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Registration number: 08545997

Seed Newco Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 30 June 2024

 

Seed Newco Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Consolidated Profit and Loss Account

8

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Statement of Changes in Equity

13

Consolidated Statement of Cash Flows

14

Notes to the Financial Statements

15 to 30

 

Seed Newco Limited

Company Information

Directors

E J T Brett

M K Hughes

S Rashid

K J Terry

Registered office

The Coach House
Grenville Court
Britwell Road
Burnham
Slough
SL1 8DF

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Seed Newco Limited

Strategic Report for the Year Ended 30 June 2024

The directors present their strategic report for the year ended 30 June 2024.

Principal activity

The principal activity of the group is the provision of the wholesale of uro-oncology products.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show turnover of £16,410,067 (2023 - £16,514,446) and an operating profit of £3,166,037 (2023 - £5,148,879). At 30 June 2024, the group had net assets of £9,520,855 (2023 - £7,523,931). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to ongoing compliance with current and future legislation affecting the sector in which its subsidiary undertakings operate.

Approved by the Board on 26 February 2025 and signed on its behalf by:


M K Hughes
Director

 

Seed Newco Limited

Directors' Report for the Year Ended 30 June 2024

The directors present their report and the for the year ended 30 June 2024.

Directors of the company

The directors who held office during the year were as follows:

E J T Brett

M K Hughes

S Rashid

K J Terry

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Small companies provision statement

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Approved by the Board on 26 February 2025 and signed on its behalf by:


M K Hughes
Director

 

Seed Newco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards 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 and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Seed Newco Limited

Independent Auditor's Report to the Members of Seed Newco Limited

Opinion

We have audited the financial statements of Seed Newco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 June 2024 and of the group's profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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, 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.

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 original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

Seed Newco Limited

Independent Auditor's Report to the Members of Seed Newco Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

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 considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

Seed Newco Limited

Independent Auditor's Report to the Members of Seed Newco Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.





Martin Howard (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

26 February 2025

 

Seed Newco Limited

Consolidated Profit and Loss Account for the Year Ended 30 June 2024

Notes

2024
 £

2023
 £

Turnover

3

16,410,067

16,514,446

Cost of sales

 

(8,296,406)

(7,996,647)

Gross profit

 

8,113,661

8,517,799

Administrative expenses

 

(4,173,627)

(3,348,766)

Exceptional costs

5

(773,997)

(20,154)

Operating profit

4

3,166,037

5,148,879

Share of losses in joint venture

 

(154,941)

(116,813)

Other interest receivable and similar income

6

87,837

48,868

Interest payable and similar charges

7

(45,331)

(1,580,537)

Profit before tax

 

3,053,602

3,500,397

Taxation

11

(1,248,173)

(1,154,954)

Profit for the financial year

 

1,805,429

2,345,443

Profit/(loss) attributable to:

 

Owners of the company

 

1,873,366

2,345,443

Minority interests

 

(67,937)

-

 

1,805,429

2,345,443

The above results were derived from continuing operations.

 

Seed Newco Limited

Consolidated Statement of Comprehensive Income for the Year Ended 30 June 2024

2024
£

2023
£

Profit for the year

1,805,429

2,345,443

Deferred tax on revaluation of software licenses

24,471

19,430

Foreign currency translation gains/(losses)

2,607

(47,725)

27,078

(28,295)

Total comprehensive income for the year

1,832,507

2,317,148

Total comprehensive income attributable to:

Owners of the company

1,900,444

2,317,148

Minority interests

(67,937)

-

1,832,507

2,317,148

 

Seed Newco Limited

(Registration number: 08545997)
Consolidated Balance Sheet as at 30 June 2024

Notes

2024
 £

2023
 £

Fixed assets

 

Intangible assets

12

1,150,474

1,284,660

Tangible assets

13

354,305

390,801

Investments

14

-

311,187

 

1,504,779

1,986,648

Current assets

 

Stocks

16

1,887,446

1,309,968

Debtors: Amounts falling due within one year

17

3,029,917

2,471,669

Debtors: Amounts falling due after more than one year

17

37,500

37,500

Cash at bank and in hand

 

