Operations

The revenue from the e-Commerce business for the Year decreased from £125,793 to £121,802. The decrease is mainly due to the decreasing contribution of certain portfolio businesses within the group.

Going concern

As at 31 December 2024, the Group has cash and cash equivalent balances and net liabilities and net current liabilities of £18,461 and £1,577,106 and £1,604,486, respectively.

 

The director's cash-flow projections for the forthcoming 12 months conclude there is sufficient access to capital though an existing Convertible Loan Note (CLN) to fully implement the business plans. As the CLN has been fully executed and an initial draw down has been made, together with that the ex-director and the chairwoman do not intend to demand repayment due to them in the forthcoming 12 months from the date of this annual report, the Group's directors consider the Group to be a going concern.

Our strategy

As the Company strives for long-term growth, we remain committed to pursuing a strategic approach that encompasses various facets of our business. In line with this vision, the Group actively seeks out selective and attractive investment opportunities that align with our goals and values.

Notably, the Group have invested in technologies that will add vital capability and increased effectiveness across the Group's activities, and the ability to create meaningful opportunities in the coming years. Through our development of these and their application into our existing business portfolio, as well as identifying complementary opportunities that add further value to our offerings, the Group plans to continue to acquire and develop its capabilities that will deliver on its long-term goals.

Our approach to identifying and pursuing opportunities is rooted in thorough analysis, meticulous evaluation, prudent decision-making and utilising the potential of access to technologies that deliver a commercial advantage both with customers and partners. The Group also prioritizes partnerships that complement the existing capabilities and align with our strategic objectives, and offers them unique connections and a deep understanding of the market and their strengths. Through these collaborative ventures, we seek to enhance our market position, expand our customer base, and diversify our offerings.

 

Outlook

The Group will continue to monitor market developments and will manage its businesses and investment portfolio with a view to further improving its overall asset quality and potential growth. The Group will also continue to manage its assets and assess new investment opportunities to achieve stable growth and enhance shareholders' value.

 

Events after the reporting period

The Group formalised terms with EVOO AI plc ("EVOO") to create a proprietary platform, named "SEA-VOO AI ASIA" or "SEA-VOO". This agreement gives Sealand's wholly-owned operating subsidiary SCG Group Limited (a company operating distribution agreements with international brands seeking access to the APAC market) access and exclusive distribution rights to EVOO's AI technology platform. SEA-VOO allows Sealand to leverage the existing developments and infrastructure that EVOO have built whilst taking control over the technology's development and roll-out in the APAC region. This involves securing IP and exclusivity, as well as the majority of any future earnings that the platform may derive in the APAC territory. This strategy is consistent with Sealand's commitment to adapting to technological advances, such as are being driven by the increasing availability and utilization of AI across many sectors, through the creation of complimentary strategic partnerships and transactions that can augment, grow and scale the Company's existing operations in the APAC region and allow us to raise the Company's competitive profile in the market place.

 

The Group appointed Dr. Thomas Sawyer PhD, MBA as Chief Executive Officer of the Company. Following the appointment of Dr. Sawyer, PhD, MBA, Ms. Elena Suet Sum Law retired her role as Chief Executive Officer of the Company whilst maintaining her position as Chairwoman of the Board.

 

In January 2025, the Group entered into a loan facility with EVOO to advance a total principal amount of £300,000 to EVOO.

 

During the year ended 31 December 2024, the Group entered into an unsecured Convertible Loan Note ("CLN") for up to £3 million, and made drawdowns from the CLN of £366,000 in January 2025.

 

Directors

The following directors served during the year ended 31 December 2024:
Mr. Chung Lam Nelson Law (Chairman and Chief Financial Officer)

Ms. Elena Law (Executive Chairwoman)

Mr. Geoffrey John Griggs (Non-executive Director)

 

Substantial shareholding

At 31 December 2024, the Company has been notified of the following interests of 3 per cent or more in its issued share capital as at the date of approval of this report:

 

Name		Number of Ordinary Shares	Approximate % Shareholding
Manford Limited		349,854,461	46.28%
Computershare Company Nominees		157,616,013	20.85%
Expressway Enterprises Limited		93,786,896	12.41%
Chua Tien San		62,000,000	8.20%
Dnb Caestus Solutions Inc		27,500,000	3.64%
Fnb Enterprises Ltd		27,500,000	3.64%

 

 

Directors' interests

There are no directors' interests in the share capital of the Company as at 31December 2024.

