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SuperSeed Capital Ld - Final Results for the year ended 31 December 2024


Announcement provided by

SuperSeed Capital Limited · WWW

14/05/2025 07:00

SuperSeed Capital Ld - Final Results for the year ended 31 December 2024
RNS Number : 5047I
SuperSeed Capital Limited
14 May 2025
 

SUPERSEED CAPITAL LIMITED

(the "Company")

 

FINAL RESULTS FOR THE FINANCIAL YEAR ENDED 31 DECMEBER 2024

 

 

SuperSeed Capital Limited, a company established as a venture capital fund of funds for early-stage AI/SaaS companies, announces that the final results for the financial year ended 31 December 2024, as detailed below, have been fully extracted from the Annual Report and Audited Financial Statements for the year ended 31 December 2024, which were approved and authorised for issue by the Board of Directors on 12 May 2025.

 

In the coming days, the full Annual Report and Audited Financial Statements will be available on the Company's website at: https://www.superseed.com/investors/superseed-capital/documents/.

 

The Company invests in technology-led innovation, primarily through funds managed by SuperSeed Ventures LLP (the "Investment Manager"). The Company's principal investment to date is in SuperSeed II LP (the "Fund").

 

For more information, please contact:

 

SuperSeed Capital Limited

+44(0) 203 405 3060

Mads Jensen, Investment Manager


 


VSA Capital - AQSE Corporate Adviser and Broker

+44(0) 203 005 5000

Corporate Finance: Simon Barton / Dylan Sadie


Chairman's Statement

Introduction

This is my third statement on the audited financial statements published for SuperSeed Capital Limited ("SuperSeed" or the "Company") since its admission to trading on Aquis Stock Exchange Growth Market in January 2022. The IPO market for listed investment companies has continued to be very challenging with very few IPOs. The board receives regular updates on sector performance and there is a general theme of listed closed ended investment funds continuing to trade at a discount to their NAV. The Company's most recently reported NAV at 31 December 2024 was £1.2544 when the shares were trading at a mid-price of £0.775 per share, a discount of 38%.The share price dipped in February and at the time of writing remains at £0.75 . Of course, a wide discount to NAV suggests the share price represents a great opportunity to buy shares in the Company at an attractive price.

  




The intention behind the Company was to permit investors to invest into a listed fund with liquidity and no minimum investment, and which can access opportunities in seed stage venture capital portfolio companies through funds managed by SuperSeed Ventures LLP (the "Manager"). This has been achieved but of course the Board would like to see more liquidity and additional share issues to enable the Company to continue to commit capital to its principal underlying fund investment, SuperSeed II LP (the "Fund"), and other opportunities. The fund-raising environment has not been conducive to that during 2024 and the Company has continued to issue loan notes to facilitate short term liquidity and then to repay them while selling portions of its investment in the Fund to its manager.  These actions have enabled the Company to meet draw down notices from the Fund and to recognise profits on the disposal of its investments while also continuing to make unrealised gains.

  




Investment Policy

The Company invests in early-stage European software and AI businesses which have technologies that are disruptive to the traditional services sector. A typical investment will offer the prospect of high growth and the potential to scale. The Company's objective is to provide long-term capital growth to shareholders.

  




Performance

I am pleased to report that the Company has performed well with an increase in the Company's NAV from inception to £1.25p per share as at 31 December 2024. Accordingly, we are pleased with the Company's performance which gives us confidence in its current value and future prospects. The Company continues to actively review potential acquisition targets at various stages of development and operating in a number of geographic regions, all of which have potential global relevance.

  




Pipeline

The investment pipeline of the Fund remains strong and the Company's investment manager continues to have access to very many opportunities in European SaaS and AI.

  




Code of Corporate Governance

During the year, as part of an effort to reduce costs the company ended its membership of the Association of Investment Companies (the AIC). The board has therefore decided to adopt the Guernsey Finance Sector Code of Corporate Governance which it considers to be appropriate for the size of the company.

  




ESG

The Company and its investment manager, SuperSeed Ventures LLP, recognises the importance of ESG and governance considerations in building a sustainable and resilient business. As an investment fund with no staff and premises, the Company's main effort to ensure positive ESG outcomes are achieved by monitoring the actions of our investment manager and our portfolio companies, further details of which can be found here: https://www.superseed.com/journal/superseed-esg-policies-and-investment-strategy/

  




Outlook

The Board is of the view that the combination of an established, successful and hands-on investment manager with access to an attractive seed portfolio as well as an identified and growing pipeline of investments in the SaaS and AI space, makes this a compelling investment. We remain committed to our vision and strategy of supporting the growth of innovative and high-potential AI companies, while adhering to high standards of governance and ESG practices. We welcome our new shareholders and look forward to working with them and successfully delivering on our investment strategy.

  




  




Joseph Truelove

Chairman

SuperSeed Capital Limited

Investment Manager's Report

2024 marked another year of strategic growth for SuperSeed II LP (the "Fund"). Artificial Intelligence has matured from a promising technology to an essential business transformation driver, fundamentally reshaping how companies operate across sectors. This evolution directly aligns with our investment thesis, which focuses on backing technical founders who leverage AI to build transformative software businesses.

  




During 2024, the Fund made three new investments in AI-powered companies: Tector (formerly Woodsense), Messium, and Cerve. Each of these companies exemplifies our strategy of identifying technical founders with the expertise to build technologies that drive meaningful operational improvements for businesses. We also prepared three additional investments that were finalised in early 2025, demonstrating our continued momentum in identifying compelling opportunities.

  




The technology industry continues to undergo significant disruption and transformation, with AI at the forefront of this change. Despite market volatility, the opportunities created by these technological advances remain substantial. As we noted in previous years, we firmly believe that AI provides a generational opportunity to transform business operations across sectors, and our portfolio is well-positioned to capitalise on this shift.