6,669,028

7,525,075

 

11,623,891

11,344,212

Creditors: Amounts falling due within one year

18

(3,491,382)

(2,999,732)

Net current assets

 

8,132,509

8,344,480

Total assets less current liabilities

 

9,637,288

10,331,128

Creditors: Amounts falling due after more that one year

18

-

2,807,197

Provisions for liabilities

11

116,433

-

 

116,433

2,807,197

Capital and reserves

 

Called up share capital

21

32,700

32,700

Share premium reserve

514,522

514,522

Revaluation reserve

343,759

536,838

Profit and loss account

8,479,594

6,439,871

Equity attributable to owners of the company

 

9,370,575

7,523,931

Minority interests

 

150,280

-

Total equity

 

9,520,855

7,523,931

Total capital, reserves and long-term liabilities

 

9,637,288

10,331,128

Approved and authorised by the Board on 26 February 2025 and signed on its behalf by:
 

M K Hughes
Director

 

Seed Newco Limited

(Registration number: 08545997)
Balance Sheet as at 30 June 2024

Notes

2024
 £

2023
 £

Fixed assets

 

Investments

14

655,130

655,130

Current assets

 

Debtors

17

1,005,178

-

Creditors: Amounts falling due within one year

18

(1,077,853)

(82,449)

Net current liabilities

 

(72,675)

(82,449)

Net assets

 

582,455

572,681

Capital and reserves

 

Called up share capital

21

32,700

32,700

Share premium reserve

514,522

514,522

Profit and loss account

35,233

25,459

Total equity

 

582,455

572,681

The company made a profit after tax for the financial year of £9,774 (2023 - loss of £1,875).

Approved and authorised by the Board on 26 February 2025 and signed on its behalf by:
 

M K Hughes
Director

 

Seed Newco Limited

Consolidated Statement of Changes in Equity for the Year Ended 30 June 2024
Equity attributable to the parent company

Share capital
£

Share premium
£

Revaluation reserve
£

Profit and loss account
£

Total
£

Non- controlling interests
£

Total equity
£

At 1 July 2023

32,700

514,522

536,838

6,439,871

7,523,931

-

7,523,931

Profit/(loss) for the year

-

-

-

1,873,366

1,873,366

(67,937)

1,805,429

Other comprehensive income

-

-

24,471

2,607

27,078

-

27,078

Total comprehensive income

-

-

24,471

1,875,973

1,900,444

(67,937)

1,832,507

Transfers

-

-

(217,550)

217,550

-

-

-

Increase in ownership interests in subsidiaries

-

-

-

(53,800)

(53,800)

53,800

-

Acquisition of subsidiaries, increase/decrease in equity

-

-

-

-

-

164,417

164,417

At 30 June 2024

32,700

514,522

343,759

8,479,594

9,370,575

150,280

9,520,855

Share capital
£

Share premium
£

Revaluation reserve
£

Profit and loss account
£

Total
£

Non- controlling interests
£

Total equity
£

At 1 July 2022

32,700

514,522

625,055

4,034,506

5,206,783

-

5,206,783

Profit for the year

-

-

-

2,345,443

2,345,443

-

2,345,443

Other comprehensive income

-

-

19,430

(47,725)

(28,295)

-

(28,295)

Total comprehensive income

-

-

19,430

2,297,718

2,317,148

-

2,317,148

Transfers

-

-

(107,647)

107,647

-

-

-

At 30 June 2023

32,700

514,522

536,838

6,439,871

7,523,931

-

7,523,931

 

Seed Newco Limited

Statement of Changes in Equity for the Year Ended 30 June 2024

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 July 2023

32,700

514,522

25,459

572,681

Profit for the year

-

-

9,774

9,774

At 30 June 2024

32,700

514,522

35,233

582,455

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 July 2022

32,700

514,522

27,334

574,556

Loss for the year

-

-

(1,875)

(1,875)

At 30 June 2023

32,700

514,522

25,459

572,681

 

