REG - capAI PLC - Final Results
30/01/2026 13:30
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RNS Number : 1448R capAI PLC 30 January 2026
capAI plc
Annual Report and Financial Statements
For the year ended 30 September 2025
REGISTERED NUMBER 07611240
TABLE OF CONTENTS
Company Information (#_Toc220669390) (#_Toc220669390)
Chairman's Statement (#_Toc220669391) (#_Toc220669391)
Strategic Report (#_Toc220669392) (#_Toc220669392)
Directors' Report (#_Toc220669393) (#_Toc220669393)
Directors' Remuneration Report (#_Toc220669394) (#_Toc220669394)
Corporate Governance Report (#_Toc220669395) (#_Toc220669395)
Statement of Directors' Responsibilities (#_Toc220669396) (#_Toc220669396)
Independent Auditor's Report (#_Toc220669397) (#_Toc220669397)
Consolidated Statement of Comprehensive Income (#_Toc220669398)
(#_Toc220669398)
Consolidated Statement of Financial Position (#_Toc220669399) (#_Toc220669399)
Consolidated Statement of Changes in Equity (#_Toc220669400) (#_Toc220669400)
Consolidated Statement of Cash Flows (#_Toc220669401) (#_Toc220669401)
Company Statement of Financial Position (#_Toc220669402) (#_Toc220669402)
Company Statement of Changes in Equity (#_Toc220669403) (#_Toc220669403)
Company Statement of Cash Flows (#_Toc220669404) (#_Toc220669404)
Notes to the Financial Statements (#_Toc220669405) (#_Toc220669405)
Company Information
Directors Professor Ronjon Nag (appointed on 1 April 2025)
Richard Andrew Edwards (appointed on 16 October 2024, resigned on 16 December
2025)
Sarah Jane Davy (appointed on 29 January 2025)
Marcus Yeoman (appointed on 29 January 2025)
Paul Terence Gazzard (resigned on 29 January 2025)
Geoffrey Gilbert Dart (resigned on 16 October 2024)
John Frame Allardyce (appointed on 16 December 2025)
Company Secretary OHS Secretaries Limited
107 Cheapside
London
EC2V 6DN
Registered Office 9 Innovation Place
Douglas Drive
Godalming
Surrey
GU7 1JX
Legal Advisers Orrick, Herrington & Sutcliffe (UK) LLP
107 Cheapside
London
EC2V 6DN
Independent Auditor Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
Broker AlbR Capital Limited
80 Cheapside
London
EC2V 6DZ
Registrar Computershare Investor Services plc
The Pavillions
Bridgwater Road
Bristol
BS13 8AE
Registered Number 07611240
Company Website www.capai.group
Chairman's Statement
For the year ended 30 September 2025
I am pleased to present the Annual Report and Financial Statements of capAI
plc for the year ended 30 September 2025.
Having joined the Board on 1 April 2025 and recently assumed the role of
Executive Chairman, I am encouraged by the pace and substance of progress
achieved in a relatively short period. While the Group remains at an early
stage of execution, the year under review marked a clear turning point, with
decisive action taken to reset the Company's direction and establish a
stronger platform for growth.
During the year, the Group repositioned itself as an AI-focused operating
group with a clearer operating model, strengthened governance and sharper
strategic focus. The Board has prioritised AI-enabled opportunities across
media, medicine and longevity, while retaining the flexibility to pursue other
AI-led opportunities aligned with the Group's capabilities. Our objective is
to build a diversified portfolio of AI assets over time, supported by
disciplined capital allocation and a strong emphasis on directing resources
into project development.
In the early part of the year, under the leadership of Richard Edwards as
Executive Chairman, the Board focused on resolving legacy matters, simplifying
the Company's affairs and restoring operational momentum. In October 2024, the
Company completed a £150,000 fundraising through a placing and convertible
loan notes, each accompanied by warrants. Richard's participation reflected
strong alignment with shareholders. The loan notes were subsequently
converted, with the resulting shares admitted to trading in April 2025.
Following a comprehensive strategic review, the Board formally announced in
January 2025 its decision to focus exclusively on opportunities within the AI
space. The Board believes that AI represents a significant long-term growth
theme across multiple sectors. In line with this strategic shift, the Company
changed its name to capAI plc in February 2025.
The Board was refreshed during the year to support this new direction. Marcus
Yeoman and Sarah Davy joined the Board, bringing additional capital markets,
governance and operational experience, while Paul Gazzard stepped down. I
joined the Board as an Executive Director on 1 April 2025, bringing experience
from over four decades at the intersection of AI, technology and venture
creation, including as Founder and Managing Director of R42, a Silicon
Valley-based AI, longevity and deep-technology investment group. In May
2025, the Company entered into an Alliance Agreement with R42, which provides
a framework for close collaboration between the parties in the development of
AI-enabled projects.
Alignment between management and shareholders remained a core focus throughout
the year. Directors' remuneration was structured with an emphasis on cost
discipline, performance-linked incentives and long-term equity alignment.
In March 2025, the Company announced a £275,000 conditional fundraising at a
premium to the prevailing market price, which was subsequently approved by
shareholders. Directors subscribed for a significant proportion of the raise.
The proceeds strengthened the Group's balance sheet and provided additional
flexibility to execute the strategy.
During the year, the Group incorporated capMedia, Inc. in the United States,
reflecting the strategic importance of the US and Silicon Valley as centres of
AI innovation and investment. Following the year end, the Group implemented a
share consolidation, completed the soft launch of Author42, its first
AI-enabled product initiative, and commenced trading of its shares on the OTC
market in the United States. CapMedical, Inc was also incorporated as a
vehicle for the Group's medical and longevity initiatives.
Post year end, Richard Edwards stepped down from the Board, and I was
appointed Executive Chairman. I would like to thank Richard for his vision and
leadership, and for driving the strategic repositioning that underpins the
Group's current direction. Jack Allardyce also joined the Board as Executive
Director and is well placed to bring additional energy, capability and focus
as the Group enters its next phase, further strengthening the Board's capital
markets and corporate finance expertise.
Financially, the Group has continued to manage its resources carefully while
maintaining its public listing. While the share price has declined from levels
seen following my appointment, the Board believes that the progress made
during and after the year has materially strengthened the Group's prospects.
Our objective is to build a business where valuation increasingly reflects
underlying fundamentals rather than short-term sentiment.
Looking ahead, capAI plc is at the beginning of its execution phase. The
actions taken during the year have delivered a clearer strategy, stronger
governance and a more focused operating platform. The Board is confident that
these foundations position the Group well to pursue AI-enabled opportunities
and to build sustainable long-term value for shareholders.
I would like to thank our shareholders, advisers and my fellow Directors for
their continued support. I am committed to leading the Group for the long term
and look forward to reporting further progress as the Group continues to
execute its strategy.
Professor Ronjon Nag
Executive Chairman
30 January 2026
Strategic Report
For the year ended 30 September 2025
Introduction and Business Review
The Directors present their Strategic Report for the year ended 30 September
2025.
The year under review marked a fundamental transition for capAI plc (the
"Company" or the "Group"). During the period, the Board undertook a
comprehensive strategic review which resulted in the transition of the Group
into an AI-focused operating and incubation platform, with a clearly defined
strategy, strengthened governance and a foundation designed to support
long-term value creation. This repositioning was formally announced in January
2025 and reflected the Board's view that artificial intelligence represents a
compelling long-term structural growth theme across multiple industries.
In line with this strategic shift, the Company changed its name to capAI plc
in February 2025 and refreshed the composition of the Board to ensure
appropriate leadership, expertise and governance to support execution of the
new strategy.
Business Model and Strategy
The Group's strategy is to identify, incubate and develop artificial
intelligence-led businesses, technologies and intellectual property, with a
focus on opportunities within the media, medicine and longevity sectors, while
retaining flexibility to pursue exceptional opportunities across the wider AI
and deep-tech landscape.
The Group operates an AI-focused operating and incubation model, under which
it seeks to:
· identify emerging AI opportunities and applications across its
selected verticals;
· incubate early-stage AI ventures through the provision of capital,
expertise and strategic support; and
· develop proprietary AI-enabled products and platforms, either
independently or in partnership with third parties.
The Board believes that this flexible model allows the Group to deploy capital
selectively, manage risk appropriately and scale successful initiatives over
time, while maintaining the ability to adapt to rapid technological and market
developments.
Key Developments During the Year
During the year, the Board focused on establishing the foundations required to
execute the Group's strategy.
Key developments included:
· the completion of fundraising activity to strengthen the Group's
balance sheet and provide operational runway;
· the refresh of the Board, including the appointment of Directors with
relevant capital markets, governance and artificial intelligence expertise;
· the formal repositioning of the Group to focus exclusively on
artificial intelligence opportunities;
· the appointment of Professor Ronjon Nag to the Board, bringing deep
expertise in artificial intelligence, venture creation and technology
commercialisation;
· the establishment of a strategic relationship with R42, providing
access to technical expertise, venture incubation capability and an
international AI innovation network;
· the execution of licence and option agreements relating to Author42,
Creator42 and Game42, marking the Group's transition from strategic
repositioning towards early-stage product development and commercialisation;
and
· the incorporation of capMedia, Inc in the United States, reflecting
the importance of proximity to global AI innovation, research and investment
ecosystems.
These actions were intended to ensure that the Group was appropriately
capitalised, governed and positioned to move from strategic repositioning to
disciplined execution.
Performance and Financial Position
The Group did not generate revenue during the year, reflecting its early-stage
operating and incubation focus. The total comprehensive loss attributable to
the equity holders of the Company for the year was £790,529 (profit for the
year ended 30 September 2024: £112,712).
Administrative costs were incurred primarily in connection with maintaining
the Company's public listing, professional advisory support, governance, and
activities associated with the strategic transition. The Board continues to
exercise close control over costs and remains focused on capital discipline.
