Half-year Report
30/06/2025 14:18
RNS Number : 0271P
Capai PLC
30 June 2025
30 June 2025
capAI Plc
(the "Company")
Interim Results for the six-month period ended 31 March 2025
capAI plc (LSE: CPAI) is pleased to announce its unaudited interim results for the six-month period ended 31 March 2025.
For further information, please contact:
Company:
capAI plc hello@capaiplc.com
Broker Enquiries:
Peterhouse Capital Limited Tel: +44 (0) 207 469 0930
Chairman's Statement
The period under review marked a phase of exceptional activity and transformation for the Group.
I am absolutely delighted with the progress made, and the Group ends the period as a significantly improved and fundamentally different entity from the one that began it. Encouragingly, momentum has continued post period-end, with further progress already underway that positions the Group well for future value creation.
On 16 October 2024, I was appointed as Executive Chairman and immediately set about streamlining and strengthening the Company's affairs, resolving legacy matters, and establishing a strong foundation for future strategic growth.
Shortly thereafter, on 17 October 2024, the Company raised £150,000 through a combination of a £98,500 placing at £0.00025 per share and the issue of £51,500 of convertible loan notes. Each share and convertible loan note carried a warrant exercisable at £0.000375 for three years, and all existing warrants were re-priced to that level to ensure consistency and increase the likelihood of exercise based on the prevailing share price at that time. I participated in the October 2024 placing, investing £37,500, demonstrating personal financial commitment to the Company's transformation. The convertible loan notes were subsequently converted, and the resulting shares were admitted to trading on 7 and 11 April 2025.
On 29 January 2025, the Board announced a strategic repositioning of the Group to focus exclusively on the Artificial Intelligence ("AI") space, with a view to delivering significant capital growth. As part of this transformation, the Company changed its name to capAI plc (LSE: CPAI), effective from 4 February 2025.
To support this new direction, the composition of the Board was refreshed. Marcus Yeoman and Sarah Davy were appointed to the Board, while Paul Gazzard stepped down.
To further align management with shareholder value creation, share options were granted to Sarah Davy and me on 29 January 2025, subject to vesting conditions based on continued service and share price performance.
On 12 March 2025, we announced the proposed appointment of Professor Ronjon Nag to the Board as an Executive Director. His appointment represented a major milestone for the Company, bringing on board a globally recognised AI investor, inventor, and entrepreneur with over 40 years of experience. Professor Nag has cultivated deep, long-standing relationships with world-leading institutions including Stanford University, MIT, UC Berkeley, and Cambridge University. He is the Founder and Managing Director of R42, a Silicon Valley-based investment group focused on the invention and backing of AI, longevity, and deep tech ventures. Professor Nag formally joined the Board on 1 April 2025.
Since my appointment in October 2024, I have not accrued or received any salary, and both Professor Nag and I have agreed to forego fixed remuneration in favour of performance-linked remuneration. On the same date, I was therefore granted additional share options, while Professor Nag received new performance-based options. Both awards are subject to conditions relating to continued service and share price appreciation.
To support the repositioning, the Company announced a conditional fundraise of £275,000 at £0.0004 per share, representing a 6.7% premium to the closing mid-market price on 11 March 2025. The fundraise was conditional on shareholder approval at the Annual General Meeting on 31 March 2025 and the admission of the shares to the Official List and to trading on the Main Market. Current and prospective Directors subscribed for £112,500, demonstrating strong internal alignment. Each share carried a warrant exercisable at £0.0008 for one year. Following AGM approval and completion of the listing process, the shares were admitted to trading on 7 April 2025.
Principal Risks and Uncertainties
As at 31 March 2025, the Group was executing its refined AI-led strategy under a refreshed leadership team, supported by a recent fundraising. The Board continues to monitor and manage risks actively.
Key risks for the remainder of the financial year include:
Strategic and Execution Risk: Delivery of the Group's AI strategy depends on identifying and developing quality opportunities, structuring ventures effectively, and scaling efficiently. Operational complexity and disciplined execution remain central priorities.
Key Personnel Risk: The Group's progress is closely tied to its small senior team, particularly Professor Nag. The loss of key individuals could impact delivery. This is mitigated through share options and robust governance.
