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Registration number: 09516097

Seebeck 123 Limited
Annual Report and Consolidated Financial Statements
for the Year Ended 31 August 2025

Seebeck 123 Limited

Contents

Company Information | 1
Strategic Report | 2 to 4
Directors' Report | 5 to 6
Statement of Directors' Responsibilities | 7
Independent Auditor's Report | 8 to 10
Consolidated Profit and Loss Account | 11
Consolidated Balance Sheet | 12
Balance Sheet | 13
Consolidated Statement of Changes in Equity | 14
Statement of Changes in Equity | 15
Consolidated Statement of Cash Flows | 16
Notes to the Financial Statements | 17 to 30

Seebeck 123 Limited

Company Information

Directors | K K Sandhu N S Sidhu-Brar

Registered office | Boughton House Broomhill Holdenby Road Spratton Northampton United Kingdom NN6 8LD

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Seebeck 123 Limited

Strategic Report for the Year Ended 31 August 2025

The directors present their strategic report for the year ended 31 August 2025.

Principal activity

The principal activity of the group is that of owning and operating nursing homes facilities in support of mental health services.

Fair review of the business

The results for the year, which are set out in the profit and loss account, show turnover of £19,147,415 (2024 - £18,461,696) and an operating profit of £2,243,089 (2024 - £1,204,646). At 31 August 2025, the group had net assets of £11,643,434 (2024 - £11,300,816). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

The directors monitor progress on the overall strategy and the individual elements by reference to the following key performance indicators:

Financial KPIs | Unit | 2025 | 2024
Turnover for the year | £ | 19,147,415 | 18,461,696
Operating profit for the year | £ | 2,243,089 | 1,204,646
Bed occupancy rate for the year | % | 95 | 94

Principal risks and uncertainties

A substantial proportion of the Group's revenue derives from public funded bodies such as Local Authorities, ICB's (Integrated Care Boards, formerly Clinical Commissioning Group) and other NHS (National Health Service) Trusts, although it should be noted that the Group is a specialist provider of nursing and hospital services. The directors are aware that pressure on fees and volume of placements could cause such publicly funded bodies to allocate less money to the types of services provided by the Group. Also, in common with the majority of government-funded service providers, most of the Group's price changes take effect annually on 1 April and are open to negotiation with the respective funder – such negotiations taken into account cost inflation as well as regulatory increases (eg NMW). Such changes could have material impact on the Group's revenue. These factors are to a great extent, beyond the control of the Group although it manages its risk by spreading its customer base and maintaining good relationships with the commissioners.
All of the Group's services are subject to a high level of regulation by various regulatory bodies. New regulations may be introduced that could impose increased costs on the Group's operations. The Group is unable to predict the content of new legislation and regulations and their effect on its business.
Inspections are carried out by regulators on both an announced and unannounced basis. The failure to comply with Government Regulations, the receipt of a negative report that leads to a finding of non-compliance, or the failure of the Group to cure any defect noted in an inspection, could result in the revocation of the Group's registration. The Group conducts regular internal audits of safety and compliance with regulatory requirements.
The Group’s main financial composition of cash, trade debtors and trade creditors as well as its long term debt are well managed. These financial instruments provide the Group with the necessary funding to undertake its activities. Their risks are managed through robust policies and procedures as well as key performance indicators that are monitored monthly. In the current environment, strong cost control and strategies to deal with price risks are mitigated to manage some of the impact. As a specialist niche provider, the directors believe that the Group’s position is stable and that the demand for their care pathways will not diminish. However, the directors are in constant communication with the Group’s stakeholders to ensure that actions are taken in pre-emption of any possible unwillingness by funders to adjust fees in line with inflation.
The majority of the Group's long term debt is in relation to fixed term loans with High Street lenders with pre-agreed terms and specified loan interest margins. The Group monitors interest rate movements and would review its gearing levels should rates rise significantly.