As at 30 September 2025, the Group held cash and equivalents of £96,444
(£28,329 at 30 September 2024). The Group's financial position reflected its
status as an early-stage operating company. Subsequent fundraisings and
warrant exercises completed after the year end have provided further working
capital as the Group advances its strategy.
Further detail on the Group's financial performance and position is set out in
the Financial Statements and accompanying notes.
Key Performance Indicators
Given the early stage of the Group's operations, the Board considers that
traditional financial performance metrics are not yet meaningful indicators of
progress.
The principal key performance indicators monitored during the year included:
· maintenance of adequate cash resources;
· progress against strategic and operational milestones; and
· successful establishment of governance, leadership and operational
capability aligned to the Group's AI-focused strategy.
The Board expects that financial and operational KPIs will evolve as the Group
progresses from incubation into revenue-generating activities.
Stakeholder Engagement
The Board recognises the importance of effective engagement with the Group's
key stakeholders and considers stakeholder interests when making strategic
decisions.
Stakeholder group Engagement approach Key considerations
Shareholders RNS announcements, investor meetings, website disclosures Capital allocation, dilution, strategy, governance
Regulators & market operators Compliance, professional advisers Listing obligations, disclosure standards
Directors & key personnel Board meetings, performance-linked incentives Alignment, retention, execution capability
Advisers & suppliers Regular interaction Cost discipline, quality of advice
Partners & portfolio initiatives Direct engagement Strategic fit, execution risk
Section 172 Statement
The Directors recognise their duty under section 172(1) of the Companies Act
2006 to promote the success of the Company for the benefit of its members as a
whole.
The requirements of section 172 are for the Board to:
· consider the likely consequences of any decision in the long term;
· act fairly between the members of the Company;
· maintain a reputation for high standards of business conduct;
· consider the interest of the Group's employees;
· foster the Group's relationship with suppliers, customers and others;
and
· consider the impact of the Group's operations on the community and
the environment.
The table below summarises how key Board decisions taken during the year had
regard to stakeholder interests and long-term outcomes:
Board decision Stakeholders considered Key considerations Outcome
Strategic repositioning to AI Shareholders, regulators Long-term growth potential, market relevance Clear strategic focus established
Fundraising activity Shareholders Pricing, dilution, funding runway Strengthened balance sheet
US expansion Shareholders, partners Market access, cost discipline Enhanced strategic positioning
Signing of LOAs with R42 Shareholders Growth potential, capital requirements Potentially significant returns with limited capital requirement
Board refresh, appointment of Professor Ronjon Nag Shareholders, regulators Sector experience, governance, leadership Improved strategic focus, execution capability
The Directors believe these decisions were taken in good faith and with the
objective of promoting the long-term success of the Company.
Principal Risks and Uncertainties
The Group operates in an early-stage environment and is subject to a number of
risks and uncertainties. The Board considers the following to be the principal
risks relevant to the Group's activities:
Risk Description Mitigation
Strategic execution Failure to identify or execute suitable AI opportunities Disciplined capital deployment, Board oversight
Funding and liquidity Requirement for further funding Cost control, investor engagement
Key personnel Dependence on a small number of individuals Alignment incentives and Board depth
Technology and market Rapid technological change, competition Flexible strategy, selective focus
Regulatory and compliance Evolving AI and market regulation Adviser support, governance processes
Data & IP Data integrity, IP ownership and provenance Contractual controls, governance
Currency risk Exposure to foreign currency risk, primarily US dollars, arising from US Monitoring of foreign currency exposure and management of risk through
subsidiaries and activities conducted in the United States appropriate treasury oversight and cost discipline
US political and regulatory risk Operations and investments in the United States may be affected by changes in Monitoring developments in relevant jurisdictions, seeking advice from
political, regulatory or economic conditions professional advisers to ensure compliance and manage exposure
The Board monitors these risks on an ongoing basis.
Environmental, Social and Governance Considerations
The Group currently has a limited operational footprint. The Board nonetheless
recognises the importance of maintaining appropriate governance standards and
responsible business practices, particularly in areas such as data governance,
information security and regulatory compliance.
As the Group scales its activities, the Board intends to keep policies and
disclosures proportionate to the size and nature of the business.
Employees
The Company has fewer than 250 UK employees and is therefore exempt from the
requirement under section 414C(8A) of the Companies Act 2006 to disclose
detailed gender diversity information. During the year, the Company had one
employee (female) in addition to the directors.
Events After the Reporting Period
Following the year end, the Group completed a 10:1 share consolidation to
simplify its capital structure. The Company also commenced trading on the OTC
market in the United States.
Operationally, the Group continued to advance its artificial intelligence
strategy. A completion notice was issued in respect of Creator42, and the
Group soft-launched its first AI-enabled product, Author42, following the
successful completion of beta testing. Subsequent to the year end, the Group
incorporated capMedical, Inc, reflecting its intention to expand its AI
capabilities into medicine and longevity-focused applications.
There were also changes to the Board after the reporting period, including the
appointment of Professor Ronjon Nag as Executive Chair, strengthening the
Group's leadership as it moves into the next phase of execution.
Further detail on post-year-end events is set out in the notes to the
Financial Statements.
Outlook
The Group remains at an early stage of execution; however, the foundations
established during the year under review provide a strong platform for future
progress.
The Board's focus is on disciplined execution, advancing selected AI
initiatives and continuing to build operational capability in a measured and
capital-efficient manner. The Directors remain mindful of the risks inherent
in early-stage development and will continue to adopt a cautious approach as
the Group pursues opportunities within the artificial intelligence landscape.
This report was approved and authorised for issue by the Board and signed on
its behalf by:
Professor Ronjon Nag
Executive Chairman
30 January 2026
Directors' Report
For the year ended 30 September 2025
The Directors present their report together with the audited financial
statements of capAI plc (the "Company") and its subsidiaries (the "Group") for
the year ended 30 September 2025.
Principal Activities
During the year under review, the Group transitioned into an AI-focused
operating and incubation platform. The principal activity of the Group is now
the identification, incubation and development of AI-led businesses,
technologies and intellectual property, with the objective of delivering
long-term shareholder value.
Further detail on the Group's strategy and business model is set out in the
Strategic Report.
Listing Status
The Company was admitted to the Official List of the UK Listing Authority and
to trading on the London Stock Exchange in March 2017. Following the UK
Listing Reforms effective 29 July 2024, the Company has been mapped into the
Equity Shares (Transition) category and continues to follow the applicable
listing requirements.
Directors
The Directors of the Company who served during the year ended 30 September
2025 and up to the date of approval of these financial statements were as
follows:
Professor Ronjon Nag (appointed on 1 April 2025)
Richard Andrew Edwards (appointed on 16 October 2024, resigned post year end
on 16 December 2025)
John "Jack" Frame Allardyce (appointed on 16 December 2025)
Sarah Jane Davy (appointed on 29 January 2025)
Marcus Yeoman (appointed on 29 January 2025)
Paul Terence Gazzard (resigned on 29 January 2025)
Geoffrey Gilbert Dart (resigned on 16 October 2024)
Details of the Directors' interests in the share capital of the Company are
set out below.
Results and Dividends
The results of the Group for the year are set out in the Consolidated
Statement of Comprehensive Income.
The Directors do not propose the payment of a dividend for the year ended 30
September 2025 (2024: nil).
Directors' Remuneration
Details of Directors' remuneration for the year ended 30 September 2025 are
set out in the Directors' Remuneration Report on pages 14 to 17.
Corporate Governance
The Company has adopted a corporate governance framework which the Directors
consider appropriate for the size, complexity and stage of development of the
Group. Further details of the Company's governance arrangements, including its
voluntary adoption of the UK Corporate Governance Code (2024 edition) so far
as practicable, are set out in the Corporate Governance Report on pages 18 to
20.
Employees
In addition to the Directors, the Group had one employee during the year ended
30 September 2025, who was based in the United States (2024: none).
Greenhouse Gas Emissions
The Group's operations are currently limited in scale and are primarily
conducted through remote working arrangements. During the year, the Group had
one employee, who was based in the United States, in addition to the
Directors.
The Group consumed less than 40,000 kWh of energy during the year and
therefore qualifies as a low energy user for the purposes of the Companies Act
2006 (Strategic Report and Directors' Report) Regulations 2013. As a result,
the Group is exempt from the requirement to disclose greenhouse gas emissions
information.
Directors' Interests in Shares
Details of the beneficial interests of Directors in the ordinary share capital
of the Company as at 30 September 2025 are set out below.
Director Ordinary shares 30 September 2025
Richard Edwards* 755,793,650
Professor Ronjon Nag 125,000,000
Sarah Davy 31,250,000
On 6 October 2025, following the year end, the Company implemented a 10:1
share consolidation. The shareholdings shown above reflect the position at 30
September 2025 and are stated prior to the share consolidation.
* Aggregated holding of Richard Edwards and his wife, Charlotte Edwards and
their ISAs and SIPPs.
Board Diversity
As at 30 September 2025, the Board comprised four directors: three men and one
woman. The Board's ethnic composition comprised three directors of British
background and one director of Indian British background. During the year, the
Company had one employee (female), and senior management comprises the Board
itself.
The Company recognises the importance of diversity in Board composition and
will continue to consider diversity, including gender and ethnicity, in future
director appointments.
Substantial Shareholdings
As at 26 January 2026, the following shareholders were interested in 3% or
more of the issued ordinary share capital of the Company:
Shareholder Ordinary shares held at 26 January 2026 % of the issued ordinary share capital
Richard and Charlotte Edwards 75,579,365 19.19%
Hargreaves Lansdown (Nominees) Ltd 69,246,988 17.58%
HSDL Nominees Ltd 41,276,379 10.48%
Interactive Investor Services Nominees Ltd 38,899,044 9.88%
Barclays Direct Investing Nominees Ltd 37,063,856 9.41%
Lawshare Nominees Ltd 25,730,381 6.53%
Adrian Crucefix 21,797,521 5.53%
Sir Thomas James Hewitt Skinner BT 17,328,000 4.40%
Vidacos Nominees Ltd 14,604,562 3.71%
Professor Ronjon Nag 12,500,000 3.17%
Other below 3% 39,866,967 10.12%
Total 393,893,063 100.00%
The shareholdings shown above reflect the position at 26 January 2026 and are
stated post the 10:1 share consolidation.