Funding and Market Risk: While the Group had sufficient resources at the period end, this position was further strengthened post period-end through the receipt of proceeds from a placing and the exercise of warrants. The Board is on record as being disciplined and measured in its approach to dilution, seeking to balance funding needs with shareholder value. Nonetheless, future funding may be required to support the growth of projects. The Group recognises that investor sentiment and broader economic conditions may influence access to capital.
Regulatory and Related Party Risk: The Company is subject to the UK Listing Rules, Market Abuse Regulation, and Disclosure and Transparency Rules ("DTR"). Related party matters, especially regarding the strategic alliance with R42, are subject to clear procedures and oversight by independent directors.
Going Concern: The Board considers it appropriate to adopt the going concern basis, while remaining mindful of future delivery milestones and capital planning.
Financial Risk: The Group had limited borrowings at period end, comprising outstanding convertible loan notes which were subsequently converted in April 2025. Liquidity was managed conservatively to support operations and strategic objectives.
Post-Period Update: Following the period-end, the Group formally launched its AI operating strategy and entered into a strategic alliance with R42. While this enhances access to innovation and execution capability, it introduces partnership and delivery risk, which remains under close Board oversight.
Financial Review
The Group did not generate revenue during the period, reflecting its strategic repositioning toward the AI space.
The loss before taxation for the six-month period ended 31 March 2025 was £136,946 (six-month period ended 31 March 2024: profit of £198,326), primarily due to administrative expenses. The prior period profit resulted from a one-off write-back of loans and debts totalling £237,509.
Administrative expenses of £137,062 (six-month period ended 31 March 2024: £39,183) were incurred during the period, mainly in connection with maintaining the Company's listing on the Official List and supporting ongoing operations. These costs included regulatory and professional fees, consultancy services, D&O insurance, non-executive director fees, and executive director share-based remuneration.
Cash and cash equivalents as at 31 March 2025 stood at £101,101, up from £13,043 as at 31 March 2024, an increase due to fundraising during the period. This position has been further strengthened post period-end by the completion of a £275,000 conditional placing (of which £61,000 had been received on account as at 31 March 2025) and gross proceeds of £191,523 from warrant exercises.
The Directors remain confident in the Group's ability to continue as a going concern, supported by successful fundraisings and ongoing strategic developments.
Directors
The Directors of the Company during the period ended 31 March 2025 and after the period-end were:
Professor Ronjon Nag (appointed on 1 April 2025)
Richard Andrew Edwards (appointed on 16 October 2024)
Sarah Jane Davy (appointed on 29 January 2025)
Marcus Yeoman (appointed on 29 January 2025)
Paul Terence Gazzard (resigned on 29 January 2025)
Related Party Disclosures
Details of Director participation in fundraisings, share option grants, and related party transactions are disclosed in the Chairman's Statement and are further explained in the notes to the interim financial statements.
Directors' Responsibility Statement
The Directors confirm to the best of their knowledge:
· the interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as adopted by the EU;
· the interim financial statements give a true and fair view of the assets and liabilities, financial position and loss of the Group;
· the Interim Report includes a fair review of the information required by DTR 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and their impact on the interim financial information, and a fair description of the principal risks and uncertainties for the remaining six months of the year; and
· the interim financial information includes a fair review of the information required by DTR 4.2.8R, being the information required on related party transactions.
Subsequent Events
Since the period-end, several significant developments have taken place to advance the Group's AI-led strategy.
On 1 April 2025, Professor Ronjon Nag was appointed to the Board as an Executive Director.
The conditional fundraising of £275,000, announced on 12 March 2025, became unconditional. The shares were admitted to trading on 7 April 2025. Shares were also issued on conversion of outstanding convertible loan notes, admitted on 7 and 11 April 2025 respectively. This included the issue of shares in settlement of professional fees.
On 14 April 2025, the Group announced a strategic framework: Identify, Incubate, and Invent, designed to drive the development of transformative AI systems. This strategic approach reflects Professor Nag's deep experience and acknowledges the seismic shift in start-up creation driven by the "One-Person Unicorn" model. This concept envisions individuals, empowered by AI, building companies aspiring to billion-dollar valuations. While these ventures are rarely operated by just one person in practice, they typically begin with ultra-lean teams designed to maximise agility and innovation from the outset.
