Seismic Change Sustainability Limited

	Page
Statement of Financial Position	1—2
Notes to the Financial Statements	3—7

1. General Information

Seismic Change Sustainability Limited is a private company, limited by shares, incorporated in England & Wales, registered number 13106432 . The registered office is 71-75 Shelton Street, London, WC2H 9JQ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

Exemption From Preparing Consolidated Financial Statements

The has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements therefore present information about the as an individual entity and not about its group.

2.2. Significant judgements and estimations

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In preparing these financial statements the directors have made the following judgements:

- Determined whether there are indicators of impairment of the company's tangible fixed assets and investments in subsidiaries. Factors taken into consideration in reaching such a decision include the financial viability and expected future financial performance of the asset.

- Determined that the accounting policies in place in respect of turnover recognition and measurement are reasonable.

- Assessed the inter-company recharges between the company and its subsidiary entity.

2.3. Turnover

Turnover is recognised the the extent that is it probable the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of consideration received or receivable, excluding discounts, rebates, valued added tax and other sales taxes.

Turnover is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of the turnover can be reliably measured;

- it is probable that the company will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be reliably measured.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Fixtures & Fittings	Over 3 years on a straight line basis
Computer Equipment	Over 3 years on a straight line basis

Assets that are subject to depreciation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is an indication an asset is impaired the carrying value of the asset is tested for impairment.

An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less costs to sell and the value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separate identifiable cash flows.

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Seismic Change Sustainability Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.5. Financial Instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

2.6. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.7. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.8. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the income statement as they become payable in accordance with the rules of the scheme.

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Seismic Change Sustainability Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.9. Investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

2.10. Share based payments

The company issues equity-settled share options to certain employees as part of its remuneration strategy. The fair value of these equity-settled share options is determined at the grant date, using an appropriate pricing model, and is recognised as an expense over the vesting period.

The fair value is calculated by considering factors such as the exercise price, the expected life of the option, the current value of the underlying shares, expected volatility, the risk-free interest rate, and any other market conditions. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and employee behaviour.

The total expense is recognised on a straight-line basis over the vesting period, based on the company’s estimate of the number of options that are expected to vest. This estimate is revised at each reporting date to reflect the company’s current expectations regarding the fulfillment of non-market-based vesting conditions, such as service conditions.

Once the fair value is determined at the grant date, it is not subsequently remeasured for accounting purposes. Changes in the fair value of the underlying shares after the grant date do not affect the amount recognised as an expense in the profit and loss account.

2.11. Other operating income

Other operating income comprises management charges and service recharges to other group companies. These charges are recognised on an accruals basis and are intended to reflect the fair value of services provided. No margin is applied.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 37 (2023: 31)

4. Tangible Assets

	Plant & Machinery etc.
	£
Cost
As at 1 January 2024	42,421
Additions	3,145

As at 31 December 2024	45,566

Depreciation
As at 1 January 2024	15,127
Provided during the period	13,668

As at 31 December 2024	28,795

Net Book Value
As at 31 December 2024	16,771

As at 1 January 2024	27,294

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Seismic Change Sustainability Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

5. Investments

	Unlisted
	£
Cost or Valuation
As at 1 January 2024	1

As at 31 December 2024	1

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	1

As at 1 January 2024	1

The company's investments in the share capital of other companies relates solely to the following:

Seismic Change Sustainability SARL

Country of incorporation: Luxembourg

Registered office: 7, Grand-Rue L-6630 Wasserbillig, Grand Duchy of Luxembourg

Nature of business: B Corp, Net Zero and Sustainability consultancy

Ownership: 100% of the issued share capital

6. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	390,721	420,503
Other debtors	58,234	38,465

	448,955	458,968

7. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	28,987	50,465
Amounts owed to group undertakings	52,712	12,509
Other creditors	137,762	145,579
Taxation and social security	218,456	303,335

	437,917	511,888

8. Share Capital

The issued share capital of the company consists of the following:

20,500 A Ordinary shares of £0.0001 each, totalling £0.21

13,000 B Ordinary shares of £0.0001 each, totalling £0.13

60,500 C Ordinary shares of £0.0001 each, totalling £0.60

The A Ordinary, B Ordinary and C Ordinary shares of £0.00001 each rank pari passu in a respects but shall constitute separate classes of shares.

9. Related Party Transactions

The company has taken advantage of the exemption available under FRS 102 Section 1A.33 and has not disclosed transactions with wholly-owned subsidiaries.

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Seismic Change Sustainability Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

10. Controlling Party

The company's controlling party is P W Lewis by virtue of his shareholding in the company.

11. Share based payments

The company operates an equity-settled share option scheme for selected employees. Options are granted with a fixed exercise price and typically vest over a three-year period.

During the year, new options were granted and some existing options lapsed. The net charge recognised in the profit and loss account for the year in relation to share-based payments was £15,652 (2023: £7,653), with a corresponding credit to the share-based payment reserve.

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		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		16,771		27,294
Investments	5		1		1

			16,772		27,295
CURRENT ASSETS
Debtors	6	448,955		458,968
Cash at bank and in hand		820,354		672,855

		1,269,309		1,131,823
Creditors: Amounts Falling Due Within One Year	7	(437,917 )		(511,888 )

NET CURRENT ASSETS (LIABILITIES)			831,392		619,935

TOTAL ASSETS LESS CURRENT LIABILITIES			848,164		647,230

NET ASSETS			848,164		647,230

CAPITAL AND RESERVES
Called up share capital	8		1		1
Share based payment reserve			23,305		7,653
Income Statement			824,858		639,576

SHAREHOLDERS' FUNDS			848,164		647,230