Directors' and Officers' Liability Insurance
The Company has directors and officers liability insurance in place.
Provision of Information to the Auditor
So far as each of the Directors is aware at the time this report is approved:
· there is no relevant audit information of which the Group's auditor
is unaware; and
· the Directors have taken all steps that they ought to have taken to
make themselves aware of any relevant audit information and to establish that
the auditor is aware of that information.
Going Concern
After making appropriate enquiries and considering the Group's financial
position, cash resources and anticipated funding requirements, the Directors
have a reasonable expectation that the Group will be able to continue in
operational existence for a period of at least twelve months from the date of
approval of these financial statements.
The Directors note that the Group remains at an early stage of development and
may require additional funding to fully execute its strategy. This represents
a material uncertainty which may cast significant doubt on the Group's ability
to continue as a going concern. Notwithstanding this uncertainty, the
Directors consider it appropriate to prepare the financial statements on a
going concern basis.
Further detail on the Directors' assessment of going concern is set out in
note 2 to the financial statements.
Related Party Transactions
Details of related party transactions entered into by the Group during the
year are set out in note 20 to the financial statements.
Auditor
Royce Peeling Green Limited has indicated its willingness to continue in
office as auditor and a resolution to reappoint the auditor will be proposed
in accordance with section 485 of the Companies Act 2006.
Other Information
In accordance with section 414C(11) of the Companies Act 2006, the Directors
have chosen to present information of strategic importance in the Strategic
Report rather than in this Directors' Report.
In particular, the Strategic Report includes information on:
· the Group's business model and strategy;
· principal risks and uncertainties facing the Group;
· key performance indicators used by the Directors to assess
performance;
· the Group's approach to environmental, social and governance matters,
where relevant; and
· significant developments during the year and events after the
reporting period relevant to the Group's future prospects.
Subsequent Events
Details of events after the reporting period are disclosed in note 22 to the
financial statements.
This report was approved and authorised for issue by the Board and signed on
its behalf by:
Jack Allardyce
Executive Director
30 January 2026
Directors' Remuneration Report
For the year ended 30 September 2025
This Directors' Remuneration Report sets out the Group's policy on the
remuneration of Executive and Non-Executive Directors together with details of
Directors' remuneration for the year ended 30 September 2025.
The Company is listed in the Equity Shares (Transition) category of the London
Stock Exchange and is not required to comply with the statutory directors'
remuneration reporting and shareholder voting requirements applicable to
premium listed companies. Accordingly, this report is not subject to an
advisory shareholder vote.
The items included in this report are unaudited unless otherwise stated.
Remuneration Governance
The Company has established a Remuneration Committee comprising Marcus Yeoman
(Chair) and Sarah Jane Davy, both Non-Executive Directors. The Remuneration
Committee is responsible for reviewing and making recommendations to the Board
on the remuneration of Executive and Non-Executive Directors, including
salary, fees and equity-based incentives.
Given the size and stage of development of the Group, the Remuneration
Committee operates on a proportionate basis and meets as required. Executive
Directors are not members of the Remuneration Committee and do not participate
in decisions relating to their own remuneration.
The Board seeks to ensure that remuneration arrangements are proportionate,
aligned with shareholder interests and supportive of the Group's long-term
strategy and financial position.
Remuneration Policy
In setting the remuneration policy, the Board has had regard to the following
factors:
· the need to attract, retain and motivate individuals with appropriate
experience and expertise;
· the Group's size, stage of development and financial resources;
· remuneration practices of comparable companies;
· alignment of Directors' interests with long-term shareholder value
creation; and
· the need to maintain flexibility as the Group's strategy and
operations evolve.
The Board places emphasis on performance-linked remuneration and equity-based
incentives, with cash remuneration maintained at a modest level.
Remuneration Components
Cash remuneration
Executive and Non-Executive Directors may receive fees or salary for their
services. Levels of cash remuneration are determined by the Board and are
reviewed periodically.
Benefits and pensions
The Group does not operate any pension schemes for Directors and does not make
pension contributions on their behalf. No benefits in kind were provided to
Directors during the year.
Variable and equity-based remuneration
The Board may grant share options to Directors as part of long-term incentive
arrangements designed to align Directors' interests with those of
shareholders. Details of share-based payments are set out below and in the
notes to the financial statements.
Directors' Remuneration for the Year
Audited information
Directors' emoluments
The table below sets out the remuneration earned by Directors in respect of
the year ended 30 September 2025:
Director Role Cash remuneration (£)
Jack Allardyce Executive Director -
Marcus Yeoman Non-Executive Director 16,667
Sarah Davy Non-Executive Director 16,667
Professor Ronjon Nag Executive Director -
Richard Edwards Executive Director -
Paul Gazzard Non-Executive Director -
Geoffrey Dart Non-Executive Director -
Paul Terence Gazzard and Geoffrey Gilbert Dart served as Directors for part of
the financial year and did not receive any remuneration in respect of the
period. Jack Allardyce was appointed to the Board after the year end and
therefore received no remuneration during the financial year.
No Directors received bonuses, pension contributions or benefits in kind
during the year.
Share-Based Payments
The Company operates equity-settled share-based payment arrangements for
certain Directors, accounted for in accordance with IFRS 2 Share-Based
Payment. These arrangements are designed to align Directors' interests with
long-term shareholder value creation and are subject to service and
performance conditions.
Directors' Share Options
The table below summarises share options granted to Directors during the year
and outstanding at 30 September 2025:
Director Opening balance Options granted during the year Options exercised / lapsed Closing balance
Richard Edwards - 775,000,000 - 775,000,000
Professor Ronjon Nag - 1,500,000,000 - 1,500,000,000
Sarah Davy - 100,000,000 - 100,000,000
Options granted on 29 January 2025 were issued with an exercise price of
£0.000315 per share, being the closing mid-market price on the preceding
trading day. Options granted on 12 March 2025 were issued with an exercise
price of £0.00001 per share, being the nominal value of the Company's
ordinary shares at that time. Vesting of all options is subject to service
conditions and specified share price performance hurdles.
On 6 October 2025, following the year end, the Company implemented a 10:1
share consolidation. The options disclosed above reflect the position at 30
September 2025 prior to the share consolidation. Following the consolidation,
the options outstanding were adjusted in accordance with their terms,
resulting in options of 77.5 million for Richard Edwards, 150 million for
Professor Ronjon Nag and 10 million for Sarah Davy, with corresponding
adjustments to exercise prices.
Anti-dilution provisions
Certain share option awards granted to Executive Directors during the year
include anti-dilution provisions designed to maintain the relative ownership
interests of the Directors in the event that warrants outstanding at the time
of grant are subsequently exercised. Under these provisions, additional
options may be granted on substantially the same terms as the original awards
where dilution arises as a result of such exercises.
These provisions were approved by shareholders and disclosed at the time of
grant. The anti-dilution mechanism does not apply to warrants issued after the
relevant grant dates and does not represent a discretionary or automatic
increase in remuneration. Any additional options issued pursuant to these
provisions are treated as part of the original award for the purposes of
accounting and disclosure.
Performance Measures and Strategic Rationale
The share option schemes and conditional awards use share price appreciation
as the primary performance measure, aligning executive reward directly with
shareholder value creation. The hurdle prices were set to require material
share price appreciation from grant date values, ensuring that directors only
benefit from option awards if substantial shareholder value is created. This
structure directly aligns executive reward with long-term value creation for
shareholders.
The time-based vesting conditions (continuous service of 3, 6 and 12 months
for different tranches) provide an appropriate balance between incentivising
performance and retaining key personnel during a critical phase of the
Company's strategic repositioning.
Warrants
Certain Directors also hold warrants in the Company arising from their
participation in fundraising activities. These warrants do not form part of
the Directors' remuneration arrangements and are therefore not included in the
tables above.
Post year-end matters
Following the year end, Richard Edwards resigned from the Board on 16 December
2025 and was treated as a good leaver in accordance with the terms of his
option awards. As a result, two-thirds of the third vesting tranche of his
January and March 2025 options were retained, notwithstanding that the full
service condition had not been completed. The anti-dilution provisions did not
apply to the retained portion of this tranche.
Following the year end, options were granted to Jack Allardyce on terms
substantially similar to the third vesting tranche of the January and March
2025 awards. These options are disclosed as post-year-end events in note 22 to
the financial statements.
Further details of share-based payment arrangements, including valuation
methodology, key assumptions and the accounting treatment adopted, are
disclosed in note 17 to the financial statements.
Service Agreements
Executive Directors are engaged under service agreements, and Non-Executive
Directors are engaged under agreements. Each appointment is subject to
periodic review by the Board. No directors' agreements provide for notice
periods exceeding 12 months.
Details of Directors' shareholdings are set out in the Directors' Report.
Other Matters
The Group does not have any pension arrangements for Directors and has not
paid any excess retirement benefits to current or former Directors. Directors
are reimbursed for reasonable travel and other expenses incurred in the
performance of their duties.
Consideration of Shareholder Views
The Board recognises the importance of engaging with shareholders and
considers shareholder feedback when reviewing remuneration arrangements,
having regard to the Group's strategy, performance and financial position.
Approval
This Directors' Remuneration Report was approved by the Board and signed on
its behalf by:
Jack Allardyce
Executive Director
30 January 2026
Corporate Governance Report
For the year ended 30 September 2025
Introduction
The Board of Directors (the "Board") recognises the importance of high
standards of corporate governance and is committed to maintaining governance
arrangements that are appropriate to the size, complexity and stage of
development of the Group.