To support this direction, the Company launched refreshed branding, including a new logo and website at www.capai.group, and established an internal ecosystem to create and support new AI ventures.
On 23 April 2025, the Company announced warrant exercises for 110,728,300 ordinary shares, admitted to trading on 24 April 2025, raising gross proceeds of £41,523.
On 2 May 2025, the Company announced conditional warrant exercises for 400,000,000 shares, with expected proceeds of £150,000. To ensure timely delivery, a short-term stock loan agreement was entered into between the Company and me. As a related party transaction, I and my associates abstained from all Board and shareholder voting. The agreement was approved by independent directors, and then shareholders at a General Meeting on 28 May 2025. Following approval, shares were transferred, warrants delivered by 2 June 2025, and the loan repaid in full with an equivalent share allotment on 9 June 2025.
At the same General Meeting, the historic serious loss of capital was discussed. This legacy matter arose from earlier activities under former management and had not been formally addressed at the time. In the interest of transparency and good governance, the current Board ensured the issue was considered in line with statutory requirements under Company Law. As this related to a historical matter, the Board considered it a necessary procedural step that does not reflect the Group's ongoing repositioning or forward-looking growth plans in the AI space.
On 27 May 2025, the Group announced a strategic alliance with R42, effective from 1 June 2025, another key milestone in delivering its AI operating strategy.
Under the agreement, the Group secured preferential development rights, including a right of first refusal to jointly develop selected R42 projects. This provides shareholders with structured access to early-stage AI opportunities typically available only through private US venture channels. The Group and R42 will also collaborate to incubate external AI projects beyond their current portfolios.
While the alliance initially targets opportunities in media and medicine, it offers strategic flexibility to pursue exceptional, high-growth ventures across the broader AI landscape, reinforcing the Group's ambition to remain agile and at the forefront of innovation.
Outlook
The Board is confident in the Group's strategic direction and its ability to deliver meaningful long-term value for shareholders. The Group is progressing its three-pillar strategy to Identify, Incubate and Invent high-impact AI ventures, supported by its partnership with R42 and the proven track record of its leadership team.
The Group's core philosophy is to grow the business through high-efficiency, AI operating ventures while mitigating dilution for shareholders. This approach challenges the traditional reliance on large teams, significant capital, and lengthy development cycles, both within the day-to-day operations of capAI and in its approach to project development.
The Board extends its sincere thanks to shareholders, partners and advisers for their continued support and belief in the Group's vision.
We look forward to the journey ahead as the Board remains focused on executing the Group's strategic vision.
On behalf of the Board
Richard Edwards
Executive Chairman
30 June 2025
Consolidated Condensed Statement of Comprehensive Income
For the six-month period ended 31 March 2025
| Note | Group Unaudited Six-month period ended 31 March 2025 £ | Group Unaudited Six-monthperiod ended 31 March 2024 £ | Group Audited Year ended 30 September 2024 £ | |
| Continuing operations | ||||