Seebeck 123 Limited

Strategic Report for the Year Ended 31 August 2025

Section 172(1) statement

The directors always considers that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, having regard to the stakeholders and matters set out in s172(1) (a) - (f) of the Companies Act 2006, in the decisions taken during the year ended 31 August 2025.
The Group’s strategy, was formally adopted by the board and presented to the whole organisation. It is designed to have a long term beneficial impact on the group and to contribute to its success in delivering a high quality of service across all of the business divisions.
The Group believes that the embedding of the values with the purpose as its foundation, the culture of St Matthews will reflect honesty and openness where speaking up is supported and development is through learning.
Our employees remain fundamental to the delivery of this strategy. We aim to be a responsible employer in our approach to the pay and benefits that our employees receive. The health, safety and well-being of our team members is one of our primary considerations in the way we conduct our business. To this end we have continued with the introduction of new benefits that reinforce our core values. The Group has continued with its Fairness Campaign by further market testing the pay bands and ensuring that they remain relevant. Furthermore, the Group is looking to introduce Wagestream to its workforce to support financial well-being. Further steps will be researched to enhance the offering to the workforce and embed the value of People First.
Engagement with our stakeholders continues to be the Group’s focus. We meet with our major partners regularly throughout the year and take the appropriate action, when necessary, to prevent involvement in modern slavery, corruption, bribery and breaches of competition law.
Our strategy considers the impact of the Group’s operations on the community, the environment and our wider social responsibilities; in particular how we comply with environmental legislation and pursue waste saving opportunities and react promptly to local concerns. More recently, the Group has sought to formalise its Social Values protocol this embedding a baseline of indicators and provide a transparent reporting structure.
The directors' intention is to behave in a responsible manner, operating within the high standards of business conduct and good governance expected for a Group such as ours and in doing so, the directors believe it will contribute to the delivery of the strategy. The intention is to nurture our reputation, through both the construction and delivery of our plan, that reflects our values, beliefs and culture.

Seebeck 123 Limited

Strategic Report for the Year Ended 31 August 2025

Carbon energy reporting

The group has used the year to 31 August 2025, (with year ending 31 August 2024 as its benchmark year) to calculate the emission of the following tonnes of CO2e, in undertaking its business activities.
Energy consumption:

|  |  |  |  | As restated
|  |  | FY25 |  | FY24
|  |  | KWh |  | KWh
Electricity |  |  | 747,030 |  | 818,000
Gas |  |  | 1,898,423 |  | 1,841,507
Aggregate of energy consumption in the year |  |  | 2,645,453 |  | 2,659,508

Emission of CO2 equivalent

|  |  |  |  | As restated
|  |  | FY25 |  | FY24
Scope 1 - Gas |  |  | 347 |  | 336
Scope 2 - Electricity |  |  | 144 |  | 158
Aggregate of energy consumption in the year |  |  | 491 |  | 494

Intensity ratio (per bed)

|  |  |  |  | As restated
|  |  | FY25 |  | FY24
Kg Co2 per bed (capacity) |  |  | 2,505 |  | 2,522
Kg Co2 per bed (occupied) |  |  | 2,640 |  | 2,672

Quantification and reporting methodology
The consumption has been collected from the energy bills from our suppliers. The emissions have been calculated from KWh using the conversion factors published by BEIS in June 2022.
Intensity measurement
In selecting the intensity factor that would give the best indication of our energy efficiency overall it was noted that the majority of our emissions are from gas and electricity (being 28% electricity and 72% gas). To normalise the emissions from each unit, it was decided to use a simple measurement of beds in total across the group. Two indicators have been used to determine efficiency, (i) capacity beds (ie total number in each unit) and (ii) occupied beds (ie average number of service users throughout the year) to provide an indication of impact of occupancy on the intensity of usage and efficiency.

Approved by the Board on 2 June 2026 and signed on its behalf by:

N S Sidhu-Brar
Director

Seebeck 123 Limited

Directors' Report for the Year Ended 31 August 2025

The directors present their report and the for the year ended 31 August 2025.

Directors of the company

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

K K Sandhu

N S Sidhu-Brar

Employment of disabled persons

The group gives full and fair consideration to applications for employment made by disabled persons, having regard to their particular aptitudes and abilities.
The directors endeavour to ensure that as far as possible the training, career development and promotion of disabled persons is the same as for other employees. Should employees become disabled, every effort is made to ensure that their employment continues and appropriate retraining is received.