The Company is listed in the Equity Shares (Transition) category of the London
Stock Exchange. As such, it is not required to comply with a corporate
governance code on a "comply or explain" basis. Notwithstanding this, the
Board has elected to voluntarily adopt and apply the principles of the UK
Corporate Governance Code (2024 edition) (the "Code"), so far as it is
practicable to do so, and to provide explanations where full compliance is not
considered appropriate.
The Board considers that this principles-based and proportionate approach
provides an appropriate governance framework to support the Group's strategy,
risk profile and long-term value creation for shareholders.
Governance Evolution During the Year
During the year under review, the Company's governance framework evolved
materially. Following the refresh of the Board and the repositioning of the
Group's strategy, the Board established a number of committees to support
effective oversight, including Audit & Risk, Remuneration, Nomination and
Disclosure Committees.
The Board considers this evolution to be appropriate for the current stage of
the Group's development and reflective of the increasing complexity of the
Group's activities as it transitioned into an AI-focused operating and
incubation platform.
Board Leadership and Purpose
The Board is collectively responsible for the long-term success of the
Company. Its role includes setting the Group's strategic objectives,
overseeing their delivery, monitoring performance, and ensuring that
appropriate governance, risk management and internal control systems are in
place.
Throughout the year, the Board focused on establishing a clear strategic
direction, strengthening governance arrangements, maintaining financial
discipline and aligning management and shareholder interests. The Board
believes that these actions have positioned the Group to pursue opportunities
within the artificial intelligence sector in a disciplined and responsible
manner.
The roles of the Executive Chairman and Executive Director are clearly
defined. The Board considers that there is an appropriate balance of Executive
and Non-Executive Directors to enable effective leadership, independent
oversight and constructive challenge.
Board Composition and Effectiveness
As at the date of approval of this report, the Board comprises a mix of
Executive and Non-Executive Directors with experience across capital markets,
governance, technology, artificial intelligence and venture development.
Appointments to the Board are made on merit, with due regard to the skills,
experience, independence and time commitment required to discharge the role
effectively. The Board keeps its size and composition under regular review and
recognises the importance of diversity of background, experience and
perspective.
As the Group develops, the Board expects its composition and governance
arrangements to continue to evolve in line with the needs of the business and
the expectations of shareholders.
Committees of the Board
To support effective governance and oversight, the Board has established the
following committees. Given the size of the Group, each committee operates on
a proportionate basis and meets as required.
Committee memberships are reviewed periodically and reflect the composition in
place at the date of approval of this report.
Audit & Risk Committee
The Audit & Risk Committee is responsible for overseeing the integrity of
the Group's financial reporting, reviewing the effectiveness of internal
controls and risk management systems, and monitoring the independence and
effectiveness of the external auditor.
The Audit & Risk Committee comprises Sarah Davy (Chair), Marcus Yeoman and
Jack Allardyce.
Remuneration Committee
The Remuneration Committee is responsible for reviewing and making
recommendations to the Board on Directors' remuneration, including salary,
fees and equity-based incentives.
The Remuneration Committee comprises Marcus Yeoman (Chair) and Sarah Davy,
both Non-Executive Directors. Further details of the Company's remuneration
governance and arrangements are set out in the Directors' Remuneration Report.
Nomination Committee
The Nomination Committee is responsible for reviewing the structure, size and
composition of the Board and for making recommendations regarding Board
appointments and succession planning.
The Nomination Committee comprises Marcus Yeoman (Chair), Sarah Davy and Jack
Allardyce. It operates on a proportionate basis given the size of the Board.
Disclosure Committee
The Disclosure Committee is responsible for overseeing the Company's
disclosure obligations, including the identification, escalation and
disclosure of inside information and ensuring compliance with applicable
disclosure requirements.
The Disclosure Committee comprises Jack Allardyce (Chair) and Sarah Davy.
Risk Management and Internal Control
The Board is responsible for maintaining a sound system of internal control
and for reviewing its effectiveness. The system of internal control is
designed to manage, rather than eliminate, the risk of failure to achieve
business objectives and can only provide reasonable, not absolute, assurance
against material misstatement or loss.
Due to the size and nature of the Group's operations, all key decisions are
made by the Board, supported by the relevant Board committees. The Board has
reviewed the effectiveness of the Group's systems of internal control during
the year under review and considers that there were no material losses,
contingencies or uncertainties arising from weaknesses in those systems.
The Board does not consider it necessary to establish a separate internal
audit function at this stage, given the size of the Group and the limited
number and complexity of transactions. This position is kept under regular
review as the Group's activities develop.
The principal risks facing the Group and the processes in place to manage
those risks are set out in the Strategic Report.
Relations with Shareholders
The Board places a high priority on maintaining open and constructive dialogue
with shareholders. The primary channels of communication include Regulatory
News Service announcements, the Company's website, and meetings and
communications with shareholders and advisers.
The Board seeks to ensure that all shareholders are treated fairly and have
access to clear, timely and accurate information regarding the Group's
strategy, activities and performance.
Culture and Ethical Standards
The Board is committed to maintaining high standards of business conduct,
integrity and transparency. The Group's culture is underpinned by
accountability, responsible decision-making and a focus on long-term
shareholder value.
As the Group scales its activities, the Board intends to continue to develop
and formalise policies and procedures as appropriate, including in areas such
as data governance, information security and regulatory compliance.
Application of the UK Corporate Governance Code
While the Company is not required to comply fully with the UK Corporate
Governance Code, the Board has chosen to apply its principles on a voluntary
and proportionate basis.
Where the Company does not comply with specific provisions of the Code, the
Board considers that this is appropriate given the size, complexity and stage
of development of the Group. The Board keeps its governance framework under
regular review and expects it to evolve as the Group grows.
Conclusion
The Board believes that the governance framework in place during the year
under review was appropriate for the Group and supported the effective
delivery of its strategy.
The Board remains committed to maintaining high standards of corporate
governance and to evolving its governance arrangements in line with the
Group's development and the expectations of shareholders.
Statement of Directors' Responsibilities
For the year ended 30 September 2025
The Directors are responsible for preparing the Annual Report and the Group
and parent company 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
Group and parent company financial statements in accordance with UK-adopted
international accounting standards.
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 the parent 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-adopted international 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 Group and the parent 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 parent company's
transactions and disclose with reasonable accuracy at any time the financial
position of the Group and the parent company and enable them to ensure that
the financial statements comply with the Companies Act 2006.
The Directors are also responsible for safeguarding the assets of the Group
and the parent company and for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
The Directors consider that the Annual Report and Financial Statements, taken
as a whole, are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Group's and the parent company's
position, performance, business model and strategy.
Each of the Directors confirms that, to the best of their knowledge and
belief:
· the financial statements have been prepared in accordance with
UK-adopted international accounting standards and give a true and fair view of
the assets, liabilities, financial position and profit or loss of the Group
and the parent company; and
· the Strategic Report includes a fair review of the development and
performance of the business and the position of the Group and the parent
company, together with a description of the principal risks and uncertainties
that they face.
Approval
This Statement of Directors' Responsibilities was approved by the Board and
signed on its behalf by:
Jack Allardyce
Executive Director
30 January 2026
Independent Auditor's Report
Opinion
We have audited the financial statements of capAI plc (the 'Parent Company')
and its subsidiaries (together the 'Group') for the year ended 30 September
2025 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Statements of Financial Position, the
Consolidated and Parent Company Statements of Changes in Equity, the
Consolidated and Parent Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and UK-adopted international accounting standards.
In our opinion the financial statements:
· give a true and fair view of the state of the Group's and of the
Parent Company's affairs as at 30 September 2025 and of the Group's loss for
the year then ended;
· have been properly prepared in accordance with UK-adopted
international accounting standards; 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's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and Parent Company 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 as applied to listed public interest entities, 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.
Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements, which indicates
that the Group's future profits and cash flows are uncertain and therefore the
Group may be dependent on future fundraising to continue as a going concern.
Additionally, the Group has a cash balance at the date of approval of the
financial statements that would not be able to support its operations and
overheads for the following twelve months. However, the Group has product
licence and option agreements in place and expects to generate revenue as its
AI platforms progress. As stated in note 2.3, these events or conditions,
along with the other matters as set forth in note 2.3, indicate that a
material uncertainty exists that may cast significant doubt on the Group's and
the Parent Company's ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
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.
Our evaluation of the directors' assessment of the Group's and the Parent
Company's ability to continue to adopt the going concern basis of accounting
to form an opinion on whether the current financial position has the ability
to fund their costs for that period included:
· Review of latest financial information including cash balances;
· Discussing future plans with management and review of forecasts which
extend to December 2027;
· Considering the appropriateness and sensitivity of assumptions used
in the preparation of the forecasts;
· Reviewing the results of subsequent events and assessing the impact
on the financial statements;
· Reading board minutes for references to future plans and any
financing difficulties;
· Considering whether management have used all relevant information in
their assessment and enquiring whether any known events or conditions beyond
the period of assessment may affect going concern; and
· Reviewing and considering the impact of any new or amended borrowing
arrangements entered into after the year-end to assist the Group to continue
its operations.
In view of the potential requirement to raise additional funds there is a
material uncertainty with regard to going concern because although the
directors are confident they can raise adequate funding should it be required,
that funding has not been agreed.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our approach to the audit
The audit was scoped by obtaining an understanding of the Group and Parent
Company and their environment, including the Parent Company's systems of
internal control and assessing the risks of material misstatement.
In designing our audit approach, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular we
assessed the areas involving significant accounting estimates and judgements
by the directors, notably management's assessment of going concern and
considered future events that are inherently uncertain.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
In addition to the Material uncertainty related to going concern noted above,
as set out below we have determined share-based payments to be the key audit
matter to be communicated in our report.