  




Market Context: AI's Expanding Influence

2024 saw AI move from experimental pilots to enterprise-wide deployments across various industries. The global AI market surpassed $200 billion, with enterprise adoption accelerating across both traditional technology companies and sectors previously considered technological laggards.

  




Two notable trends emerged throughout the year:

  




Vertical AI Solutions Gained Traction: While general-purpose AI models from companies like OpenAI and Anthropic continued to evolve, the most significant business impact came from purpose-built vertical solutions addressing specific industry challenges. For example, Cursor reached $100 million in annual recurring revenue in just 12 months with its AI-powered software development tool. These kind of concrete results from vertical applications directly validate our investment focus.

Infrastructure Investment Accelerated: Major cloud providers significantly expanded their AI infrastructure investments, with Microsoft, Google, Meta, and Amazon collectively deploying over $200 billion in capital expenditures, primarily directed toward AI capabilities. This infrastructure expansion provides the foundation for wider AI deployment.

  




Portfolio Progress and Performance

Revenue Growth and Operational Milestones


Fund portfolio revenue grew by 50% year-on-year in 2024, demonstrating the resilience and market validation of our companies despite macroeconomic headwinds. This growth trajectory remains well above industry averages for software companies and reflects the mission-critical nature of the solutions our portfolio companies provide.

  




Several portfolio companies achieved particularly notable milestones:

  




Duel had an exceptional year, significantly expanding its customer base and driving strong revenue growth. This performance positioned the company for a successful up-round in early 2025, validating our initial investment thesis and demonstrating the company's growing market leadership.

Hirundo demonstrated impressive technical progress with its AI optimisation and "unlearning" technology, addressing growing market needs around data privacy and copyright issues. The company's achievements led to a successful funding round in early 2025.

Octaipipe continued expanding its AI-powered solution for data centre energy optimisation, addressing a critical market need as AI infrastructure energy demands escalate. With data centres now consuming over 1% of global electricity and projected to reach 3-4% within five years, Octaipipe's solution is increasingly strategic for enterprise customers.

  




New Investments



In 2024, we maintained our disciplined approach to identifying and backing exceptional technical founders building solutions that transform business operations. Our new investments include:

  




Tector (formerly Woodsense): The construction industry wastes billions annually due to moisture damage, with approximately half attributed to water ingress alone. Tector's SaaS platform monitors and detects construction defects in buildings by leveraging IoT sensors and AI-driven anomaly detection algorithms. Their solution eliminates risk, reduces cost, and provides quality assurance for various stakeholders across the construction value chain, including architects, contractors, financiers, and insurers. Though still an early-stage company, Tector has demonstrated strong product-market fit, with over 100 customers already using the platform to manage construction risk.

Messium: Using hyperspectral satellite imagery and AI, Messium monitors nitrogen concentration in crops to optimise fertiliser application. This solution increases yield while reducing waste, significantly improving farmers' margins in an industry where the average profit margin is just 11.3%. As agricultural subsidies wane and crop prices face pressure, Messium's technology addresses a critical need by providing more accurate data than existing nitrogen monitoring solutions, which are often unreliable or prohibitively expensive. The company's approach not only improves financial outcomes for farmers but also delivers significant environmental benefits by reducing fertiliser runoff.

Cerve: Addressing the $17.5 trillion food and beverage industry's data integration challenges, Cerve's API solution enables seamless communication between ERP systems across the food and beverage ecosystem. With only 5% of this massive industry currently having proper system integration, the market opportunity is substantial. Cerve's elegant technical approach, combined with founder Dan Mazig's deep expertise in enterprise software development, positions the company to drive significant value by reducing waste and improving supply chain efficiency across the food and beverage value chain.

  




We also prepared three additional investments that were finalised in early 2025, demonstrating our continued ability to identify high-potential companies even as market conditions evolve.

  




Fund Performance



As of December 2024, SuperSeed Capital's principal investment SuperSeed II has achieved an Internal Rate of Return (IRR) of 20%, reflecting the strong performance of our portfolio companies and our disciplined investment approach. This performance puts the Fund in the top quartile for its vintage year and validates our strategy of focusing on technical founders building AI-powered software businesses.

  




Outlook for 2025

As we look to 2025, several significant macroeconomic and geopolitical shifts will shape the operating environment for technology companies. The start of Donald Trump's second presidency marks a major structural shift in global trade relationships, with the implementation of broad tariffs on imports and a more confrontational approach to international trade policy. These changes could substantially impact global supply chains and increase operating costs for many businesses.

  




This evolving environment creates both challenges and opportunities for our portfolio:

  




Increasing Focus on Operational Efficiency


As businesses face cost pressures from trade barriers and potential economic headwinds, investments that deliver operational efficiencies will be prioritised. Our portfolio is exceptionally well-positioned in this regard, as many of our companies deliver solutions that directly reduce costs and improve operational performance:

  




In manufacturing, companies like ThingTrax and Tector provide AI-powered solutions that reduce waste, optimise processes, and improve quality control - all of which become more valuable as input costs rise.

In logistics, FreightCore's technology helps streamline operations and reduce costs in freight forwarding, directly addressing pain points that will intensify as global trade becomes more complex and expensive.

Across sectors, solutions like Octaipipe's AI-powered approach to data centre energy optimisation become increasingly strategic as energy costs rise and computing demands grow.

  




Accelerating Digital Transformation



Economic pressure tends to accelerate rather than diminish digital transformation initiatives when those initiatives deliver tangible cost savings or efficiency improvements. While growth-oriented technology investments may face more scrutiny, solutions that demonstrate clear ROI through cost reduction will continue to gain traction.