Engagement with suppliers, customers and other relationships

The group strives to provide a high quality service to both our service users and funders. This is delivered through the comprehensive and extensive quality management systems that support all aspects of the group's delivery. The recruitment, retention and training processes are designed to ensure our staff are equipped to provide the highest quality of service to support the needs of our service users. The group consults regularly with its customers through surveys as well as receiving feedback directly from communications with our employees.
Our suppliers are fundamental to our ability to deliver safe and quality care. The group aims to develop open and honest communication with its key suppliers to ensure the relationships are mutually beneficial and support the needs of our service users.

Employee involvement

The group communicates to employees in the following ways:
• Quarterly newsletter
• Annual update session for all staff that gives updates about the Company in general (including finances)
• A monthly learning alert which details any incidents that other staff should learn from
• A monthly training newsletter detailing when training is being held
• An annual satisfaction survey for staff to feed into
• The latest CQC report is kept in reception for employees to review
• A comments/suggestion/employee award box is in each unit for staff to feed into
• A quarterly carer forum for patients/family/managers – minutes are sent to all units
• A bi-monthly ‘reg-17’ visit where a member of the senior leadership team walks around each unit – a report is given to units

Future developments

The directors intend for the Group to continue its strategy of organic growth. During 2026, the directors are keen to consolidate the progress made in 2025 and create a robust foundation for future growth.
On 1 April 2026, the Group divested of its operational subsidiaries, being, St Matthews (Broad Lane) Ltd, St Matthews (Dunsmore) Ltd and St Matthews (Moreton Centre) Ltd to CGEN Care 1 Ltd.

Financial instruments

Objectives and policies

The group has various financial assets and liabilities such as trade receivables and trade payables arising directly from its operations. In addition the group has other financial instruments including loans and overdrafts.

Seebeck 123 Limited

Directors' Report for the Year Ended 31 August 2025

Price risk, credit risk, liquidity risk and cash flow risk

i) Liquidity risk
The group manages its cash and borrowing requirements to optimise interest income and minimise expense, whilst ensuring that the group has sufficient liquid resources to meet the operating needs of its business.
ii) Interest rate risk
The Group is exposed to interest rate risk on various credit facilities.
iii) Credit risk
Receivable balances are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

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.

Re-appointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 2 June 2026 and signed on its behalf by:

N S Sidhu-Brar
Director

Seebeck 123 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 group and company and of the profit or loss of the group 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.

Seebeck 123 Limited

Independent Auditor's Report to the Members of Seebeck 123 Limited

Opinion

We have audited the financial statements of Seebeck 123 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 August 2025, which comprise the Consolidated Profit and Loss Account, 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 31 August 2025 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.

Seebeck 123 Limited

Independent Auditor's Report to the Members of Seebeck 123 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 7, 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.

Seebeck 123 Limited

Independent Auditor's Report to the Members of Seebeck 123 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.

Stephanie Hayman (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

2 June 2026

Seebeck 123 Limited

Consolidated Profit and Loss Account for the Year Ended 31 August 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 19,147,415 | 18,461,696
Cost of sales |  | (13,380,513) | (13,549,951)
Gross profit |  | 5,766,902 | 4,911,745
Administrative expenses |  | (3,523,813) | (3,707,099)
Operating profit | 4 | 2,243,089 | 1,204,646
Interest payable and similar expenses | 5 | (1,573,884) | (1,643,201)
Profit/(loss) before tax |  | 669,205 | (438,555)
Tax on profit/(loss) | 9 | (326,587) | 370,194
Profit/(loss) for the financial year |  | 342,618 | (68,361)

The above results were derived from continuing operations.
The group has no other comprehensive income for the year.

Seebeck 123 Limited

(Registration number: 09516097)
Consolidated Balance Sheet as at 31 August 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 10 | 7,935,094 | 9,291,521
Tangible assets | 11 | 21,308,441 | 21,851,014
|  | 29,243,535 | 31,142,535
Current assets |  |  |
Stocks | 13 | 487,543 | 487,543
Debtors | 14 | 9,892,339 | 7,761,572
Cash at bank and in hand |  | 63,675 | 27,661
|  | 10,443,557 | 8,276,776
Creditors: Amounts falling due within one year | 15 | (25,863,410) | (26,218,084)
Net current liabilities |  | (15,419,853) | (17,941,308)
Total assets less current liabilities |  | 13,823,682 | 13,201,227
Provisions for liabilities | 9 | (2,180,248) | (1,900,411)
Net assets |  | 11,643,434 | 11,300,816
Capital and reserves |  |  |
Called up share capital | 18 | 12,000,000 | 12,000,000
Profit and loss account |  | (356,566) | (699,184)
Equity attributable to owners of the company |  | 11,643,434 | 11,300,816
Shareholders' funds |  | 11,643,434 | 11,300,816