Key audit matter How our scope addressed this matter
Share-based payments
Share options and share warrants granted in the year by the Parent Company may We considered the valuation of the share options and share warrants granted in
not have been accounted for correctly. Valuation requires the use of judgement the year and whether the accounting treatment complies with IFRS 2.
and the use of a valuation model making these more complex transactions.
Our work in this area included:
· Considering the nature of the equity instruments issued in the year
as to whether they were cash or equity settled and whether warrants were
issued in connection with financing activities.
· Reviewing the methodology and assumptions used by management to
value the share options and share warrants issued in the year.
· Checking the valuation model inputs for accuracy.
· Replicating the inputs in another Black-Scholes valuation model to
ensure results were consistent.
· For relevant equity instruments granted in the year, reviewing the
documentation and ensuring that the accounting entries were in accordance with
the relevant standards.
Our conclusion
Overall, we are satisfied that the financial statements are free from material
misstatement in this respect.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit,
and in evaluating the effect of misstatements on our audit and on the
financial statements. For the purposes of determining whether the financial
statements are free from material misstatement, we define materiality as the
magnitude of misstatement that makes it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced. We also
determine a level of performance materiality which we use to assess the extent
of testing needed to reduce to an appropriately low level the probability that
the aggregate of uncorrected and undetected misstatements exceeds materiality
for the financial statements as a whole.
At audit planning we determined the Group materiality for the financial
statements as a whole to be £73,000 (2024: £21,000). Performance materiality
was set at £55,000 (2024: £15,000). The overall materiality was based on 10%
of adjusted loss before taxation (2024: 10% of administrative expenses).
Reassessment at completion could have enabled us to increase materiality but
we did not do so.
At audit planning we determined the Parent Company materiality for the
financial statements as a whole to be £73,000 (2024: £21,000). Performance
materiality was set at £55,000 (2024: £15,000). The overall materiality was
based on 10% of adjusted loss before taxation (2024: 10% of administrative
expenses). Reassessment at completion led us to reduce materiality for the
financial statements as a whole to be £72,000 and performance materiality to
be £54,000.
The basis of materiality is the same as adopted for the 30 September 2023
financial statements audit; in 2024 a modified basis for materiality was used
due to the exceptional write back of creditors.
We agreed with the Board that we would report all audit differences identified
during the course of our audit in excess of our triviality level of £3,000
(2024: £1,000) and £3,000 (2024: £1,000) for the group and parent company
respectively.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the Group and Parent Company 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.
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 course of 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 this gives rise to a material misstatement in the financial
statements themselves. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with 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 the Directors'
Report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
· the Strategic Report and the 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 the knowledge and understanding of the Group and Parent
Company and their environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the Directors'
Report.
We have nothing to report in respect of the following matters in relation to
which 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 and the part of the
Directors' Remuneration Report to be audited 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, the
directors are responsible for the preparation of the Group and Parent Company
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 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 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.
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 evaluated the directors' and management's incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of
override of controls) and determined that the principal risks were related to
posting manual journal entries to manipulate financial performance, management
bias through judgements and assumptions in significant accounting estimates
and significant one-off or unusual transactions.
Our audit procedures were designed to respond to those identified risks,
including non-compliance with laws and regulations (irregularities) and fraud
that are material to the financial statements. Our audit procedures included
but were not limited to:
· Discussing with the directors and management their policies and
procedures regarding compliance with laws and regulations;
· Communicating identified laws and regulations throughout our
engagement team and remaining alert to any indications of non-compliance
throughout our audit; and
· Considering the risk of acts by the Group and Parent Company which
were contrary to applicable laws and regulations, including fraud.
Our audit procedures in relation to fraud included but were not limited to:
· Making enquiries of the directors and management on whether they had
knowledge of any actual, suspected or alleged fraud;
· Reviewing board minutes for any discussion related to fraud;
· Reviewing correspondence with the FCA;
· Gaining an understanding of the internal controls established to
mitigate risks related to fraud;
· Discussing amongst the engagement team the risks of fraud; and
· Addressing the risks of fraud through management override of controls
by performing journal entry testing.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of non-
compliance. The risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment, forgery,
collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor's report.
Other matters which we are required to address
We were appointed by the Board on 5 January 2024 to audit the financial
statements for the period ended 30 September 2023 and subsequent financial
periods. Our total uninterrupted period of engagement is 3 years.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the Group or the Parent Company and we remain independent of the
Group and the Parent Company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit
committee.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Martin Chatten
(Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited
Chartered Accountants
Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester M3 7BG
30 January 2026
Consolidated Statement of Comprehensive Income
For the year ended 30 September 2025
Note Group Group
Year ended 30 September 2025
Year ended 30 September 2024
£
£
Continuing operations
Administrative expenses 7 (791,432) (226,866)
Operating loss (791,432) (226,866)
Interest receivable 10 903 -
Write-back of loans and debts 7 - 248,198
(Loss)/profit before taxation (790,529) 21,332
Taxation 11 - -
(Loss)/profit for the year from continuing operations (790,529) 21,332
Discontinued operations
Profit for the year from discontinued operations 8 - 91,380
(Loss)/profit for the year (790,529) 112,712
(Loss)/earnings per share
Basic (pence) 12 (0.029) 0.012
Diluted (pence) 12 (0.029) 0.012
The notes on pages 37 to 61 form an integral part of these consolidated
financial statements.
Consolidated Statement of Financial Position
As at 30 September 2025
Note Group Group
30 September 2025
30 September 2024
£
£
Assets
Non-current assets
- -
Current assets
Trade and other receivables 14 85,252 31,022
Cash and cash equivalents 13 96,444 28,329
Total assets 181,696 59,351
Equity and liabilities
Equity
Share capital 16 1,551,581 1,531,435
Share premium 16 2,676,333 2,034,113
Share-based payments reserve 16/17 192,606 2,960
Retained deficit 16 (4,430,302) (3,639,773)
Total equity (9,782) (71,265)
Current liabilities
Trade and other payables 15 191,478 130,616
Total equity and liabilities 181,696 59,351
These consolidated financial statements were approved by the Board of
Directors and authorised for issue on 30 January 2026 and are signed on its
behalf by:
Jack Allardyce
Executive Director
The notes on pages 37 to 61 form an integral part of these consolidated
financial statements.
Consolidated Statement of Changes in Equity
For the year ended 30 September 2025
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 year - - - 112,712 112,712
Other comprehensive income - - - - -
Total comprehensive income for the period - - - 112,712 112,712
Issue of ordinary shares 915,192 784,808 - - 1,700,000
Total transactions with owners 915,192 784,808 - - 1,700,000
Balance as at 30 September 2024 1,531,435 2,034,113 2,960 (3,639,773) (71,265)
Loss for the year - - - (790,529) (790,529)
Other comprehensive income - - - - -
Total comprehensive loss for the period - - - (790,529) (790,529)
Issue of ordinary shares 20,146 642,220 - - 662,366
Equity-settled share-based payments - - 189,646 - 189,646
Total transactions with owners 20,146 642,220 189,646 - 852,012
Balance as at 30 September 2025 1,551,581 2,676,333 192,606 (4,430,302) (9,782)
The notes on pages 37 to 61 form an integral part of these consolidated
financial statements.
Consolidated Statement of Cash Flows
For the year ended 30 September 2025
Note Group Group
Year ended 30 September 2025
Year ended 30 September 2024
£
£
Cash Flows from operating activities
(Loss) / profit before taxation (790,529) 112,712
Adjustments for:
Share-based payment expense 17 189,646 -
Non-cash settlement of fees via share issue 16 36,000
Write-back of loans and debts 7 - (340,946)
Changes in working capital:
(Increase) / decrease in trade and other receivables 14 (54,230) (30,488)
Increase / (decrease) in trade and other payables 15 60,862 (69,599)
Net cash used in operating activities (558,251) (328,321)
Cash flows from financing activities
Proceeds from issue of shares 16 574,866 300,000
Loans received 16 51,500 40,000
Net cash generated from financing activities 626,366 340,000
Cash flows from investing activities
- -
Net cash generated from investing activities - -
Net Increase / (decrease) in cash and cash equivalents 68,115 11,679
Cash and cash equivalents at the beginning of the year 13 28,329 16,650
Cash and cash equivalents at the end of the year 96,444 28,329
The notes on pages 37 to 61 form an integral part of these consolidated
financial statements.
Company Statement of Financial Position
As at 30 September 2025
Note Company Company
30 September 2025
30 September 2024
£
£
Assets
Non-current assets
Investment in subsidiaries 5 74 -
Current assets
Trade and other receivables 14 173,817 31,022
Cash and cash equivalents 13 71,200 28,329
Total assets 245,091 59,351
Equity and liabilities
Equity
Share capital 16 1,551,581 1,531,435
Share premium 16 2,676,333 2,034,113
Share-based payments reserve 16/17 192,606 2,960
Retained deficit 16 (4,357,994) (3,639,773)
Total equity 62,526 (71,265)
Current liabilities
Trade and other payables 15 182,565 130,616
Total equity and liabilities 245,091 59,351
The Company financial statements were approved by the Board of Directors and
authorised for issue on 30 January 2026 and are signed on its behalf by:
Jack Allardyce
Executive Director
As permitted by section 408 of the Companies Act 2006, the Company has elected
not to present its statement of comprehensive income and statement of cash
flows for the year.
The notes on pages 37 to 61 form an integral part of these Company financial
statements.