  




Our portfolio companies predominantly deliver technologies that reduce operational costs, optimise resource utilisation, and improve productivity - exactly the kind of investments businesses prioritise during periods of economic pressure. As such, we anticipate continued strong demand for our companies' solutions.

  




Regional Opportunities and Challenges


The evolving trade landscape may present specific opportunities for UK and European technology companies. As supply chains potentially reshape around regional blocks, technology solutions that help businesses navigate these changes will be particularly valuable. Our geographic focus on Europe positions us well to identify and support companies addressing these emerging needs.

  




AI Evolution and Infrastructure Efficiency


Recent breakthroughs in AI efficiency, particularly DeepSeek's demonstration that top-tier AI performance can be achieved at approximately 5% of traditional inference costs, may fundamentally reshape AI economics. While this triggered short-term market volatility for infrastructure providers like Nvidia, the long-term impact is likely to accelerate AI adoption by making deployment more cost-effective and accessible.

  




This efficiency revolution supports our thesis that AI will increasingly be embedded in vertical software solutions rather than remaining the domain of a few large platform companies. As AI infrastructure becomes more affordable, our portfolio companies can leverage these capabilities more extensively while maintaining capital efficiency.

  




Strategy for 2025

Our investment strategy remains unchanged: we continue to focus on backing the best technical founders building AI-powered software businesses that transform operations across sectors. The evolving market environment only strengthens our conviction in this approach, as businesses increasingly seek efficiency-enhancing technologies to navigate economic challenges.

  




For 2025, we anticipate:

  




Continued Selective Investment: We expect to make 4-7 new investments in 2025, maintaining our disciplined approach to identifying exceptional technical founders addressing substantial market opportunities.

Increased Focus on Capital Efficiency: Given the evolving funding environment, we will place even greater emphasis on capital efficiency and clear paths to sustainable growth.

Strategic Support for Portfolio Companies: We will continue providing active support to our portfolio companies, helping them navigate changing market conditions and capitalise on emerging opportunities.

  




Conclusion

2024 demonstrated the resilience and growth potential of our investment strategy despite market volatility. Our portfolio companies delivered strong revenue growth, secured follow-on funding at attractive valuations, and continued to develop innovative solutions that address critical business challenges.

  




As we move into 2025, the Fund is well-positioned to capitalise on the increasing enterprise demand for AI-powered efficiency solutions. The macroeconomic shifts underway, while creating challenges for some sectors, ultimately reinforce the value proposition of our portfolio companies. Businesses seeking to optimise operations, reduce costs, and improve productivity in an uncertain economic environment will increasingly turn to exactly the kind of solutions our companies provide.

  




We remain confident in our strategy of backing exceptional technical founders building solutions that transform business operations, and we look forward to continuing to deliver strong returns for our investors.

  




  




Mads Jensen

Managing Director

SuperSeed Ventures LLP

 

 

Statement of Comprehensive Income

for the year ended 31 December 2024

  






  


2024

 

2023

 


Notes

£

 

£

 

  






Income

 





Investment income


-


1,024


Realised gain on investments held at fair value through profit or loss


114,032


221,955


Unrealised gain on investments held at fair value through profit or loss

7

322,505


297,373


Bank interest income


3,740


2,947


Total income

 

440,277

 

523,299

 

  






Expenses

 





Administration fees

14

32,406


30,450


Audit fees


25,000


23,500


Directors' fees

14

20,000


18,000


Insurance


1,036


1,036


Legal & professional fees


47,118


54,911


Loan interest


7,878


134


Management fees


7,053


5,128


Regulatory fees


16,813


16,131


Sundry expenses


1,102


2,126


Total expenses

 

158,406

 

151,416

 

  






Total profit and comprehensive income for the year

 

281,871

 

371,883

 

   

 





Basic earnings per share

6

0.1192

 

0.1582

 

  






Diluted earnings per share *

6

0.1167

 

0.1524

*

  






* As detailed in Note 6 the prior year diluted weighted average number of shares in issue and diluted earnings per share have been restated to include the issue and expiry of warrants in the prior year.

  






All the above items are derived from continuing operations.




  






There is no other comprehensive income for the year.





  

Statement of Financial Position

as at 31 December 2024

  









2024

 

2023

 


Notes

£

 

£

  






Non-current assets

 

 




Investments


7

3,050,658


2,433,012

Total non-current assets

 


3,050,658

 

2,433,012

  






Current assets

 





Trade and other receivables


8

7,417


182,827

Cash and cash equivalents



27,870


99,185

Total current assets

 


35,287

 

282,012

  






Total assets

 


3,085,945


2,715,024

  






Current liabilities

 





Trade and other payables


9

43,403


29,413

Loans payable


10

75,060


-

Total current liabilities

 


118,463

 

29,413

  






Total liabilities

 


118,463


29,413

  






Net assets

 


2,967,482

 

2,685,611

  






Equity

 





Share capital


12

2,369,743


2,369,743

Retained earnings



597,739


315,868

Total equity

 


2,967,482

 

2,685,611

  






Net asset value per ordinary share

 


      1.2544

 

      1.1333

 

 

Statement of Changes in Equity

for the year ended 31 December 2024

  









Share Capital

 

Retained Earnings

 

Total

  


£

 

£

 

£

Balance as at 1 January 2023


2,080,000


(56,015)


2,023,985

  







Issue of Ordinary Shares


289,743


-


289,743

  







Total comprehensive income for the year


-


371,883


371,883

  







Balance as at 31 December 2023

 

2,369,743

 

315,868

 

2,685,611

   

 








Share Capital

 

Retained Earnings

 

Total

  


£

 

£

 

£

Balance as at 1 January 2024


2,369,743


315,868


2,685,611

  







Total comprehensive income for the year


-


281,871


281,871

  







Balance as at 31 December 2024

 

2,369,743

 

597,739

 