Approved and authorised by the Board on 2 June 2026 and signed on its behalf by:

N S Sidhu-Brar
Director

Seebeck 123 Limited

(Registration number: 09516097)
Balance Sheet as at 31 August 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 12 | 20,993,750 | 20,993,750
Current assets |  |  |
Debtors | 14 | 1,006 | 1,000
Creditors: Amounts falling due within one year | 15 | (14,696,996) | (13,707,565)
Net current liabilities |  | (14,695,990) | (13,706,565)
Net assets |  | 6,297,760 | 7,287,185
Capital and reserves |  |  |
Called up share capital | 18 | 12,000,000 | 12,000,000
Profit and loss account |  | (5,702,240) | (4,712,815)
Shareholders' funds |  | 6,297,760 | 7,287,185

The company made a loss after tax for the financial year of £989,425 (2024 - loss of £899,475).

Approved and authorised by the Board on 2 June 2026 and signed on its behalf by:

N S Sidhu-Brar
Director

Seebeck 123 Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 August 2025
Equity attributable to the parent company

| Share capital £ | Profit and loss account £ | Total £
At 1 September 2024 | 12,000,000 | (699,184) | 11,300,816
Profit for the year | - | 342,618 | 342,618
At 31 August 2025 | 12,000,000 | (356,566) | 11,643,434

| Share capital £ | Profit and loss account £ | Total £
At 1 September 2023 | 12,000,000 | (630,823) | 11,369,177
Loss for the year | - | (68,361) | (68,361)
At 31 August 2024 | 12,000,000 | (699,184) | 11,300,816

Seebeck 123 Limited

Statement of Changes in Equity for the Year Ended 31 August 2025

| Share capital £ | Profit and loss account £ | Total £
At 1 September 2024 | 12,000,000 | (4,712,815) | 7,287,185
Loss for the year | - | (989,425) | (989,425)
At 31 August 2025 | 12,000,000 | (5,702,240) | 6,297,760

| Share capital £ | Profit and loss account £ | Total £
At 1 September 2023 | 12,000,000 | (3,813,340) | 8,186,660
Loss for the year | - | (899,475) | (899,475)
At 31 August 2024 | 12,000,000 | (4,712,815) | 7,287,185

Seebeck 123 Limited

Consolidated Statement of Cash Flows for the Year Ended 31 August 2025

| Note | 2025 £ | 2024 £
Cash flows from operating activities
Profit/(loss) for the year |  | 342,618 | (68,361)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 4 | 1,945,857 | 1,992,557
Finance costs | 5 | 1,573,884 | 1,643,201
Income tax expense | 9 | 326,587 | (370,194)
|  | 4,188,946 | 3,197,203
Working capital adjustments |  |  |
Increase in trade debtors | 14 | (2,130,767) | (316,279)
Increase in trade creditors | 15 | 1,161,890 | 764,116
Increase in amounts owed to associates | 17 | (325,621) | (2,004,162)
Cash generated from operations |  | 2,894,448 | 1,640,878
Income taxes paid | 9 | - | (168,085)
Net cash flow from operating activities |  | 2,894,448 | 1,472,793
Cash flows from investing activities |  |  |
Acquisitions of tangible assets |  | (46,857) | (163,217)
Cash flows from financing activities |  |  |
Interest paid | 5 | (1,002,503) | (743,726)
Repayment of bank borrowing |  | (1,863,461) | (1,148,833)
Net cash flows from financing activities |  | (2,865,964) | (1,892,559)
Net decrease in cash and cash equivalents |  | (18,373) | (582,983)
Cash and cash equivalents at 1 September |  | (241,822) | 341,161
Cash and cash equivalents at 31 August |  | (260,195) | (241,822)

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 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:
Boughton House Broomhill
Holdenby Road
Spratton
Northampton
United Kingdom
NN6 8LD

| 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 31 August 2025.