| Administrative expenses | (137,062) | (39,183) | (226,866) | |
| Operating loss | (137,062) | (39,183) | (226,866) | |
| Interest receivable | 116 | - | - | |
| Write-back of loans and debts | - | 237,509 | 248,198 | |
| (Loss)/profit before taxation | (136,946) | 198,326 | 21,332 | |
| Taxation | - | - | - | |
| (Loss)/profit for the period from continuing operations | (136,946) | 198,326 | 21,332 | |
| Discontinued operations | ||||
| Profit for the period from discontinued operations | - | - | 91,380 | |
| Total comprehensive (loss)/income for the period | (136,946) | 198,326 | 112,712 | |
| Total comprehensive (loss)/income for the period attributable to: | ||||
| Equity holders of the company | (136,946) | 198,326 | 112,712 | |
| (136,946) | 198,326 | 112,712 | ||
| (Loss)/earnings per share attributable to equity owners | ||||
| Continuing operations - basic | 5 | (0.00007) | 0.0004 | 0.0002 |
| Continuing operations - diluted | 5 | (0.00003) | 0.0004 | 0.0002 |
| Discontinued operations - basic and diluted | 5 | - | - | 0.00010 |
| Note | Group Unaudited As at 31 March 2025 £ | Group Unaudited As at 31 March 2024 £ | Group Audited As at 30 September 2024 £ | |
| Assets | ||||
| Non-current assets | ||||
| Investment in subsidiaries | 3 | - | - | - |
| Current assets | ||||
| Trade and other receivables | 4 | 40,108 | 18,098 | 31,022 |
| Cash and cash equivalents | 101,101 | 13,043 | 28,329 | |
| Total assets | 141,209 | 31,141 | 59,351 | |
| Equity and liabilities | ||||
| Equity | ||||
| Share capital | 6 | 1,535,375 | 1,523,935 | 1,531,435 |
| Share premium | 7 | 2,128,673 | 1,741,613 | 2,034,113 |
| Share based payments reserve | 8 | 17,334 | 2,960 | 2,960 |
| Retained deficit | (3,776,719) | (3,554,159) | (3,639,773) | |
| (95,337) | (285,651) | (71,265) | ||
| Current liabilities | ||||
| Trade and other payables | 9 | 236,546 | 316,792 | 130,616 |
| Total equity and liabilities | 141,209 | 31,141 | 59,351 | |
| Total equity and liabilities attributable to: | ||||
| Equity holders of the company | 141,209 | 31,141 | 59,351 | |
| 141,209 | 31,141 | 59,351 |
| Share-capital- | Share-premium- | Share based-payments-reserve- | Retained-deficit- | Total-- | |
| £- | £- | £- | £- | £- | |
| Balance as at 1 October 2023 | 616,243 | 1,249,305 | 2,960 | (3,752,485) | (1,883,977) |
| Profit for the period | - | - | - | 198,326- | 198,326 |
| Total comprehensive income for the period | - | - | - | 198,326- | 198,326 |
| Issue of ordinary shares | 907,692 | 492,308 | - | - | 1,400,000 |
| Total transactions with owners | 907,692 | 492,308 | - | - | 1,400,000 |
| Balance at 31 March 2024 | 1,523,935 | 1,741,613 | 2,960 | (3,554,159) | (285,651) |
| Loss for the period | - | - | - | (85,614) | (85,614) |
| Total comprehensive loss for the period | - | - | - | (85,614) | (85,614) |
| Issue of ordinary shares | 7,500 | 292,500 | - | - | 300,000 |
| Total transactions with owners | 7,500 | 292,500 | - | - | 300,000 |
| Balance as at 30 September 2024 | 1,531,435 | 2,034,113 | 2,960 | (3,639,773) | (71,265) |
| Loss for the period | - | - | - | (122,572) | (122,572) |
| Share-based payment expense | - | - | 14,374 | (14,374) | -- |
| Total comprehensive loss for the period | - | - | 14,374 | (136,946) | (122,572) |
| Issue of ordinary shares | 3,940 | 94,560 | - | - | 98,500 |
| Total transactions with owners | 3,940 | 94,560 | - | - | 98,500 |
| Balance as at 31 March 2025 | 1,535,375 | 2,128,673 | 17,334 | (3,776,719) | (95,337) |
| Group- Unaudited- Six-month- period ended- 31 March- 2025- £- | Group Unaudited Six-month period ended 31 March 2024 £ | Group Audited Year ended 30-September2024 £ | |