Directors' emoluments are detailed in Note 10 to the financial statements.

 

Share capital and voting rights

Details of the share capital and movements in share capital during the year are disclosed in Note 20 to the financial statements.

 

Ratio of men to women

At 31 December 2024, there was one women (2023: 1) employed across the Group making 33% (2023: 33%) of our Group-wide employee base.

The Directors are satisfied that it has the appropriate balance of skills, experience and expertise necessary, and will give due regard to diversity in the event of further changes to both its own membership and/or the membership of the senior management team.

 

Climate - Related Financial Disclosure

The Company's objective is to enhance the Company's strategies, structures, resources, and tools in order to adeptly address and leverage climate-related risks and opportunities.

 

The Company ensures that its financial disclosures related to climate issues adhere to internationally recognized standards, with particular emphasis on the four fundamental components established by the Task Force on Climate-related Financial Disclosures (TCFD).

Core Elements	Description
Governance	Structures and processes in place to oversee climate-related issues, including the role of the board, management, and relevant committees.
Governance Strategy	Structures and processes in place to oversee climate-related issues, including the role of the board, management, and relevant committees. Insights into the company's actual and potential impacts of climate- related risks and opportunities on its business, strategy, and financial planning
Strategy Risk Management	Insights into the company's actual and potential impacts of climate- related risks and opportunities on its business, strategy, and financial planning Processes used to identify, assess, and manage climate-related risks integrated into overall risk management. Adaptations to strategies in response to climate considerations.
Risk Management Metrics and Targets	Processes used to identify, assess, and manage climate-related risks integrated into overall risk management. Adaptations to strategies in response to climate considerations. Disclosure of metrics and targets used to assess and manage relevant climate-related risks and opportunities, providing quantitative information on performance and progress.

 

 

The table below shows our current progress against TCFD Recommendations

 

TCFD pillar	Recommended Disclosure	Summary
Governance	The Board's supervision of risks and opportunities associated with climate-related factors.	The Board of Directors exercises oversight over climate-related issues, integrating them within the broader framework of governance.
Strategy	The influence of climate-related risks and opportunities on the business, strategic decisions, and financial planning.	The Board are aware that air transportation has higher carbon emissions compared to sea transportation. Therefore, starting from 2023, the company is gradually transitioning our transportation method from air to sea freight.
Strategy Risk Management	The influence of climate-related risks and opportunities on the business, strategic decisions, and financial planning. The company's protocols for effectively managing climate- related risks.	The Board are aware that air transportation has higher carbon emissions compared to sea transportation. Therefore, starting from 2023, the company is gradually transitioning our transportation method from air to sea freight. The process of identifying climate-related risks is seamlessly integrated into our regular operations. Although we may not have a dedicated task force, every team member is accountable for considering climate-related risks within their specific areas of responsibility. This decentralized approach guarantees that climate considerations are incorporated into our day-to- day decision-making processes. Given our small team size, collaboration plays a vital role. We regularly facilitate cross-functional discussions to collectively evaluate climate-related risks. By leveraging the expertise of each team member, we ensure a comprehensive understanding of potential impacts on our supply chain, production, and market dynamics. This collaborative effort cultivates a shared awareness of the challenges posed by climate-related factors.
Risk Management Metrics and targets	The company's protocols for effectively managing climate- related risks. Metrics used by the organization to assess climate related risks and opportunities in line with its strategy and risk management process.	The process of identifying climate-related risks is seamlessly integrated into our regular operations. Although we may not have a dedicated task force, every team member is accountable for considering climate-related risks within their specific areas of responsibility. This decentralized approach guarantees that climate considerations are incorporated into our day-to- day decision-making processes. Given our small team size, collaboration plays a vital role. We regularly facilitate cross-functional discussions to collectively evaluate climate-related risks. By leveraging the expertise of each team member, we ensure a comprehensive understanding of potential impacts on our supply chain, production, and market dynamics. This collaborative effort cultivates a shared awareness of the challenges posed by climate-related factors. The carbon capture initiative entails goals for mitigating emissions and actively contributing to wider climate initiatives. These metrics underscore the Company's commitment to comprehensive diverse business portfolio. sustainability practices throughout  its portfolio.