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.
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.
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.

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.
No profit or loss account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax of £989,425 for the financial year (2024 - £899,475).

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

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.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgements and estimation uncertainty

These accounts do not contain any significant judgements or estimation uncertainties.

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.

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 income 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 group operates and generates taxable income.

Deferred income 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 income 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 statement of financial position 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, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Freehold land | Nil
Freehold property | 2% straight line
Long-term leasehold property | 2% straight line
Motor vehicles | 25% straight line
Fixtures and fittings | 25% straight line
Office equipment | 33% straight line

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’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.
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

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 | 10 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. 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 first-in, first-out (FIFO) method.
At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

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.

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

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.

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.

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.

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

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.
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.

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 3 | Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

| 2025 £ | 2024 £
Rendering of services | 19,147,415 | 18,461,696

The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.

| 4 | Operating profit

Arrived at after charging

| 2025 £ | 2024 £
Depreciation expense | 589,430 | 636,130
Amortisation expense | 1,356,427 | 1,356,427
Operating lease expense - plant and machinery | 49,362 | 51,267

| 5 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank overdrafts and borrowings | 576,685 | 726,725
Interest expense on other finance liabilities | 997,199 | 916,476
| 1,573,884 | 1,643,201

| 6 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 2025 £ | 2024 £
Wages and salaries | 10,050,931 | 8,694,800
Social security costs | 1,076,276 | 819,888
Pension costs, defined contribution scheme | 140,152 | 131,527
| 11,267,359 | 9,646,215

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

| 2025 No. | 2024 No.
Administration and support | 15 | 19
Healthcare/Domestic | 386 | 337
Directors | 2 | 2
| 403 | 358

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

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 7 | Directors' remuneration

Directors remuneration has been borne by a related party.

| 8 | Auditors' remuneration

| 2025 £ | 2024 £
Audit of these financial statements | 23,000 | 23,000
Other fees to auditors |  |
All other non-audit services | 23,350 | 21,900

| 9 | Taxation

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

| 2025 £ | 2024 £
Current taxation |  |
UK corporation tax | - | 329,804
UK corporation tax adjustment to prior periods | 46,750 | (225,599)
| 46,750 | 104,205
Deferred taxation |  |
Arising from origination and reversal of timing differences | 279,837 | (474,399)
Tax expense/(receipt) in the income statement | 326,587 | (370,194)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Profit/(loss) before tax | 669,205 | (438,555)
Corporation tax at standard rate | 167,301 | (109,639)
Increase/(decrease) in UK and foreign current tax from adjustment for prior periods | 326,587 | (225,599)
Tax decrease from effect of capital allowances and depreciation | (20,922) | (371,108)
Effect of revenues exempt from taxation | (10,264) | -
Effect of expense not deductible in determining taxable profit (tax loss) | 347,908 | 561,021
Decrease from tax losses for which no deferred tax asset was recognised | - | (224,869)
Tax decrease from transfer pricing adjustments | (484,023) | -
Total tax charge/(credit) | 326,587 | (370,194)

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Liability £
Fixed asset timing differences | (123,389)
Revaluations | 2,319,340
Tax losses carried forward | (11,513)
Other timing differences | (4,190)
| 2,180,248

2024 | Liability £
Fixed asset timing differences | (404,147)
Revaluations | 2,319,340
Tax losses carried forward | (11,513)
Other timing differences | (3,269)
| 1,900,411

| 10 | Intangible assets

Group

| Goodwill £
Cost or valuation
At 1 September 2024 and at 31 August 2025 | 13,564,266
Amortisation
At 1 September 2024 | 4,272,745
Amortisation charge | 1,356,427
At 31 August 2025 | 5,629,172
Carrying amount
At 31 August 2025 | 7,935,094
At 31 August 2024 | 9,291,521