2,967,482

   

 






 

 

Statement of Cash Flows

for the year ended 31 December 2024

  







2024

 

2023

 


£

 

£

Cash flows from/(used in) operating activities

 

 



Net profit for the year

 

281,871


371,883

Realised gain on investments

 

(114,032)


(221,955)

Unrealised gain on investment revaluation

 

(322,505)


(297,373)

Non-cash income adjustments

 

-


(1,529)

Movement in prepayments

 

(3,257)


(1,471)

Movement in trade and other payables

 

13,443


7,668

Loan interest

 

7,818


134

Investment income

 

-


(1,024)

Net cash flow (used in) operating activities

 

(136,662)

 

(143,667)

   

 

 



Cash flows from/(used in) investing activities

 




Purchase of investments


(694,122)


(216,611)

Proceeds from disposal of investments


724,679


825,253

Movement in prepaid investments


(32,392)


(600,745)

Net cash flow (used in)/from investing activities

 

(1,835)

 

7,897

   





Cash flows from/(used in) financing activities

 




Loan interest


(7,818)


(134)

Proceeds from loan


460,000


50,000

Repayment of loan


(385,000)


(50,000)

Net cash flow from/(used in) financing activities

 

67,182

 

(134)

   

 




Net movement in cash and cash equivalents during the year

 

(71,315)


(135,904)

   

 




Cash and cash equivalents at the beginning of the year

 

99,185

 

235,089

   

 




Cash and cash equivalents at the end of the year

27,870

 

99,185

   

 

 



 

 


 

Notes to the Financial Statements

 

for the year ended 31 December 2024

 

  










1

General Information

 

  










  

The Company was incorporated on 6 October 2021 in Guernsey, as a non-cellular company limited by shares under The Companies (Guernsey) Law, 2008 (as amended) ("Company Law"). The Company is regulated by the Guernsey Financial Services Commission as a Registered Closed-ended Collective Investment Scheme pursuant to The Protection of Investors (Bailiwick of Guernsey) Law, 2020 and the Registered Collective Investment Schemes Rules and Guidance 2021. The address of the registered office is given on page 3.


  










  

The main purpose of the Company is to carry on business as a fund-of-funds. The Company will invest in technology-led innovation primarily through unquoted funds managed directly and indirectly through SuperSeed II LP by SuperSeed Ventures LLP, the Investment Manager, with the objective of maximising investors' long term total returns - principally through capital appreciation.


  










2

Significant accounting policies

 

  










  

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


  










  

Basis of accounting

 

  










  

These  financial  statements  are  prepared  in  accordance  with  International  Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and The Companies (Guernsey) Law, 2008. These financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.


  










  

a)  

Functional and presentational currency

 




  










  


The financial statements are presented in British Pound Sterling ("GBP" or "£"), which is the Company's functional currency as the Company's primary business transactions and majority of overall transactions are conducted in GBP. The Directors consider GBP as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions of the Company.


  










  

b)  

Foreign currency translation

 




  










  


Monetary assets and liabilities are translated from currencies other than GBP ("foreign currencies") to GBP (the "functional currency") at the rate prevailing at the period end date. Income and expenses are translated from foreign currencies to the functional currency at the rate prevailing at the date of the transaction. Exchange differences are recognised in the Statement of Comprehensive Income.


  










  


Foreign currency transaction gains and losses on financial instruments classified as fair value through profit or loss are included in the Statement of Comprehensive Income.


  










  

c)  

Financial instruments

 

  










  


Financial assets and financial liabilities are recognised in the Company's Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are only offset and the net amount reported in the Statement of Financial Position and Statement of Comprehensive Income when there is a currently enforceable legal right to offset the recognised amounts and the Fund intends to settle on a net basis or realise the asset and liability simultaneously.


  










  


The Company's financial assets comprise of  receivables and cash at amortised cost and investments held at fair value through profit and loss.


  










  


Receivables

 

  










  


With the exception of receivables related to investments, receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They principally comprise trade and other receivables. They are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition, and subsequently carried at amortised cost using the effective interest rate method, less provisions for impairment. The effect of discounting on these financial instruments is not considered to be material.


  










  


For assets measured at amortised cost, IFRS 9 requires an assessment of impairment based on providing for expected losses. The Company has chosen to apply an impairment approach similar to the simplified approach for expected credit losses under IFRS 9 for the Company's receivables.  Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on life time expected credit losses at each reporting date. This approach takes into account historic observed loss rates over the expected life of the receivables, and is adjusted for forward looking estimates.


  










  


Investments at fair value through profit or loss

 

  










  


(i) 

Classification

 

  










  



The Company classifies its investments as financial assets at fair value through profit or loss. These financial assets are designated by the Company at fair value through profit or loss at inception.


  










  


(ii)

Recognition

 

  










  



Purchase and sales of investments will be recognised on the trade date which is the date on which the Company commits to purchase or sell the investment. Investment purchases which involve earn-out payments or similar deferred payments will be accounted for at the best estimate of fair value, any subsequent changes in these fair value estimates are recognised in the Statement of Comprehensive Income as part of the changes in fair value of financial assets held at fair value through profit or loss.


  










  

c)  

Financial instruments (continued)

 





  










  


(iii) 

Measurement

 



  










  



The investments will be initially recognised at cost, being the fair value of consideration given. Subsequently such assets are carried at fair value and the changes in fair value are recognised in the profit and loss.


  










  


(iv)

Derecognition of financial assets

 




  










  



A financial asset (in whole or in part) is derecognised either:


  










  



When the Company has transferred substantially all the risks and rewards of ownership; or


  










  



When it has neither transferred nor retained substantially all the risks and rewards and when it no longer has control over the assets or a portion of the asset; or


  










  



When the contractual right to receive cash flow has expired.