Seed Newco Limited

Consolidated Statement of Cash Flows for the Year Ended 30 June 2024

2024
 £

2023
 £

Cash flows from operating activities

Profit for the year

1,805,429

2,345,443

Adjustments to cash flows from non-cash items

Depreciation and amortisation

457,190

193,560

Loss on disposal of intangible assets

188,324

-

Finance income

(87,837)

(48,868)

Finance costs

45,331

1,580,537

Share of loss in joint venture

154,941

116,813

Income tax expense

1,248,173

1,154,954

Foreign exchange gains/losses

(196,874)

59,067

3,614,677

5,401,506

Working capital adjustments

Increase in stocks

(577,478)

(1,241,803)

Decrease in trade debtors

215,001

334,176

Increase in trade creditors

462,658

87,778

Cash generated from operations

3,714,858

4,581,657

Income taxes paid

(668,690)

(1,599,258)

Net cash flow from operating activities

3,046,168

2,982,399

Cash flows from investing activities

Interest received

87,837

48,868

Acquisitions of tangible assets

(72,826)

(374,629)

Acquisition of intangible assets

-

(229,422)

Proceeds from sale of intangible assets

31,065

-

Acquisition of investments in joint ventures and associates

24,343

-

Investment in joint ventures and associates

-

(428,000)

Net cash flows from investing activities

70,419

(983,183)

Cash flows from financing activities

Interest paid

(165,437)

(1,580,537)

Repayment of other borrowing

(2,807,197)

(2,952,302)

Advances to directors

(1,000,000)

-

Net cash flows from financing activities

(3,972,634)

(4,532,839)

Net decrease in cash and cash equivalents

(856,047)

(2,533,623)

Cash and cash equivalents at 1 July

7,525,075

10,058,698

Cash and cash equivalents at 30 June

6,669,028

7,525,075

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
The Coach House
Grenville Court
Britwell Road
Burnham
Slough
SL1 8DF

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2024.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. A joint venture is an entity where control is jointly shared by the company and another outside third party in order to achieve a shared common purpose.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group. Only the portion of the joint ventures profits or losses relating to the company's share in the entity are recognised in the Profit and Loss as a single line item from the effective date of acquisition or up to the effective date of disposal, as appropriate.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

The equity method of accounting is used to account for investments in joint ventures by the group. the transaction is initially recognised at its transaction price and subsequently adjusted to reflect the group's share of of profit or loss, other comprehensive income and equity of the joint venture.

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

2

Accounting policies (continued)

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

Costs included within capitalised development costs include customer training costs incurred in order to ensure that there is a sufficient customer base in order to ensure that future economic benefit will be received. Once this point, in the opinion of the directors has been met, all subsequent customer training costs incurred are expensed as a cost of sale. In addition, costs included in development costs are those costs incurred in respect of the development of new products where it is the opinion of the directors that the company has moved beyond the research phase and into product development and that the necessary recognition criteria for the capitalisation of development costs have been met.

At 1 January 2020, software licenses were revalued to align their value with the fair value of the software licenses on an open market. In line with FRS 102, a company is entitled to revalue an intangible asset if there is an active market among other criteria. In the opinion of the directors, an active market exists on the basis that in order to make use of Variseed software, which is required in order to provide brachytherapy, a valid license is required. It is on this basis that the directors have revalued software licenses in order to bring these licenses in line with the fair market value. The fair market value of the software licenses was obtained by the directors directly from a vendor quote.

These financial statements do not contain any other significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

2

Accounting policies (continued)

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Plant and machinery

33% straight line

Office equipment

20% straight line

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Development costs include all costs incurred in the development of bespoke products until such time that the product is available for commercial sale. Thereafter, training costs associated with the upskilling of customers in order to use the product as part of their service offering are initially capitalised until such time as the client base able to utilise the product is sufficient to provide future economic benefit. Costs associated with research are expensed in the period in which they are incurred.

Software licenses include all costs incurred in bringing the licenses into a position in which they can be used by the company to generate economic returns for the company. In addition, software licenses are revalued from time to time in order to align their value to the fair market value of similar licenses available on an active open market.