Company Statement of Changes in Equity
As at 30 September 2025
Share capital Share premium Share-based payments reserve Retained deficit Total
£ £ £ £ £
Balance as at 1 October 2023 616,243 1,249,305 2,960 (3,661,004) (1,792,496)
Profit for the year - - - 21,231 21,231
Other comprehensive income - - - - -
Total comprehensive income for the period - - - 21,231 21,231
Issue of ordinary shares 915,192 784,808 - - 1,700,000
Total transactions with owners 915,192 784,808 - - 1,700,000
Balance as at 30 September 2024 1,531,435 2,034,113 2,960 (3,639,773) (71,265)
Loss for the year - - - (718,221) (718,221)
Other comprehensive income - - - - -
Total comprehensive loss for the period - - - (718,221) (718,221)
Issue of ordinary shares 20,146 642,220 - - 662,366
Equity-settled share-based payments - - 189,646 - 189,646
Total transactions with owners 20,146 642,220 189,646 - 852,012
Balance as at 30 September 2025 1,551,581 2,676,333 192,606 (4,357,994) 62,526
The notes on pages 37 to 61 form an integral part of these Company financial
statements.
Company Statement of Cash Flows
As at 30 September 2025
Note Company Company
Year ended 30 September 2025
Year ended 30 September 2024
£
£
Cash Flows from operating activities
(Loss) / profit before taxation (718,221) 21,231
Adjustments for:
Share-based payment expense 17 189,646 -
Non-cash settlement of fees via share issue 16 36,000
Provision against subsidiaries - 101
Write-back of loans and debts 7 - (248,197)
Changes in working capital:
(Increase) / decrease in trade and other receivables 14 (142,795) (30,600)
Increase / (decrease) in trade and other payables 15 51,949 (70,103)
Net cash used in operating activities (583,421) (327,568)
Cash flows from financing activities
Proceeds from issue of shares 16 574,866 300,000
Loans received 16 51,500 40,000
Net cash generated from financing activities 626,366 340,000
Cash flows from investing activities
Investment in subsidiary (74) -
Net cash generated from investing activities (74) -
Net Increase / (decrease) in cash and cash equivalents 42,871 12,432
Cash and cash equivalents at the beginning of the year 13 28,329 15,897
Cash and cash equivalents at the end of the year 71,200 28,329
The notes on pages 37 to 61 form an integral part of these Company financial
statements.
Notes to the Financial Statements
For the year ended 30 September 2025
1. General information
capAI plc (the "Company") is a public limited company incorporated in England
and Wales on 20 April 2011. During the year, on 4 February 2025, the Company
changed its name from Dukemount Capital plc to capAI plc, reflecting the
Group's strategic repositioning to focus on artificial intelligence-led
opportunities.
The Company was admitted to the Official List of the Financial Conduct
Authority and to trading on the Main Market of the London Stock Exchange on 29
March 2017. Following the UK Listing Reforms effective 29 July 2024, the
Company has been mapped into the Equity Shares (Transition) category, under
which it continues to comply with the applicable listing requirements.
The consolidated financial statements for the year ended 30 September 2025
comprise the Company and its subsidiaries (together referred to as the
"Group").
The principal activity of the Group during the year was the identification,
incubation and development of artificial intelligence-led businesses,
technologies and intellectual property.
The Company's registered office is 9 Innovation Place, Douglas Drive,
Godalming, Surrey, GU7 1JX.
The consolidated financial statements of the Group for the year ended 30
September 2025 were authorised for issue by the Board of Directors on 30
January 2026.
2. Basis of preparation
2.1. Statement of compliance
The consolidated financial statements of the Group and the parent company
financial statements of the Company have been prepared in accordance with
UK-adopted International Financial Reporting Standards ("UK-adopted IFRS") and
with the requirements of the Companies Act 2006.
The consolidated financial statements comprise the financial statements of the
Company and its subsidiaries as at 30 September 2025.
Exemption from preparation of Company statement of profit or loss
The Company has taken advantage of the exemption under section 408 of the
Companies Act 2006 from presenting a Company statement of profit or loss and
statement of comprehensive income. The loss for the Company for the year ended
30 September 2025 was £718,221 (2024: £21,231).
2.2. Basis of measurement
The financial statements have been prepared on the historical cost basis,
except for equity-settled share-based payment arrangements, which are measured
at fair value at the grant date.
2.3. Going concern
The financial statements have been prepared on a going concern basis, which
assumes that the Group will continue in operational existence for a period of
at least twelve months from the date of approval of these financial
statements.
In assessing the going concern basis, the Directors have considered the
Group's financial position, cash resources, forecast expenditure and
anticipated funding requirements. The Group is at an early stage of
development and while it expects to generate revenues as its AI platforms
progress, the timing, scale and sustainability of future taxable profits
remain uncertain at this stage. Accordingly, the Group may require additional
funding to fully execute its strategy.
The requirement for further funding represents a material uncertainty which
may cast significant doubt on the Group's ability to continue as a going
concern. Notwithstanding this uncertainty, the Directors consider it
appropriate to prepare the financial statements on a going concern basis,
having regard to the Group's ability to manage expenditure, its track record
of raising funds, and the Directors' expectations regarding future funding.
Further details regarding going concern are set out in the Directors' Report.
2.4. Presentation currency
The financial statements are presented in pounds sterling (£), which is the
functional and presentation currency of the Company. Amounts are rounded to
the nearest pound, unless otherwise stated.
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all
periods presented in these financial statements, unless otherwise stated.
3.1. Basis of consolidation
Subsidiaries are entities controlled by the parent company. Control exists
where the parent company is exposed, or has rights, to variable returns from
its involvement with the entity and has the ability to affect those returns
through its power over the entity.
The financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that
control ceases. Intercompany balances, transactions, income and expenses are
eliminated on consolidation.
3.2. Changes in accounting policies and disclosures
New and amended standards applied in the year
There were no new standards or amendments that became effective for the first
time for annual periods beginning on 1 October 2024. The Group has continued
to apply the amendments effective from 1 January 2024 (including amendments to
IAS 1, IFRS 16 and IAS 7/IFRS 7), which did not have a material impact on the
Group.
Standards and interpretations issued but not yet effective
At the date of authorisation of these financial statements, the following
standards and amendments had been issued by the IASB but were not yet
effective for the year ended 30 September 2025 and have not been early adopted
by the Group:
· IFRS 18: Presentation and Disclosure in Financial Statements
(effective for annual periods beginning on or after 1 January 2027)
· IFRS 19: Subsidiaries Without Public Accountability: Disclosures
(effective for annual periods beginning on or after 1 January 2027)
· Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial
Instruments: Disclosures (effective for annual periods beginning on or after 1
January 2026)
· Annual Improvements to IFRS Accounting Standards - Volume 11
(effective for annual periods beginning on or after 1 January 2026)
In addition, the International Sustainability Standards Board ("ISSB") has
issued the following standards:
· IFRS S1: General Requirements for Disclosure of
Sustainability-related Financial Information
· IFRS S2: Climate-related Disclosures
These sustainability standards are effective for annual periods beginning on
or after 1 January 2024 but are not yet mandatory for UK-adopted IFRS
reporters and have not been applied by the Group. The Directors will consider
the applicability of these standards in due course, taking into account
regulatory developments and the size and nature of the Group's operations.
3.3. Foreign currency
Transactions denominated in foreign currencies are translated into the
functional currency of the relevant entity at the exchange rates prevailing at
the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are
translated at the exchange rates prevailing at the reporting date. Exchange
differences arising on settlement or translation are recognised in profit or
loss.
The assets and liabilities of foreign operations are translated into sterling
at the exchange rates prevailing at the reporting date, and income and
expenses are translated at average exchange rates for the period. Exchange
differences arising on consolidation are recognised in other comprehensive
income and accumulated in the foreign currency translation reserve.
3.4. Share-based payments
Equity-settled share-based payment arrangements are accounted for in
accordance with IFRS 2 Share-Based Payment. The fair value of equity
instruments granted is determined at the grant date and recognised as an
expense over the vesting period or estimated service period, with a
corresponding increase in equity.
The fair value of share options and warrants issued in exchange for services
is measured using an appropriate valuation model, taking into account the
terms and conditions of the grant.
Further details of share-based payment arrangements are set out in note 17.
3.5. Financial instruments
Financial assets and liabilities are recognised when the Group becomes a party
to the contractual provisions of the instrument.
Financial assets are classified and measured at amortised cost where they are
held within a business model whose objective is to hold assets to collect
contractual cash flows and where those cash flows represent solely payments of
principal and interest.
Trade and other payables are initially recognised at fair value and
subsequently measured at amortised cost.
3.6. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and short-term deposits with
an original maturity of three months or less, which are readily convertible to
known amounts of cash and subject to an insignificant risk of changes in
value.
Cash and cash equivalents are carried in the statement of financial position
at amortised cost.
3.7. Taxation
Current tax is based on taxable profit for the year and is calculated using
tax rates enacted or substantively enacted at the reporting date.
Deferred tax is recognised on temporary differences between the carrying
amounts of assets and liabilities and the corresponding tax bases, to the
extent that it is probable that future taxable profits will be available
against which the temporary differences can be utilised.
Deferred tax assets are not recognised where the Directors consider that it is
not probable that sufficient taxable profits will be available.
3.8. Earnings or loss per share
Basic earnings or loss per share is calculated by dividing the profit or loss
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the year.
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares in issue to assume conversion of all dilutive
potential ordinary shares.
Potential ordinary shares are treated as dilutive only when their conversion
would decrease earnings per share or increase loss per share. In periods where
the Group reports a loss, potential ordinary shares are anti-dilutive and are
therefore excluded from the calculation of diluted loss per share.
4. Critical accounting judgements and key sources of estimation
uncertainty
The preparation of the financial statements 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. Actual results may differ from these estimates.
The areas involving the most significant judgement and estimation uncertainty
are set out below.
4.1. Share-based payments
The valuation of equity-settled share-based payment arrangements requires the
use of judgement and estimates, including assumptions relating to expected
volatility, expected life, risk-free interest rates and the assessment of
vesting conditions.
Judgement is also required in determining the accounting treatment of
modifications to awards, anti-dilution provisions and good-leaver
arrangements.