  










  


Cash and cash equivalents

 




  










  


Cash and cash equivalents are defined as cash in hand, demand deposits and highly liquid investments readily convertible to known amounts of cash with an original maturity of three months or less and are subject to an insignificant risk of changes in value. As at 31 December 2024 cash and cash equivalents consists only of cash at bank.


  










  

d)  

Fair value estimation

 



  










  


International Financial Reporting Standard 13, "Fair Value Measurement" recommends investments treated as "financial assets at fair value through profit or loss" to be subsequently measured at fair value. IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions. Fair value under IFRS 13 is an exit price regardless of whether that price is directly observable or estimated using another valuation technique.


  










  


The Board has delegated responsibility for carrying out the fair valuation of the Company's portfolio to the Investment Manager.


  










  


Investments are reported as having the fair value estimated by the Investment Manager at the reporting date. The fair value of the Company's investments in SuperSeed Fund II LP and other future investments will be calculated in accordance with International Private Equity and Venture Capital ("IPEV") valuation guidelines. Under IPEV guidelines, the fair value of unquoted investments can be calculated using a number of approaches, broadly categorised under three headings, Income Approach, Market Approach and Replacement Cost.


  










  

d)  

Fair value estimation (continued)

 



  










  


Given the type and stage of investments, the Investment Manager will seek to take a Market Approach where possible, most often based on calibration to the price of the recent investment and market multiples. Alternative methodologies may be considered in accordance with IPEV.


  




  


It is the opinion of the Directors, that the IPEV valuation methodology used in deriving a fair value is not materially different from the fair value requirements of IFRS 13.


  




  


All valuations made by the Investment Manager will be made, in part, on valuation information provided by the portfolio companies of SuperSeed Fund II LP alongside other future investments. Although the Investment Manager will evaluate all such information and data, it may not be able to confirm the completeness, genuineness or accuracy of such information or data. In addition, the financial reports provided by the Portfolio Companies may be provided only on a quarterly basis and generally will be issued one to two months after their respective valuation dates. Consequently, each quarterly Net Asset Value is likely to contain information that may be out of date and require updating and completing. Shareholders should bear in mind that the actual Net Asset Values at such time may be materially different from the quarterly valuations.


  










  


Investment income from financial assets at fair value through profit or loss is recognised in the Statement of Comprehensive Income when the Company's right to receive payments is established.


  










  

e)  

Financial liabilities

 




  










  


The classification of financial liabilities at initial recognition depends on the purpose for which the financial liability was issued and its characteristics.


  










  


All financial liabilities are initially recognised at fair value net of transaction costs incurred. All purchases of financial liabilities are recorded on trade date, being the date on which the Company becomes party to the contractual requirements of the financial liability. Unless otherwise indicated, the carrying amounts of the Company's financial liabilities approximate to their fair values. The Company's financial liabilities consist of only financial liabilities measured at amortised cost.


  










  


(i)

Financial liabilities measured at amortised cost

 



  










  



These include trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.


  










  

e)  

Financial liabilities (continued)

 




  










  


(ii)

Derecognition of financial liabilities

 



  










  



A financial liability (in whole or in part) is derecognised when the Company has extinguished its contractual obligations, it expires or is cancelled. Any gain or loss on derecognition is taken to the Statement of Comprehensive Income.


  










  

f)

Segmental reporting

 



  










  


In accordance with IFRS 8, Operating Segments, the Company is required to present and disclose segmental information. The Chief Operating Decision Maker, which is the Board, is of the opinion that the Company is engaged in a single segment of business through its investment portfolio, with the aim of providing long-term returns through capital appreciation to shareholders. The financial information used by the Chief Operating Decision Maker to manage the Company presents the business as a single segment.


  










  

g)

Critical accounting judgements and key sources of estimation uncertainty

 

  










  


IFRS requires the Directors to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.


  




  


Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability in future periods.


  




  


The areas where assumptions and estimates are significant to the financial statements include the valuation of investments. The Company's investment into SuperSeed II LP is measured at the net asset value of the Company's investment at year end. The underlying investments of SuperSeed II LP are valued in accordance with the IPEV methodology in which unlisted investments are carried at such fair value as is considered appropriate by the Investment Manager. The investment in Duel Holdings has been valued at fair value and in Kluster Enterprises Limited at recent round of financing. The models used to determine fair values are validated and periodically reviewed by the Investment Manager. Refer to note 2 (d) for further disclosure details.


  




  

h)

Income and expenses

 

  




  


Operating income and expenses have been accounted for on an accruals basis, and are recognised in the Statement of Comprehensive Income in the period which they are incurred.


  










  

i)

Management fees

 

  




  


Management fees are accounted for on an accruals basis and are measured at the fair value of the consideration paid.


  










  

j)  

Going concern

 





  










  


The Directors, and the Investment Manager having considered the Company's objectives and available resources along with its projected income and expenditure, are satisfied that the Company has adequate resources to meet its liabilities as they fall due and continue in operational existence for the foreseeable future. The Company adopts an "Overcommitment Policy" in order to reduce the cash reserves held by the Company that have not been called by its commitment-based investments. In order to meet ongoing investment commitments, the Company may utilise any cash reserves held, incur borrowings, issue new share capital or sell assets in order to realise their value.  The Directors are cognisant of potential capital calls from underlying investments. Loans can also be drawn from the Investment Manager under the Convertible Loan Note Instrument entered into on 21 June 2024, if required. The Directors do not consider there to be any threat to the going concern status of the Company.


  










  


For these reasons, the Company continues to adopt the going concern basis in preparing the financial statements.


  










3

Adoption of new and revised standards

 



  










  

Standards issued and effective

 

  










  

There are new standards and amendments to existing standards that are effective for the period beginning on 1 January 2024 and have therefore been adopted. None of these standards or amendments have a significant impact on the Company's financial results or position; hence they have not been disclosed.