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

2

Accounting policies (continued)

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

5% straight line

Development costs

20% straight line

Software licenses

10% straight line

Computer software

20% straight line

Intellectual property

N/A

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the average cost (AVCO) method.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

2

Accounting policies (continued)

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

2

Accounting policies (continued)

Financial instruments (continued)

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

3

Revenue

The analysis of the group's turnover for the year by market is as follows:

2024
£

2023
£

UK

12,528,004

12,235,231

Rest of Europe

826,336

798,749

Rest of World

3,055,727

3,480,466

16,410,067

16,514,446

The group's turnover is derived from its principal business activity.

 

4

Operating profit

Arrived at after charging/(crediting):

2024
 £

2023
 £

Depreciation expense

106,122

63,677

Amortisation expense

126,535

129,883

Impairment of development costs

224,533

-

Foreign exchange (gains)/losses

(196,874)

59,067

Operating lease expense - property

81,759

94,801

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

5

Exceptional items

2024
 £

2023
 £

Exceptional expenses

773,997

20,154

Exceptional items in the current year related to an impairment of development costs and one off project expenses. Exceptional items in the prior year related to non-recurring legal and consultancy expenses.

 

6

Other interest receivable and similar income

2024
£

2023
£

Interest income on bank deposits

87,837

48,868

 

7

Interest payable and similar expenses

2024
£

2023
£

Interest on bank overdrafts and borrowings

124

-

Interest expense on other finance liabilities

45,207

1,580,537

45,331

1,580,537

 

8

Staff costs

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
 No.

2023
 No.

Average number of employees

23

20


Company
The company incurred no staff costs and had no employees other than the directors.

 

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

287,934

194,137

Contributions paid to money purchase schemes

12,049

10,862

299,983

204,999

In respect of the highest paid director:

2024
£

2023
£

Remuneration

190,191

173,296

Company contributions to money purchase pension schemes

8,674

8,262

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

10

Auditors' remuneration

2024
£

2023
£

Audit of these financial statements

13,000

13,400

Other fees to auditors

All other non-audit services

12,450

8,850

 

11

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

Corporation tax

754,825

1,147,013

Corporation tax adjustment to prior periods

(7,141)

7,174

747,684

1,154,187

Deferred taxation

Arising from origination and reversal of timing differences

500,489

767

Tax expense in the income statement

1,248,173

1,154,954

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 20.5%).

The differences are reconciled below:

2024
£

2023
£

Profit before tax

3,053,602

3,500,397

Corporation tax at standard rate

763,401

717,581

Increase in UK and foreign current tax from adjustment for prior periods

7,141

7,174

Tax increase/(decrease) from effect of capital allowances and depreciation

19,140

(1,961)

Effect of expense not deductible in determining taxable profit (tax loss)

14,381

286,697

Effect of foreign tax rates

(12,293)

41,902

Increase in UK and foreign current tax from unrecognised tax loss or credit

456,403

103,561

Total tax charge

1,248,173

1,154,954

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

11

Taxation (continued)

Deferred tax

Group

Deferred tax assets and liabilities

2024

Liability
£

Differences between accumulated depreciation and amortisation and capital allowances

2,652

Revaluation of software licenses

114,586

Tax losses carried forward

(805)

116,433

2023

Asset
£

Differences between accumulated depreciation and amortisation and capital allowances

(31,899)

Revaluation of software licenses

(136,843)

Tax losses carried forward

65,141

Other timing differences

456,874

353,273

From 1 April 2023, the UK corporation tax rate increased from 19% to 25%.

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

12

Intangible assets

Group

Goodwill
 £

Software licences
 £

Intellectual property
 £

Internally generated development costs
 £

Computer software
 £

Total
£

Cost or valuation

At 1 July 2023

519,893

1,078,261

-

400,760

62,207

2,061,121

Additions

8,271

-

-

-

-

8,271

Acquired through business combinations

-

-

428,000

-

-

428,000

Disposals

-

(243,478)

-

(29,278)

(31,065)

(303,821)

At 30 June 2024

528,164

834,783

428,000

371,482

31,142

2,193,571

Amortisation

At 1 July 2023

233,435

377,392

-

146,949

18,685

776,461

Amortisation charge

36,828

83,478

-

-

6,229

126,535

Amortisation eliminated on disposals

-

(84,432)