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 11 | Tangible assets

Group

| Land and buildings £ | Long-term leasehold property £ | Furniture, fittings and equipment £ | Office equipment £ | Motor vehicles £ | Total £
Cost or valuation
At 1 September 2024 | 15,600,000 | 7,525,000 | 915,442 | 631,096 | 14,995 | 24,686,533
Additions | - | - | 17,425 | 29,432 | - | 46,857
At 31 August 2025 | 15,600,000 | 7,525,000 | 932,867 | 660,528 | 14,995 | 24,733,390
Depreciation
At 1 September 2024 | 1,041,776 | 489,884 | 725,228 | 563,636 | 14,995 | 2,835,519
Charge for the year | 312,000 | 150,500 | 77,754 | 49,176 | - | 589,430
At 31 August 2025 | 1,353,776 | 640,384 | 802,982 | 612,812 | 14,995 | 3,424,949
Carrying amount
At 31 August 2025 | 14,246,224 | 6,884,616 | 129,885 | 47,716 | - | 21,308,441
At 31 August 2024 | 14,558,224 | 7,035,116 | 190,214 | 67,460 | - | 21,851,014

Included within the net book value of land and buildings above is £14,246,224 (2024 - £14,558,224) in respect of freehold land and buildings.

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 12 | Investments

Company

| 2025 £ | 2024 £
Investments in subsidiaries | 20,993,750 | 20,993,750

Subsidiaries | £
Cost and carrying amount
At 1 September 2024 and at 31 August 2025 | 20,993,750

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
|  |  | 2025 | 2024
Subsidiary undertakings
St Matthews Group (UK) Limited | England and Wales | Ordinary | 100% | 100%
I-Con Design and Build Limited | England and Wales | Ordinary | 100% | 100%
St Matthews (Broad Lane) Limited | England and Wales | Ordinary | 100% | 100%
St Matthews (Dunsmore) Limited | England and Wales | Ordinary | 100% | 100%
St Matthews (Moreton Centre) Limited | England and Wales | Ordinary | 100% | 100%
St Matthews (Uckfield) Limited | England and Wales | Ordinary | 100% | 100%
St Matthews Healthcare Limited | England and Wales | Ordinary | 100% | 100%

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

The principal activity of St Matthews Group (UK) Limited and I-Con Design and Build Limited is that of a holding company.
The principal activity of St Matthews (Broad Lane) Limited, St Matthews (Dunsmore) Limited and St Matthews (Moreton Centre) Limited is owning and operating nursing homes and private hospital facilities in support of mental health services.
The principal activity of St Matthews Healthcare Limited and St Matthews (Uckfield) Limited it that of a dormant company. Subsequent to the reporting date, St Matthews (Uckfield) Limited and St Matthews Healthcare Limited were struck off from the register of Companies on 3 February 2026 in accordance with Section 1003 of the Companies Act 2006.
The registered address of all subsidiaries listed above is the same as the group.
The Company agrees to guarantee the liabilities of all its subsidiary undertakings, thereby allowing these companies to take exemption from an audit under Section 479A of the Companies Act 2006.
St Matthews Group (UK) Limited
I-Con Design and Build Limited
St Matthews (Broad Lane) Limited
St Matthews (Dunsmore) Limited
St Matthews (Moreton Centre) Limited
St Matthews (Uckfield) Limited
St Matthews Healthcare Limited

Subsequent to the reporting date, the group sold its full shareholding in St Matthews Group (UK) Ltd, St Matthews (Broad Lane) Ltd, St Matthews (Dunsmore) Ltd and St Matthews (Moreton Centre) Ltd.

| 13 | Stocks

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Consumables | 36,011 | 36,011 | - | -
Work in progress | 451,532 | 451,532 | - | -
| 487,543 | 487,543 | - | -

| 14 | Debtors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Trade debtors |  | 1,498,959 | 1,715,170 | - | -
Amounts owed by related parties | 22 | 7,931,908 | 5,611,931 | - | -
Other debtors |  | 393,527 | 311,566 | 1,006 | 1,000
Prepayments |  | 67,945 | 120,397 | - | -
Accrued income |  | - | 2,508 | - | -
|  | 9,892,339 | 7,761,572 | 1,006 | 1,000