 

Greenhouse gas emissions

 

The Group recognizes the importance of assessing its operational carbon footprint to effectively manage and reduce its environmental impact. However, due to the limited scale and nature of its activities during the reviewed period, the Company's operations involve only a small number of employees and directors, and it operates from rented offices. Consequently, the Company's carbon emissions are minimal, and it is currently impractical to gather emissions data at this stage. In Hong Kong, the Company's energy consumption from operation was below 14,000 KWh in 2024.

 

Financial risk management

The Group's financial risk management objective is to minimise, as far as possible, the Group's exposure to each risk as detailed in Note 5 to the financial statements.

 

Governance

As a company with its shares traded on the transition category of the London Stock Exchange, the Group is not required to comply with the provisions of the Corporate Governance Code. Although the Company has not adopted the Corporate Governance Code, it intends to adopt the Quoted Companies' Alliance QCA Corporate Governance Code subsequent to publication of the Company's Final Results. To date, corporate governance procedures have been selected with due regard to the provision of the UK Corporate Governance Code in particular:

 

·       given the size of the Board, certain provisions of the Corporate Governance Code (in particular the provisions relating to the composition of the Board and the division of responsibilities between the Chairman and chief executive and executive compensation), are not being complied with by the Company as the Board considers these provisions to be inapplicable to the Company;

·       given the size of the Board, the board has not established an audit committee, a remuneration committee and a nomination committee comprising at least one non-executive director in each committee. The Board is taking the responsibilities to review audit and risk matters, as well as the Board's size, structure and composition and the scale and structure of the directors' fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements and take responsibility for any formal announcements on the Company's financial performance;

·       the Corporate Governance Code recommends the submission of all directors for re-election at annual intervals. None of the directors will be required to retire by rotation and be submitted for re-election; and

·       the Board has complied with the provision of the Corporate Governance Code that at least half of the Board, excluding the Chair, should comprise non-executive directors determined by the Board to be independent.

 

Auditors

The auditors, PKF Littlejohn LLP, have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.

 

Disclosure of Information to Auditors

So far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

 

By order of the board

 

 

Elena Suet Sum Law,

Chairwoman

30 April 2025

 

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable laws and regulations. The directors are required to prepare financial statements for the Group in accordance with International Financial Reporting Standards ("IFRSs").

The directors must not approve the financial statements unless they are satisfied that they give a true and fair view of affairs of the Group and of the profit or loss of the Group for that period. In preparing the 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 IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and

·              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 Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with applicable law. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.

 

Legislation in the Cayman Islands governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

Directors' Responsibility Statement Pursuant to Disclosure and Transparency Rules

Each of the directors, whose names and functions are listed on page 2, confirms that, to the best of their knowledge and belief:

 

·           the financial statements prepared in accordance with IFRSs, give a true and fair view of the assets, liabilities, financial position and loss of the Group and parent company; and

·           the Annual Report and financial statements, including the Business review, includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that they face.

 

 

By order of the board

 

 

Elena Suet Sum Law, Chairwoman

30 April 2025

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SEALAND CAPITAL GALAXY LIMITED

Opinion

We have audited the consolidated financial statements of Sealand Capital Galaxy Limited ('the Group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board.

In our opinion, the Group financial statements:

·      give a true and fair view of the state of the Group's affairs as at 31 December 2024 and of its loss for the year then ended; and

·      have been properly prepared in accordance with International Financial Reporting Standards (IFRSs).

 

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 Group 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Audit procedures on our evaluation of the directors' assessment of the group's ability to continue to adopt the going concern basis of accounting are included in the key audit matters section below.

 

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 Group's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our application of materiality

The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. The materiality applied to the Group financial statements was £45,000 (2023: £61,000) based on 3% (2023: 5%) of the net liabilities at the year end. The performance materiality was £27,000 (2023: £42,700), being 60% (2023: 70%) of overall materiality to ensure sufficient coverage for group reporting purposes. As the Group's main aim is to maintain its operation as a going concern, net liabilities of the Group were considered the most appropriate benchmarks to shareholders.

For each component in the scope of our Group audit, we allocated a performance materiality that is less than our overall Group performance materiality. The range of performance materiality allocated across components was between £13,500 and £18,900 (2022: between £2,574 and £29,890).