-

-

-

(84,432)

Impairment

-

-

-

224,533

-

224,533

At 30 June 2024

270,263

376,438

-

371,482

24,914

1,043,097

Carrying amount

At 30 June 2024

257,901

458,345

428,000

-

6,228

1,150,474

At 30 June 2023

286,458

700,869

-

253,811

43,522

1,284,660

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

13

Tangible assets

Group

Furniture, fittings and equipment
 £

Cost

At 1 July 2023

857,645

Additions

72,826

Disposals

(3,200)

At 30 June 2024

927,271

Depreciation

At 1 July 2023

466,844

Charge for the year

106,122

At 30 June 2024

572,966

Carrying amount

At 30 June 2024

354,305

At 30 June 2023

390,801

 

14

Investments

Group

During the prior year, the Group held investments of £311,187 relating to a joint venture of BXTA Nanotherapy Ltd. During the year the group gained control of BXTA Nanotherapy Ltd resulting in Group investments at 30 June 2024 being £nil.

Company

2024
£

2023
£

Investments in subsidiaries

655,130

655,130

Subsidiaries

£

Cost and carrying amount

At 1 July 2023 and at 30 June 2024

655,130

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

14

Investments (continued)

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

Seed Bidco Limited

Ordinary

100%

100%

 

England and Wales

     

BXTAccelyon Limited*

Ordinary

100%

100%

 

England and Wales

     

BXTAccelyon NZ Limited*

Ordinary

100%

100%

 

New Zealand

     

BXTAccelyon Australia Pty Limited*

Ordinary

100%

100%

 

Australia

     

BXTAccelyon NL BV*

Ordinary

100%

100%

 

Netherlands

     

BXTAccelyon France SARL*

Ordinary

100%

100%

 

France

     

BXTAccelyon Iberia S.L.*

Ordinary

100%

0%

 

Spain

     

BXTA Nanotherapy Ltd*

Ordinary

59%

50%

 

England and Wales

     

Subsidiary undertakings

Seed Bidco Limited

The principal activity of Seed Bidco Limited is that of a holding company.

BXTAccelyon Limited*

The principal activity of BXTAccelyon Limited* is the supply of devices for the diagnosis and treatment of prostate cancer.

BXTAccelyon NZ Limited*

The principal activity of BXTAccelyon NZ Limited* is the supply of devices for the diagnosis and treatment of prostate cancer.

BXTAccelyon Australia Pty Limited*

The principal activity of BXTAccelyon Australia Pty Limited* is the supply of devices for the diagnosis and treatment of prostate cancer.

BXTAccelyon NL BV*

The principal activity of BXTAccelyon NL BV* is the supply of devices for the diagnosis and treatment of prostate cancer.

BXTAccelyon France SARL*

The principal activity of BXTAccelyon France SARL* is the supply of devices for the diagnosis and treatment of prostate cancer.

BXTAccelyon Iberia S.L.*

The principal activity of BXTAccelyon Iberia S.L.* is the supply of devices for the diagnosis and treatment of prostate cancer.

BXTA Nanotherapy Ltd*

The principal activity of BXTA Nanotherapy Ltd* is is the research and development of new treatments and diagnostic devices of prostate cancer.

*owned indirectly

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

15

Business combinations

On 25 March 2024, BXTAccelyon Limited increased its proportion from 50% to 51% of the issued share capital of BXTA Nanotherapy Ltd , obtaining control. BXTAccelyon Limited further increased its proportion to 59% of the issued share capital of BXTA Nanotherapy Ltd by 30 June 2024.