Further details are set out in note 17.
4.2. Going concern
The Directors' assessment of the Group's ability to continue as a going
concern involves judgement, particularly in relation to future funding,
expenditure commitments and the timing of potential cash inflows.
5. Subsidiaries
The following subsidiaries were held by the Group during the year ended 30
September 2025:
Entity name Country of incorporation Date of incorporation Registered office Principal activity Ownership
capMedia, Inc United States of America 7 July 2025 16192 Coastal Highway Development and commercialisation of AI-enabled platforms, primarily in 100%
Lewes, Delaware 19958 media-related applications
USA
capMedia (UK) Ltd United Kingdom 11 March 2016 9 Innovation Place, Douglas Drive, Godalming, Surrey, England, GU7 1JX Dormant 100%
capMedical (UK) Ltd United Kingdom 12 June 2019 9 Innovation Place, Douglas Drive, Godalming, Surrey, England, GU7 1JX Dormant 100%
During the year, capMedia (UK) Ltd underwent changes of name to reflect the
Group's strategic repositioning, transitioning from Dukemount Limited to capai
opportunities ltd, and subsequently on 19 September 2025 to capMedia (UK) Ltd.
capMedical (UK) Ltd also underwent a change of name, changing from DKE Care
and Leisure Ltd to capMedical (UK) Ltd on 19 September 2025, to align with the
Group's strategic repositioning and branding.
All subsidiaries are consolidated in the Group financial statements.
Intercompany balances, transactions, income and expenses are eliminated on
consolidation.
The £74 investment in subsidiaries recognised in the Company's statement of
financial position represents the sterling equivalent of US$100 of common
stock subscribed on the incorporation of capMedia, Inc. The amount has been
translated at the exchange rate prevailing on the date of incorporation.
On 3 October 2025, subsequent to the year end, the Group incorporated
capMedical, Inc in the United States as a wholly owned subsidiary. capMedical,
Inc was established to support the Group's activities in medical and
healthcare-related artificial intelligence, including the application of
advanced AI technologies within medicine and longevity-focused initiatives.
All subsidiaries are consolidated in the Group financial statements.
Intercompany balances, transactions, income and expenses are eliminated on
consolidation.
In the Company financial statements, investments in subsidiaries are stated at
cost less impairment, in accordance with IAS 27 Separate Financial Statements.
6. Revenue
The Group did not generate revenue during the year ended 30 September 2025
(2024: £nil). This reflects the Group's early-stage operating model as it
repositioned towards identification, incubation and development of AI-related
initiatives, including products and platforms in media, medicine and
longevity.
The Group commenced trading activities, and entered into Licence and Option
Agreements for the development of AI platforms during the year, including
Author42, Creator42 and Game42 through its subsidiary capMedia, Inc.
The Directors expect these arrangements to generate revenues in future periods
as commercial deployment of these platforms progresses.
7. Administrative expenses
Administrative expenses for the year comprise the following:
Year ended 30 September 2025 Year ended 30 September 2024
£ £
Professional and advisory fees 465,895 158,331
Listing and regulatory costs 72,586 68,535
Directors' fees and remuneration 33,333 -
Share-based payment expense 189,646 -
Other administrative costs 29,972 -
Total administrative expenses 791,432 226,866
Administrative expenses primarily relate to the costs of maintaining the
Company's public listing, professional advisory services, governance costs and
share-based payment charges recognised in accordance with IFRS 2.
Write-back of loans and debts (prior year)
In the prior year the Group wrote back debts of £340,946 comprised as
follows:
During the year ended 30 September 2024, the Company recognised income of
£248,197 arising from the write-back of historical loan and creditor
balances. Following a review of these balances, the Directors concluded that
they no longer represented present obligations of the Group and were therefore
derecognised in accordance with IFRS.
As at 30 September 2023 the Group owed £81,091 to Metro Bank in respect of
Bounce Back Loans via two former subsidiaries, DKE (North West) Ltd and DKE
(Wavertree) Ltd. As liquidators were appointed for these subsidiaries on 12
July 2024, the subsidiaries were deconsolidated from the Group's accounts as
of the same date. The balances of £81,091 were written-back to the Group's
profit and loss account together with other debts no longer due of £11,658.
The write-back was presented as a separate line item within the consolidated
statement of comprehensive income and contributed to the profit for the year
ended 30 September 2024.
8. Discontinued operations
Results of discontinued operations
The profit from discontinued operations recognised in the consolidated
statement of comprehensive income for the year ended 30 September 2024 was as
follows:
£
Profit from discontinued operations 91,380
The discontinued operations relate to legacy property activities that were
disposed of in prior periods.
There were no discontinued operations during the year ended 30 September 2025,
and no assets, liabilities, income or expenses relating to discontinued
operations were recognised in the current year.
The Group has no continuing involvement in the disposed operations.
9. Auditors' remuneration
Fees payable to the Group's auditor for services rendered during the year were
as follows:
Year ended 30 September 2025 Year ended 30 September 2024
£ £
Audit of the Group and Company financial statements 26,000 24,000
Non-audit services - -
Total auditors' remuneration 26,000 24,000
10. Finance income and costs
Year ended 30 September 2025 £ Year ended 30 September 2024 £
Finance income 903 -
Finance costs (1,013) -
Net finance (cost)/income (110) -
The Group did not incur any material finance income or finance costs during
the year other than minor interest items as disclosed above. Finance costs of
£1,013 (2024: £nil) primarily relate to incidental bank charges and
interest.
11. Taxation
11.1. Analysis of tax charge
Year ended 30 September 2025 £ Year ended 30 September 2024 £
Current tax - -
Deferred tax - -
Total tax charge - -
11.2. Reconciliation of loss before tax to tax charge
Year ended 30 September 2025 £ Year ended 30 September 2024 £
(Loss)/profit before taxation (790,529) 112,712
Tax at UK corporation tax rate of 25% (2024: 25%) (197,632) 28,178
Expenses not deductible for tax purposes 58,955 20,723
Other timing differences 49,569 -
Unutilised/(utilised) tax losses 89,108 (48,901)
Total tax charge - -
11.3. Deferred tax
The Group has accumulated tax losses available for potential offset against
future taxable profits. As at 30 September 2025, UK and US tax losses
available to be carried forward are estimated at £3,527,232 (2024:
£3,244,070) and £8,296 (2024: £Nil) respectively.
While the Group has entered into initial revenue-generating arrangements and
expects revenues to emerge as its AI platforms continue to progress, the
timing, scale and sustainability of future taxable profits remain uncertain at
this stage. In addition, the UK tax losses have arisen in the Company, and
their future utilisation is dependent not only on agreement by HMRC as to the
availability of such losses, but also on the Company generating sufficient
future taxable profits, for example through the receipt of management charges
or other taxable income. The utilisation of US tax losses is similarly
dependent on the generation of future taxable profits within the relevant US
entity and subject to applicable US tax rules.
Accordingly, the Directors consider it prudent not to recognise a deferred tax
asset in respect of these losses at the reporting date. The position will be
kept under review as the Group's activities continue to develop and greater
certainty over future taxable profits emerges.
UK tax losses carried forward do not expire. The availability and utilisation
of US tax losses are subject to US tax legislation.
12. Earnings or loss per share
Basic earnings or loss per share is calculated by dividing the profit or loss
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the year.
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares in issue to assume conversion of all dilutive
potential ordinary shares.
Potential ordinary shares are treated as dilutive only when their conversion
would decrease earnings per share or increase loss per share. In periods where
the Group reports a loss, potential ordinary shares are anti-dilutive and are
therefore excluded from the calculation of diluted loss per share.
Where the Group has discontinued operations, earnings per share is presented
for both continuing operations and total profit attributable to equity
holders, in accordance with IAS 33 Earnings per Share. Earnings per share for
the comparative period includes the effect of discontinued operations, as
described in note 8.
12.1. (Loss) / earnings attributable to equity holders
Year ended 30 September 2025 Year ended 30 September 2024
£
£
(Loss) / profit from continuing operations (790,529) 21,332
Profit from discontinued operations - 91,380
(Loss) / profit for the year attributable to equity holders (790,529) 112,712
The profit for the year ended 30 September 2024 includes profit from
discontinued operations of £91,380, as disclosed in note 8.
12.2. Weighted average number of ordinary shares
Year ended 30 September 2025 Year ended 30 September 2024
£ £
Weighted average number of ordinary shares - basic 2,754,776,434 923,868,784
Effect of dilutive share options and warrants - -
Weighted average number of ordinary shares - diluted 2,754,776,434 923,868,784
For the year ended 30 September 2025, the Group reported a loss and therefore
all potential ordinary shares were anti-dilutive. Accordingly, diluted loss
per share is the same as basic loss per share.
12.3. Loss / earnings per share
Year ended 30 September 2025 Year ended 30 September 2024
Basic (loss) / earnings per share - continuing operations (pence) (0.0287) 0.0023
Basic (loss) / earnings per share - total (pence) (0.0287) 0.0122
Diluted (loss) / earnings per share (pence) (0.0287) 0.0122
For the year ended 30 September 2024, diluted earnings per share has been
presented as the Group reported a profit for the period.
12.4. Potentially dilutive instruments
At 30 September 2025, the Company had outstanding share options and warrants
which could potentially dilute earnings per share in future periods. These
instruments are described in further detail in notes 16, 17 and 18.
13. Cash and cash equivalents
Unless otherwise stated, the disclosures in this note relate to the
consolidated Group.
Cash and cash equivalents comprise cash at bank and short-term deposits with
an original maturity of three months or less.
13.1. Analysis of cash and cash equivalents
Group Company Group Company
30 September 2025
30 September 2025
30 September 2024
30 September 2024
£
£
£
£
Cash at bank 96,444 71,200 28,329 28,329
Total cash and cash equivalents 96,444 71,200 28,329 28,329
13.2. Reconciliation to the statement of cash flows
The amounts disclosed above reconcile to the cash and cash equivalents
balances shown in the Consolidated Statement of Cash Flows.