| Operating activities | |||
| (Loss)/profit before taxation | (136,946) | 198,326- | 112,712- |
| Share-based payment expense | 14,374- | -- | --- |
| Write-back of loans and debts | --- | (237,509) | (340,946) |
| (Increase)/decrease in trade and other receivables | (9,086)- | (17,564) | (30,488) |
| Increase/(decrease) in trade and other payables | 105,930- | 53,140- | (69,599) |
| Net cash used in operating activities | (25,728) | (3,607) | (328,321) |
| Cash flows from financing activities | |||
| Proceeds from issue of shares | 98,500- | -- | 300,000- |
| Loans received | --- | -- | 40,000- |
| Net cash generated from financing activities | 98,500- | -- | 340,000- |
| Cash flows from investing activities | |||
| Net cash generated from investing activities | --- | --- | -- |
| Net increase/(decrease) in cash and cash equivalents in period | 72,772- | (3,607) | 11,679- |
| Cash and cash equivalents at beginning of period | 28,329- | 16,650- | 16,650- |
| Cash and cash equivalents at end of period | 101,101- | 13,043- | 28,329- |
| Group Unaudited As At 31 March 2025 | Group Unaudited As at 31 March 2024 | Group Audited As at 30 September 2024 | |
| £ | £ | £ | |
| Investments in subsidiaries | - | - | - |
| Group Unaudited As At 31 March 2025 | Group Unaudited As at 31 March 2024 | Group Audited As at 30 September 2024 | |
| £ | £ | £ | |
| Other receivables, including prepayments | 40,108 | 18,098 | 31,022 |
| 40,110 | 18,099 | 31,022 |
| Group- Unaudited- As at- 31 March- 2025- | Group Unaudited As at 31 March 2024 | Group Audited As at 30 September 2024 | |
| £- | £ | £ | |
| (Loss)/profit on continuing operations | (136,946) | 198,326 | 21,332 |
| Profit on discontinued operations | -- | - | 91,380 |
| Total comprehensive (loss)/income attributable to equity holders of the Group | (136,946) | 198,326 | 112,712 |
| Weighted average number of shares in issue - expressed in thousands | |||
| Basic | 2,063,525- | 498,171 | 923,869 |
| Diluted | 5,108,272- | 498,171 | 923,869 |
| Basic and diluted (loss)/earnings per share | |||
| Continuing operations - basic | (0.00007) | 0.0004 | 0.00002 |
| Continuing operations - diluted | (0.00003) | 0.0004 | 0.00002 |
| Discontinued operations - basic and diluted | -- | - | 0.00010 |
| Ordinary shares Allotted, issued and fully paid | Number of Shares | Share Capital |
| Number | £ | |
| As at 1 October 2023 | 616,243,164 | 616,243 |
| Share consolidation and subdivision into deferred shares | (554,618,848) | (554,619) |
| 61,624,316 | 61,624 | |
| Shares issued (admitted on 18 January 2024) | 7,692,307 | 7,692 |
| Shares issued (admitted on 5 March 2024) | 900,000,000 | 900,000 |
| As at 31 March 2024 | 969,316,623 | 969,316 |
| Subdivision into deferred shares | - | (959,623) |
| 969,316,623 | 9,693 | |
| Shares issued (admitted on 19 April 2024) | 750,000,000 | 7,500 |
| As at 30 September 2024 | 1,719,316,623 | 17,193 |
| Shares issued (admitted on 24 October 2024) | 394,000,000 | 3,940 |
| As at 31 March 2025 | 2,113,316,623 | 21,133 |
| Deferred shares Allotted, issued and fully paid | Number of Shares | Share Capital |
| Number | £ | |
| As at 1 October 2023 | - | - |
| Subdivision from ordinary shares | 61,624,316 | 554,619 |
| As at 31 March 2024 | 61,624,316 | 554,619 |
| Subdivision from ordinary shares | 969,316,623 | 959,623 |
| As at 30 September 2024 and 31 March 2025 | 1,030,940,939 | 1,514,242 |
| Ordinary and deferred shares Allotted, issued and fully paid | Group Unaudited As at 31 March 2025 | Group Unaudited As at 31 March 2024 | Group Audited As at 30 September 2024 |
| £ | £ | £ | |