We agreed with those charged with governance that we would report all differences identified during the course of our audit in excess of £2,200 (2023: £3,050) as well as those that we believe warranted reporting on qualitative ground.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risks of material misstatement in the Group financial statements. In particular we looked at areas involving significant accounting estimates and judgements by the directors and considered future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

Of the 8 components of the Group, a full scope audit was performed on the complete financial information of 5 components, and the remaining components were subject to analytical review only because they were not significant to the Group.

Of the above 5 components of the Group, 4 are located in Hong Kong and audited by a component audit team operating under our instruction, and the audit of the remaining component was performed by us using a team with specific experience in auditing groups and publicly listed entities. The engagement partner interacted regularly with the component audit team during all stages of the audit and was responsible for the scope and direction of the audit process. This, in conjunction with additional procedures performed, gave us appropriate evidence for our opinion on the Group financial statements.

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
Going concern (note 4(n))
During the year ended 31 December 2024, the Group incurred a net loss of £350,224 and, as of that date, the Group had net current liabilities of £1,604,486. We identified the Group's ability to continue as a going concern as a key audit matter. This was due to concerns about recurring losses, availability of the continued support from an ex-director and the requirement for the additional cash resources for the next 12 months from the date of the approval of these financial statements. There are significant estimates and judgements involved in estimating the Group's future cash flows and in determining whether a material uncertainty existed. Management's assessment of the Group's ability to continue as a going concern, including their future plans of raising additional cash and planned mitigation actions, is disclosed in note 4(n) in the financial statements.	Our work in this area included:   ·      obtaining and reviewing the Group's forecast financial information, which covers a period of 12 months from when the financial statements are authorised for issue; ·      reviewing and challenging management's assumptions in modelling the forecast financial performance, cash flow requirements and source of cash flow, including consideration of future plans and ensuring that all commitments and criteria are reflected therein; ·      obtaining and reviewing the convertible loan note agreement; obtaining and checking to bank statements to confirm the injection of funds subsequent to the year end; ·      obtaining signed letters from ex-chairman and the present chairwoman on their undertakings of not to request of the amount due to him and her by the Group in the forthcoming 12 months from the issue of the financial statements; ·      checking the mathematical accuracy of the forecast model used to determine future financial performance, cash flow requirements and source of cash flow, and ·      assessing whether sufficient and appropriate disclosure was made in respect of going concern in the financial statements.   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 Group's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue, and the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Other information

The other information comprises the information included in the annual report, other than the Group financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the Group financial statements does not cover the other information and, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Group financial statements or our knowledge obtained in the course of 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 this gives rise to a material misstatement in the Group financial statements themselves. 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.

Responsibilities of directors

As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the Group 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 Group financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the Group financial statements, the directors are responsible for assessing the Group'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 Group 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 Group 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 Group 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:

 

·      We obtained an understanding of the Group and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the Group financial statements. We obtained our understanding in this regard through discussions with management, and application of our cumulative audit knowledge and experience of the sector.

·      We determined the principal laws and regulations relevant to the Group in this regard to be those arising from LSE Listing Rules, Disclosure Guidance and Transparency Rules, Cayman Islands laws and local regulations, including local Companies Ordinances, local tax laws and local employment laws applicable to the subsidiaries.

·      We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Group with those laws and regulations. These procedures included, but were not limited to: enquiries of management, review of board minutes and Regulatory News Service (RNS) announcements and review of legal and regulatory correspondence.

·      We also identified the risks of material misstatement of the Group financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the impairment assessment of trade and other receivables and inventories. We addressed this by challenging the assumptions and judgements made by management when evaluating any indicators of impairment, as well as reviewing the post year end information.

·      As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

·      We engaged with our component auditors to ensure they assessed whether there were any instances of non-compliance with laws and regulations at a local level and ensured they reported any such breached or concerns to us. None were noted at the component or Group level.

 

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 Group 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 Group 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 our engagement letter dated 19 February 2025. 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.

 

 

Wendy Liang (Engagement Partner)                                                                               15 Westferry Circus

For and on behalf of PKF Littlejohn LLP                                                                                 Canary Wharf

Registered Auditor                                                                                                             London E14 4HD

 

                                                                                                                                                                  

30 April 2025