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 15 | Creditors

|  | Group | Company
| Note | 2025 £ | 2024 £ | 2025 £ | 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 16 | 8,103,179 | 9,340,872 | 6 | -
Trade creditors |  | 396,957 | 881,488 | - | -
Amounts due to related parties | 22 | 14,600,055 | 13,896,872 | 14,696,990 | 13,707,565
Social security and other taxes |  | 1,060,245 | 573,084 | - | -
Outstanding defined contribution pension costs |  | 44,706 | 34,863 | - | -
Other payables |  | 321,279 | 375,094 | - | -
Accruals |  | 527,962 | 526,633 | - | -
Corporation tax liability | 9 | 809,027 | 589,178 | - | -
|  | 25,863,410 | 26,218,084 | 14,696,996 | 13,707,565

| 16 | Loans and borrowings

Current loans and borrowings

| Group | Company
| 2025 £ | 2024 £ | 2025 £ | 2024 £
Bank borrowings | 7,779,309 | 9,071,389 | - | -
Bank overdrafts | 323,870 | 269,483 | 6 | -
| 8,103,179 | 9,340,872 | 6 | -

Group

Bank borrowings

Bank loans are denominated in GBP with a nominal interest rate of 2.15% per annum over the Bank of England base rate, and are repayable monthly over a contracted term. The carrying amount at year end is £7,779,309 (2024 - £9,071,389). The bank loan is secured by way of a fixed and floating charge over all assets of the company. Subsequent to the reporting date and following the sale of the group, the bank loans have been settled in full as part of the total consideration paid.

| 17 | 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 £140,152 (2024 - £131,527).
Contributions totalling £44,706 (2024 - £34,863) were payable to the scheme at the end of the year and are included in creditors.

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 18 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 12,000,000 | 12,000,000 | 12,000,000 | 12,000,000

| 19 | Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

| 2025 £ | 2024 £
Not later than one year | 18,070 | 20,878
Later than one year and not later than five years | 24,743 | 43,374
| 42,813 | 64,252

| 20 | Contingent liabilities

Group

The group forms part of a cross guarantee securing the bank borrowings of its fellow companies: St Matthews Group (UK) Limited, I-Con Design and Build Limited, St Matthews (Moreton Centre) Limited, St Matthews (Broad Lane) Limited and St Matthews (Dunsmore) Limited. At the balance sheet date, these borrowings amounted to £7,779,309 (2024 - £9,071,389).

Company

The company is named within an Overage Deed in relation to the future sale of inventory held by its wholly owed subsidiary I-Con Design and Build Limited. If this inventory is sold within 20 years from the 13 November 2020 a sum based on the sale price will be payable, due to the sale price being variable the financial outflow cannot be reliably measured.

| 21 | Analysis of changes in net debt

Group

| At 1 September 2024 £ | Financing cash flows £ | At 31 August 2025 £
Cash and cash equivalents |  |  |
Cash | 27,661 | 36,008 | 63,669
Overdrafts | (269,483) | (54,381) | (323,864)
| (241,822) | (18,373) | (260,195)
Borrowings |  |  |
Bank borrowings | (9,071,389) | 1,292,080 | (7,779,309)
| (9,313,211) | 1,273,707 | (8,039,504)

Seebeck 123 Limited

Notes to the Financial Statements for the Year Ended 31 August 2025

| 22 | Related party transactions

Company
The company has taken advantage of the provisions available under FRS102 section 33.1A not to report transactions with fellow group members wholly owned by the ultimate parent undertaking.
Group
At the year end, the group was owed £7,691,595 (2024 - £5,446,641) from companies under common control. An impairment provision of £5,446,641 (2024 - £5,446,641) has been provided for.
At the year end, the group owed £2,643,702 (2024 - £13,726,582) to companies under common control.
Transactions with directors
During the year the group advanced £52,500 (2024 - £140,000) and was repaid £nil (2024 - £nil) from a director of the company. At 31 August 2025 amounts owed to the group from this director totalled £207,500 (2024 - £155,000). No interest is charged on this advance and the amount is due on demand.
During the year the group advanced £47,500 (2024 - £110,000) and was repaid £nil (2024 - £nil) from a director of the company. At 31 August 2025 amounts owed to the group from this director totalled £172,500 (2024 - £125,000). No interest is charged on this advance and the amount is due on demand.

| 23 | Parent and ultimate parent undertaking

There is considered to be no ultimate controlling party.