| Ordinary shares | 21,133 | 969,316 | 17,193 |
| Deferred shares | 1,514,242 | 554,619 | 1,514,242 |
| 1,535,375 | 1,523,935 | 1,531,435 |
| Ordinary shares Allotted, issued and fully paid | Share Premium |
| £ | |
| As at 1 October 2023 | 1,249,305 |
| Shares issued (admitted on 18 January 2024) | 492,308 |
| Shares issued (admitted on 5 March 2024) | - |
| As at 31 March 2024 | 1,741,613 |
| Shares issued (admitted on 19 April 2024) | 292,500 |
| As at 30 September 2024 | 2,034,113 |
| Shares issued (admitted on 24 October 2024) | 94,560 |
| As at 31 March 2025 | 2,128,673 |
| Number of Warrants | |
| Number | |
| As at 1 October 2023 | - |
| Warrants issued for services provided (expiry on 5 March 2027) | 29,079,499 |
| As at 31 March 2024 | 29,079,499 |
| Warrants issued pursuant to a placing of Ordinary Shares (expiry on 17 May 2027) | 750,000,000 |
| Warrants issued for services provided (expiry on 5 March 2027) | 22,500,000 |
| As at 30 September 2024 | 801,579,499 |
| Warrants issued pursuant to a placing of Ordinary Shares (expiry on 29 October 2027) | 600,000,000 |
| Warrants issued for services provided (expiry on 5 March 2027) | 18,000,000 |
| As at 31 March 2025 | 1,419,579,499 |
| Number of Options | |
| Number | |
| As at 1 October 2023, 31 March 2024 and 30 September 2024 | -- |
| Directors' options (granted on 29 January 2025) | 500,000,000 |
| Directors' options (granted on 12 March 2025) | 1,875,000,000 |
| As at 31 March 2025 | 2,375,000,000 |
| Richard Edwards | Sarah Davy | Total | Share Price Hurdle | Vesting condition |
| Number | Number | Number | £ | |
| 160,000,000 | 40,000,000 | 200.000.000 | £0.0005 | Continuous employment |
| 120,000,000 | 30.000.000 | 150,000,000 | £0.0010 | 6 months continuous employment |
| 120,000,000 | 30,000,000 | 150,000,000 | £0.0015 | 12 months continuous employment |
| 400,000,000 | 100,000,000 | 500,000,000 |
| Richard Edwards | Professor Ronjon Nag | Total | Share Price Hurdle | Vesting condition |
| Number | Number | Number | £ | |
| 125,000,000 | 500,000,000 | 625,000,000 | £0.0005 | Continuous employment |
| 125,000,000 | 500.000.000 | 625,000,000 | £0.00125 | 6 months continuous employment |
| 125,000,000 | 500,000,000 | 625,000,000 | £0.0030 | 12 months continuous employment |
| 375,000,000 | 1,500,000,000 | 1,875,000,000 |
| Granted on 5 March 2024 | Granted on 19 April 2024 | Granted on 24 October 2024 | |
| Warrant life (years) | 3 | 3 | 2.375 |
| Risk free rate (%) | 5.25% | 5.25% | 5.00% |
| Expiry date | 5 March 2027 | 5 March 2027 | 5 March 2027 |
| Exercise price at grant (£) | £0.001 | £0.001 | £0.000375 |
| Expected volatility (%) | 20% | 20% | 20% |
| Expected dividend yield | -- | -- | -- |
| Share price at grant (£) | £0.000525 | £0.000350 | £0.000310 |
| Granted on 29 January 2025 | Granted on 12 March 2025 | |
| Options life (years) | 3 | 3 |
| Risk free rate (%) | 4.75% | 4.50% |
| Expiry date | N/A | N/A |
| Exercise price at grant (£) | £0.000315 | £0.00001 |
| Expected volatility (%) | 20% | 20% |
| Expected dividend yield | -- | -- |
| Share price at grant (£) | £0.000315 | £0.000375 |
| Fair Value | Charge- Six-month- period ended- 31 March- 2025 | |
| £ | £ | |
| Directors' options (granted on 29 January 2025) | 32,343 | 1,831 |
| Directors' options (granted on 12 March 2025) | 686,743 | 12,543 |
| 719,086 | 14,374 |
| Group Unaudited As at 31 March 2025 | Group Unaudited As at 31 March 2024 | Group Audited As at 30 September 2024 | |
| £ | £ | £ | |
| Trade and other payables | 89,878 | 115,703 | 88,516 |
| Other creditors | 117,243 | 81,089 | - |
| Accruals | 29,425 | 120,000 | 42,100 |
| 236,546 | 316,792 | 130,616 |