  










  

Standards issued but not yet effective

 

  










  

New standards, amendments and interpretations issued but not yet effective are not early adopted by the Company. At the date of authorisation of these financial statements, several new, but not yet effective, Standards and amendments to existing Standards and Interpretations have been published by the IASB. None of these Standards or amendments to existing Standards have been adopted early by the Company and are not thought to have any impact on the Company's financial results.


  










4

Taxation

 



  










  

The Company is exempt from income taxation in Guernsey under the provisions of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989, as amended. An annual fee of £1,600 (2023: £1,200) is payable and is included in the Statement of Comprehensive Income within regulatory fees.


  










5

Material agreements

 



  










  

Investment Manager

 

  










  

Under the Alternative Investment Fund Management Agreement dated 21 January 2022, the Company has appointed SuperSeed Ventures LLP as the Company's Investment Manager to provide portfolio and risk management services to the Company. The Investment Manager does not charge separate fees to the Company for managing funds where it is already paid a fee as part of a direct fund management mandate (including the Company's investment in SuperSeed II LP). For all other investments, the Investment Manager is entitled to receive from the Company a management and performance fee for the management of investments. This is calculated as being:


  










  

(a)

0.25 per cent. of the Total Portfolio Value; and  


  

(b)

20 per cent. of the aggregate net realised profits on Investments since the start of the relevant Calculation Period.


  










  

In each case, calculated as at the end of a Calculation Period and payable in arrears within 30 days after the end of that Calculation Period.


  










  

For these purposes:


  










  

"Calculation Period" means each calendar quarter, with the first Calculation Period commencing on Admission and ending on 31 March 2022.


  










  

"Investment" means any investment or other asset (including cash) of the Company of any description, the acquisition or holding of which is authorised under the investment policy of the Company from time to time, and in the case of investment commitments into other funds the total commitment to that fund should be regarded as an "Investment".


  










  

"net realised profits" means the net profit received by the Company following a disposal of an Investment as recorded in its accounts in accordance with the Company's adopted accounting policies from time to time.


  










  

"Portfolio" means the portfolio of Investments held by the Company directly or indirectly from time to time.


  










  

If all assets were to be realised at the current valuation, the Manager would be due additional management fees that have not been accrued in the amount of £86,298 (2023: £48,311).


  










  

Administrator

 

  










  

Under the Administration agreement dated 15 October 2021, Imperium Fund Services Limited provides secretarial, directors and administration services to the Company and is entitled to remuneration and reimbursement of expenses as may be determined from time to time by the parties.


  










  

VSA Engagement Letter

 

  










  

Under the engagement letter dated 7 October 2021, the Company appointed VSA Capital Limited to act as its Corporate Adviser for the purposes of seeking admission of the Company's shares to trading on the Access Segment of the Growth Market operated by Aquis Exchange Limited, for which the Company agreed to pay VSA Capital Limited £40,000 plus any applicable VAT.


  










  

AQSE Corporate Adviser Agreement

 

  










  

Under the AQSE Corporate Adviser agreement dated 7 October 2021, the Company has appointed VSA Capital Limited to act as corporate adviser and broker to the Company on an on-going basis following admission of the Company's shares to trading on the AQSE, for which the Company agreed to pay VSA Capital Limited a fee of £40,000 plus any applicable VAT per annum payable quarterly in advance.


  










  

Registrar

 

  










  

The Company utilises the services of MUFG Corporate Markets (Guernsey) Limited (prior to name change known as Link Market Services (Guernsey) Limited) as a registrar in relation to the transfer and settlement of its issued shares. Under the terms of the Registrar Agreement, the Registrar is entitled to an annual fee of £3,969 per annum. In addition, the Registrar is entitled to remuneration as may be determined from time to time by the parties. Additional remuneration of £2,179 (2023: £2,448) was paid during the year.


  










6

Earnings per share

 





  










  

Earnings per share is calculated by dividing the profit or loss for the period by the weighted average number of ordinary shares in issue during the period.


  






31 December 2024

 

31 December 2023

 

  






£

 

£

 

  

Total profit and comprehensive income for the year

281,871


371,883


  










  

Weighted average number of shares in issue

2,365,606


2,349,972


  










  

Basic earnings per share

0.1192


0.1582


  










  

Diluted weighted average number of shares in issue *

                 2,415,606


                  2,439,835

 *

  










  

Diluted earnings per share *

0.1167


                        0.1524

 *

  










  

* The prior year diluted weighted average number of shares in issue and diluted earnings per share have been restated to include the issue and expiry of warrants in the prior year.


  








 

7

Investments held at fair value through profit or loss

 




 

  





31 December 2024

 

31 December 2023

 

  





£

 

£

 

  

Cost at beginning of the year



1,875,058


1,539,035

 

  

Purchases during the year



905,788


939,321

 

  

Disposals during the year



(610,647)


(603,298)

 

  

Cost as at 31 December



2,170,199


1,875,058

 

  








 

  

Movement in fair value at beginning of the year


557,954


260,581

 

  

Movement in fair value during the year


322,505


297,373

 

  

Movement in fair value as at 31 December


880,459


557,954

 

  








 

  

Fair value at year end



3,050,658

 

2,433,012

 

  








 

  

All investments are fair valued at the year end.

 

  








 

  

The Company has committed to invest up to £3,200,000 in SuperSeed II LP, of which £1,418,634 is unfunded, inclusive of recallable distributions, as at 31 December 2024.