BXTA Nanotherapy Ltd contributed £- revenue and £(29,821) to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2024
£

Assets and liabilities acquired

Financial assets

298,662

Identifiable intangible assets

219,564

Financial liabilities

(345,031)

Total identifiable assets

173,195

Goodwill

8,270

Total consideration

181,465

Satisfied by:

Cash

453,219

Settlement of pre-existing balance

(271,754)

Total consideration transferred

181,465

Cash flow analysis:

Cash consideration

453,219

Less: cash and cash equivalent balances acquired

(477,562)

Net cash outflow arising on acquisition

(24,343)

 

16

Stocks

   

Group

Company

2024
£

2023
£

2024
£

2023
£

Finished goods

 

1,887,446

1,309,968

-

-

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

17

Debtors

   

Group

Company

Note

2024
 £

2023
 £

2024
 £

2023
 £

Trade debtors

 

1,856,198

1,927,343

-

-

Other debtors

 

1,057,002

125,719

1,005,178

-

Prepayments

 

154,217

102,834

-

-

Deferred tax assets

11

-

353,273

-

-

   

3,067,417

2,509,169

1,005,178

-

Less non-current portion

 

(37,500)

(37,500)

-

-

Total current trade and other debtors

 

3,029,917

2,471,669

1,005,178

-

Group

£37,500 (2023 - £37,500) of other debtors is classified as non-current.

 

18

Creditors

   

Group

Company

Note

2024
 £

2023
 £

2024
 £

2023
 £

Due within one year

 

Loans and borrowings

19

-

2,962

-

-

Trade creditors

 

1,640,990

1,479,405

-

-

Amounts due to group undertakings

23

-

-

1,071,353

80,409

Social security and other taxes

 

473,513

356,159

-

-

Outstanding defined contribution pension costs

 

16,725

12,564

-

-

Other creditors

 

286,322

288,717

-

-

Accrued expenses

 

817,057

712,927

6,500

2,040

Corporation tax liability

 

256,775

146,998

-

-

 

3,491,382

2,999,732

1,077,853

82,449

Due after one year

 

Loans and borrowings

19

-

2,807,197

-

-

 

19

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Other borrowings

-

2,807,197

-

-

Other borrowings relate to loan notes owed to the ultimate controlling party that were repaid in full on 7 July 2023.

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

20

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £82,704 (2023 - £69,224).

Contributions totalling £16,725 (2023 - £12,564) were payable to the scheme at the end of the year and are included in creditors.

 

21

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary A shares of £0.01 each

165,000

1,650

165,000

1,650

Ordinary B shares of £0.01 each

37,500

375

37,500

375

Ordinary C shares of £0.01 each

67,500

675

67,500

675

Ordinary E shares of £1 each

30,000

30,000

30,000

30,000

 

300,000

32,700

300,000

32,700

Rights, preferences and restrictions

Each class of shares rank pari passu, except as detailed in the company's Articles of Association.

 

22

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

38,258

38,258

Later than one year and not later than five years

38,258

76,516

76,516

114,774

 

Seed Newco Limited

Notes to the Financial Statements for the Year Ended 30 June 2024

 

23

Related party transactions

Group

Summary of transactions with key management

Key management personnel are considered to be the directors of the group and key management personnel compensation is disclosed in note 9 to the financial statements.
 
During the year, an advance of £600,000 and £400,000 was made to two separate directors. The loans are repayable on demand and attract interest at 2.25%.

The Group was charged £30,000 (2023 - £30,000) in the year as a monitoring fee by Elysian Capital LLP. The amount outstanding at 30 June 2024 was £30,000 (2023 - £27,500). The Group and Elysian Capital LLP are related parties due to the existence of common membership/directorships and because the private equity fund Elysian Capital I LP, which is managed by Elysian Capital LLP, owns a controlling interest in Seed Newco Limited.

 

24

Analysis of changes in net debt

Group

At 1 July 2023
£

Interest and debt costs paid
£

Net Cash flows (excluding transactions listed in this note)
£

At 30 June 2024
£

Cash and cash equivalents

Cash

7,525,075

(2,807,197)

1,951,150

6,669,028

Borrowings

Other borrowings

(2,807,197)

2,807,197

-

-

 

4,717,878

-

1,951,150

6,669,028

 

25

Parent and ultimate controlling party

The ultimate controlling party is Elysian Capital I LP on the basis that it holds a controlling interest in the voting rights of the share capital in Seed Newco Limited.

The smallest and largest Group in which the results of the Company are consolidated is that headed by itself.