 

  








 

8

Trade and other receivables

 

  




31 December 2024

 

31 December 2023

 

  





£

 

£

 

  

Prepayments



7,417


4,160

 

  

Prepaid investment costs



-


178,667

 

  

Total

 


7,417

 

182,827

 

  








 

9

Trade and other payables

 

  




31 December 2024

 

31 December 2023

 

  





£

 

£

 

  

Administration fees payable



1,500


-

 

  

Audit fees payable



25,000


23,500

 

  

Legal fees payable



4,722


785

 

  

Management fees payable



12,181


5,128

 

  

Total

 


43,403

 

29,413

 

  








 

10

Loans payable credit facility

 

  





31 December 2024

 

31 December 2023

 

  





£

 

£

 

  

Loans received



460,000


50,000

 

  

Loans repaid



(385,000)


(50,000)

 

  

Loans payable



75,000


-

 

  

Loan interest accrued



60


-

 

  

Total

 


75,060

 

-

 

  








 

  

On 14 September 2022 a convertible loan note agreement was signed with SuperSeed Ventures LLP, which was due to expire in September 2024. A new replacement convertible loan note agreement was signed on 21 June 2024. The loan facility, which has a maximum term of 2 years, has an aggregate principal amount of notes outstanding at any time limited to £1,000,000.

 

  








 

  

The notes when issued and outstanding shall rank pari passu, equally and rateably, without discrimination or preference among themselves and as obligations of the Company.

 

  








 

  

Until the notes are repaid by the Company or converted into Shares, in each case in accordance with the provisions of this Instrument, interest shall accrue and be paid on the principal amount of the notes outstanding at the rate of SONIA plus 10% per annum.

 

  








 

  

All outstanding notes shall automatically convert into fully paid Shares of the class set out below at the Conversion Price on written notice of the noteholder. The noteholder shall have the right to serve a Conversion Notice on the Company at any time to convert some or all of the notes outstanding into fully paid Ordinary Shares at a price of £1.30 per Share.

 

  








 

11

Financial risk management

 

  








 

  

The Company's activities expose it to a variety of financial risks including credit risk, liquidity risk, and the market risks of interest rate risk, price risk and foreign currency risk. The Company uses different methods to measure and manage the various types of risk to which it is exposed. These methods are explained below.

 

  








 

  

a)

Credit risk

 





 

  








 

  


Credit risk refers to the risk that the counterparty to a financial instrument will default on its contractual obligations that it has entered into with the Company resulting in financial loss to the Company. At 31 December 2024, the major financial assets which were exposed to credit risk are cash and cash equivalents, investments (see note 7) and trade and other receivables (see note 8). The maximum exposure to credit risk is represented by the carrying value of each financial asset recognised in the statement of financial position. The Company has no overdue financial assets as at the year end.

 

  








 

  


The table below shows the cash balance at the reporting date and the Standard & Poor's credit rating for the counterparty as at 2 March 2025.

 

  





Rating

 

Carrying Amount

 

  







31 December 2024

 

  


HSBC UK Bank plc



A+


27,870

 

  








 

  

b)

Liquidity risk






 

  








 

  


Liquidity risk is the risk that the Company will encounter difficulty in meeting  its obligations arising from financial liabilities. At 31 December 2024 the Company had £27,870 in cash balances. Financial liabilities consist of trade and other payables (see note 9) and loan balance (see note 10).

 

  








 

  


The following table details the Company's expected maturity for its financial liabilities as at 31 December 2024:

 

  








 

  



Total

 

Less than

 

More than

 

  



31 December 2024

 

3 months

 

12 months

 

  



£

 

£

 

£

 

  


Financial liabilities

 





 

  


Trade and other payables

43,403


43,403


-

 

  


Loans payable

75,060


75,060


-

 

  



118,463

 

118,463

 

-

 

  








 

  


The Company's investments will be, by their nature, illiquid. As a result the Company may not be able to liquidate quickly any part of its investment at an amount close to fair value.

 

  








 

  


In order to meet ongoing liquidity requirements, the Company may incur borrowings, issue new share capital or sell assets in order to realise their value.

 

  








 

  

c)

Market risk

 





 

  








 

  


i)   Interest rate risk

 





 

  








 

  


Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk as it has current account balances.

 

  








 

  


The Company's only interest bearing liabilities are the loans as detailed in note 10. As these are all short term the Company considers interest rate risk, in respect of financial liabilities to be minimal. The Company monitors market interest rates and will place interest bearing assets at best available rates but also taking into consideration the counterparty's credit rating and financial position.

 

  








 

  


During the year, the interest received on current accounts and deposit accounts was immaterial, and therefore no sensitivity analysis has been provided.

 

  








 

  


ii)  Price Risk

 





 

  








 

  


The Company's investments will be susceptible to market price risk arising from the business and financial uncertainties facing individual underlying portfolio companies. The value of investments may fall as well as rise and consequently the Company may not be able to return all or any of the investment made by shareholders. To manage market price risk, the Investment Manager will review the performance of the underlying portfolio companies and will be in regular contact with the management of the underlying portfolio companies for business and operational matters.

 

  










 

  


The table below summarises the sensitivity of the Company's investments. It is based upon the assumption that the investments increase or decrease by 10% with all the other variables held constant. The Directors feel that 10% best represents the margin of price risk associated to the activity of the Company.

 

  










 

  









2024

 

  









£

 

  


Effect on net assets attributable to investments of an increase in the index

        305,066

 

  


Effect on net assets attributable to investments of a decrease in the index

(305,066)

 

  










 

  


iii)

Foreign currency risk

 

  










 

  


As all monetary assets and liabilities and all transactions of the Company are denominated in its functional currency, the Company is not exposed to significant foreign currency risk.

 

  










 

  

Financial investments measured at fair value

 

  










 

  

IFRS 13 requires disclosure of fair value measurements by level of the following fair value hierarchy:

 

  










 

  

Level 1 -

Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

 

  

Level 2 -

Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and,

 

  

Level 3 -

Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

 

  










 

  

The Company's investments have been classified within Level 3 as these investments are valued based on unobservable inputs and trade infrequently or not at all.

 

  










 

  

The following table presents the investments carried on the Statement of Financial Position by level within the valuation hierarchy as at 31 December 2024.

 

  










 

  

31 December 2024

Level 1

Level 2

Level 3

Total

 

  






£

£

£

£

 

  

Investments


               -  

                -  

3,050,658

3,050,658

 

  










 

  

There have been no transfers between levels during the year. Due to the nature of the investments, they are always expected to be classified under Level 3.

 

  










 

  

Note 7 shows a reconciliation of all movements in the fair value of investments categorised within Level 3 between the beginning and the end of the reporting year.

 

  










 

  

The Company's investment into SuperSeed II LP is measured at the net asset value of the Company's investment at year end. The investment in Duel Holdings has been valued at fair value and in Kluster Enterprises Limited at recent round of financing.

 

  










 

  

SuperSeed II LP's investments are valued in accordance IPEV valuation guidelines, including valuing investments at the price at which third party capital has recently been raised, comparative industry price earnings ratios discounted for marketability and performance of the investment, and net asset valuations for asset based investments.

 

  










 

  

A reasonably possible change in the net asset value used +/-10.0% would result in:

 

  

-

An increase in carrying value of GBP 224,757 or 8% (+10%)

 

  

-

A decrease in carrying value of GBP (224,757) or -8% (-10%)

 

  










 

  

A reasonably possible change in the recent capital raising price used +/-10.0% would result in:

 

  

-

An increase in carrying value of GBP 80,309 or 3% (+10%)

 

  

-

A decrease in carrying value of GBP (80,309) or -3% (-10%)

 

  










 

12

Share Capital

 





 

  










 

  






31 December 2024

31 December 2023

 

  



Number

£

Number

£

 

  

Authorised:





 

  

Ordinary Shares of no par value

Unlimited

Unlimited

Unlimited

Unlimited

 

  










 

  

Issued:








 

  

Allotted and paid up Ordinary Shares of no par value

2,365,606

2,369,743

2,365,606

2,369,743

 

  










 

  

On 21 June 2024, 100,000 warrants in the Company were issued with an exercise price of 120p. Each warrant shall entitle the warrant holder (VSA Capital Limited) to subscribe in cash for one share at the exercise price. Each warrant was exercisable at any time during the subscription period on or prior to the expiry date, which was 21 December 2024.

 

  










 

  

The subscription rights shall automatically lapse and be of no further effect if they have not been exercised by the expiry date. As at 21 December 2024 the warrants had not been exercised and thus lapsed. There were no warrants outstanding at the year end.

 

  










 

  

Shares issued pursuant to the exercise of a warrant will rank in full for all dividends and other distributions declared, made or paid after the relevant exercise date and rank pari passu in all other respects with the shares in issue at that date.

 

  










 

  

Ordinary shareholders are entitled to vote at the general meeting of the Company, to receive dividends and to participate in the results of the Company.

 

  










 

13

Capital risk management

 

  










 

  

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

  










 

  

Management assesses the Company's capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. This takes into account the warrants and convertible loan note. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. As at 31 December 2024, in addition to the equity, £75,000 of convertible loan notes were outstanding. As the expectation at the year-end was for these to be repaid rather than converted, they have been reflected in current liabilities (note 10).

 

  










 

14

Related parties

 

  










 

  

Joseph Truelove, Andrew Hatton and Mads Jensen were Directors of the Company during the year. Colette Taylor was Alternate Director to Andrew Hatton during the year.

 

  










 

  

Joseph Truelove earned £20,000 in the year ended 31 December 2024 (2023: £18,000 ), £nil of which was outstanding at the year-end (2023: £nil).

 

  










 

  

Andrew Hatton and Colette Taylor are employees and Directors of the Administrator, whose services include the provision of the directorship and alternate directorship. During the year ended 31 December 2024, the Company incurred £32,406 (2023: £30,450) of administration fees of which £1,500 was outstanding at the year-end (2023: £nil).

 

  










 

  

Mads Jensen is Managing Partner of the Investment Manager, management fees for the year were £7,054 (2023: £5,128) (see Note 5). He  has waived any director fees payable to himself.  He holds 604,797 (2023: 604,797) shares in the Company via nominee.

 

  










 

  

During 2024 a total of £1,300,000 (2023: £1,000,000) capital commitment in SuperSeed II LP was transferred from the Company to SuperSeed Ventures LLP for a combined consideration of £724,679 (2023: £299,833).

 

  










 

  

Please refer to note 10 of the financial statements for related party transactions with SuperSeed Ventures with respect to credit facility arrangements.

 

  










 

15

Ultimate controlling party

 

  










 

  

In the opinion of the Directors the ultimate controlling party is Mads Jensen.

 

  










 

16

Events after the end of the reporting period

 

  










 

  

On 24 January 2025 the Company drewdown a further £50,000 on the loan facility. This, along with the balance as detailed in note 10 was repaid, with interest, on 14 February 2025.

 

  










 

  

On 27 January 2025 the Company invested a further £41,348 of its commitment in SuperSeed II LP.

 

  










 

  

On 14 February 2025 the Company sold £280,000 of its commitment in SuperSeed II LP to the investment manager SuperSeed Ventures LLP for £206,416.

 

  










 

  

On 17 February 2025 the Company invested a further £70,123 of its commitment in SuperSeed II LP.

 

  










 

  

On 28 March 2025 the Company drewdown a further £260,000 on the loan facility, which is due for repayment on 30 June 2025.

 

  










 

  

On 28 March 2025 the Company invested a further £220,748 of its commitment in SuperSeed II LP.

 

  










 

  

There are no further subsequent events to note.

 

  










 
























 

 

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