14. Trade and other receivables
Unless otherwise stated, the disclosures in this note relate to the
consolidated Group.
14.1. Analysis of trade and other receivables
Group Company Group Company
30 September 2025
30 September 2025
30 September 2024
30 September 2024
£
£
£
£
Trade receivables - - - -
Prepayments and accrued income 31,601 95,326 21,744 21,744
Other receivables 53,651 53,651 9,278 9,278
Amounts due from Group undertakings - 24,840 - -
Total trade and other receivables 85,252 173,817 31,022 31,022
The Group had no trade receivables at the reporting date (2024: nil).
Prepayments principally comprise amounts paid in advance in respect of
directors' and officers' insurance and regulatory fees. Other receivables
primarily comprise value added tax recoverable, which the Directors expect to
be recovered within twelve months of the reporting date.
Included within other receivables in the Company balance sheet at 30 September
2025 is an accrued amount of £63,725 (2024: £nil) due from capMedia, Inc, a
wholly owned subsidiary, in respect of management charges for the period for
which invoices were issued subsequent to the year end. This intercompany
balance is unsecured, interest free and repayable on demand and is eliminated
on consolidation. Accordingly, it does not form part of trade and other
receivables in the consolidated financial statements.
14.2. Credit risk and expected credit losses
Trade and other receivables are held at amortised cost. Due to the short-term
nature of the receivables and the limited exposure to credit risk, the
Directors consider that the carrying amounts approximate their fair value.
The Group applies the simplified approach to measuring expected credit losses
under IFRS 9. No impairment provision has been recognised at 30 September
2025, as the Directors consider the risk of default to be immaterial (2024:
nil).
15. Trade and other payables
Unless otherwise stated, the disclosures in this note relate to the
consolidated Group.
15.1. Analysis of trade and other payables
Group Company Group Company
30 September 2025
30 September 2025
30 September 2024
30 September 2024
£
£
£
£
Trade payables 33,497 33,497 88,516 88,516
Accruals and deferred income 148,280 148,280 42,100 42,100
Other payables 9,701 788 - -
Total trade and other payables 191,478 182,565 130,616 130,616
Accruals principally comprise professional fees, including legal and advisory
costs incurred in connection with governance matters, regulatory compliance,
licensing arrangements and strategic initiatives undertaken during the year.
Trade and other payables disclosed above relate to the consolidated Group.
Intercompany balances arising between the Company and its subsidiaries are
eliminated on consolidation and are therefore not included in the Group trade
and other payables balance. Intercompany payables arising in subsidiary
entities are reflected in the individual entity financial statements only.
15.2. Financial liabilities and maturity
Trade and other payables are non-interest bearing and are generally settled
within normal credit terms of between 30 and 90 days. Due to their short-term
nature, the Directors consider that the carrying amounts of trade and other
payables approximate their fair value.
All trade and other payables are classified as current liabilities.
16. Share capital and reserves
Unless otherwise stated, the disclosures in this note relate to both the Group
and the Company. Differences between the Group and Company positions are
explained where relevant.
16.1. Share capital
Issued share capital as at 30 September 2025
Group and Company Number Nominal value (£)
Class of share
Ordinary shares 3,733,930,636 0.00001
Deferred shares 61,624,316 0.00900
Deferred B shares 969,316,623 0.00099
Total issued share capital 4,764,871,575 0.00033
The issued share capital disclosed above reflects the position at 30 September
2025 and is stated prior to the share consolidation completed on 6 October
2025.
Ordinary shares carry voting rights, rights to dividends and rights to
participate in surplus assets on a winding up.
Deferred shares carry no voting rights, no rights to dividends, and no rights
to surplus assets beyond repayment of nominal value. Accordingly, deferred
shares are excluded from earnings per share calculations and are not
considered part of the Company's economic equity.
16.2. Movements in ordinary share capital
The opening issued share capital at 1 October 2024 reflects a capital
reorganisation completed during the year ended 30 September 2024, which
resulted in the creation of deferred share classes. Further details of this
reorganisation are set out in the Company's annual report and financial
statements for the year ended 30 September 2024 and in the interim financial
statements for the six-month period ended 31 March 2025.
Group and Company Number of ordinary shares Share capital ordinary (£) Share capital deferred (£) Share premium
(£)
At 1 October 2024 1,719,316,623 17,193 1,514,242 2,034,113
Shares issued (admitted on 24 October 2024) 394,000,000 3,940 - 94,560
Shares issued (admitted on 7 April 2025) 687,500,000 6,875 - 268,125
Shares issued - conversion of loan notes (admitted on 7 April 2025) 83,000,000 830 - 19,920
Shares issued - settlement of fees (admitted on 7 April 2025) 50,793,650 508 - 15,492
Shares issued - conversion of loan notes (admitted on 11 April 2025) 123,000,000 1,230 - 29,520
Shares issued - settlement of fees (admitted on 11 April 2025) 63,492,063 635 - 19,365
Shares issued - warrant exercise (admitted on 24 April 2025) 110,728,300 1,107 - 40,416
Shares issued - warrant exercise (admitted on 9 June 2025) 400,000,000 4,000 - 146,000
Shares issued - warrant exercise (admitted on 9 September 2025) 102,100,000 1,021 - 69,142
Share issue costs - - - (60,320)
Total issued in the period 2,014,614,013 20,146 - 642,220
At 30 September 2025 3,733,930,636 37,339 1,514,242 2,676,333
Share issues during the year
During the year ended 30 September 2025, the Company undertook a number of
equity transactions to strengthen its balance sheet, fund operations and
support its strategic repositioning.
On 17 October 2024, the Company raised £150,000 by way of a placing of
394,000,000 ordinary shares of £0.00001 each at a price of £0.00025 per
share, raising gross proceeds of £98,500, together with the issue of £51,500
of convertible loan notes ("CLNs").
The CLNs were convertible at £0.00025 per share into new ordinary shares. All
CLNs were converted in full, resulting in the issue of 206,000,000 ordinary
shares, which were admitted to trading on 7 April 2025 and 11 April 2025.
In addition, on 7 April 2025, the Company completed a further equity
fundraising pursuant to shareholder approval, issuing 687,500,000 ordinary
shares at a price of £0.0004 per share, raising gross proceeds of £275,000.
During April 2025, the Company also issued ordinary shares in settlement of
professional fees and other liabilities in non-cash transactions, with such
shares measured at a fair value of £36,000 at the date of admission, in
accordance with IFRS. This transaction was non-cash in nature and is therefore
excluded from proceeds from the issue of shares in the statement of cash flows
During the year, the Company issued ordinary shares following the exercise of
warrants, resulting in the issue of 612,828,300 ordinary shares, with
admissions occurring on 24 April 2025, 9 June 2025 and 9 September 2025.
Proceeds received from warrant exercises were credited to share capital and
share premium as appropriate.
The net cash proceeds of £574,866 disclosed in the statement of cash flows
reconcile to the proceeds from the issue of shares in October 2024 and April
2025, and the warrant exercises noted above, less share issue costs. Share
issue costs of £60,320 incurred in connection with the above equity
transactions have been deducted from share premium in accordance with IAS 32
Financial Instruments: Presentation.
16.3. Deferred shares
Both classes of deferred Shares have no voting rights, no entitlement to
attend General Meetings of the Company, no right to any dividend or other
distribution and will carry only the right to participate in any return of
capital to the extent of the amount paid up or credited as paid up on each
deferred Share after the holders of existing ordinary shares have received,
not only the aggregate amount paid up on those shares, but also £1 million
per new ordinary share.
As at 31 March 2025, there were two classes of deferred shares in issue:
• 61,624,316 deferred shares of £0.009 each, and
• 969,316,623 deferred B shares of £0.00099 each,
totalling 1,030,940,939 deferred shares with an aggregate nominal value of
£1,514,242.
There were no movements in deferred shares during the year. Deferred shares in
issue at 30 September 2025 were unchanged from the prior period.
16.4. Share consolidation (post year-end)
On 6 October 2025, subsequent to the year end, the Company implemented a 10:1
share consolidation, whereby every ten existing ordinary shares were
consolidated into one ordinary share.
At the same general meeting, shareholders approved the adoption of new
articles of association. The new articles were adopted to reflect the share
consolidation and to update the Company's capital structure provisions.
The share capital disclosures above reflect the position at 30 September 2025,
prior to the share consolidation. Comparative per-share information has not
been restated.
16.5. Share premium
The share premium account represents the excess of proceeds received over the
nominal value of ordinary shares issued, net of share issue costs.
16.6. Share-based payment reserve
The share-based payment reserve represents the cumulative charge recognised in
respect of equity-settled share-based payment arrangements in accordance with
IFRS 2 Share-Based Payment. Further details are set out in note 17.
16.7. Retained earnings
Retained earnings represent the accumulated losses of the Group since
incorporation, including the loss for the year.
16.8. Nature and purpose of reserves
Reserve Description
Share capital Nominal value of issued shares
Share premium Proceeds in excess of nominal value, net of issue costs
Share-based payment reserve IFRS 2 equity-settled charges
Retained earnings Accumulated profits and losses
17. Share-based payments
17.1. Options and conditional awards accounted for under IFRS 2
The Group operates equity-settled share-based payment arrangements for
Directors and certain advisers, which are accounted for in accordance with
IFRS 2 Share-Based Payment.
The fair value of equity instruments granted is measured at the grant date
using an appropriate valuation model and is expensed over the vesting period
or estimated service period, with a corresponding credit recognised in equity
within the share-based payment reserve. Vesting conditions relating to service
or market-based performance are taken into account in determining the
grant-date fair value.
Equity instruments issued in connection with fundraising activities, including
warrants issued to subscribers, are considered to form part of the related
financing arrangements and are therefore outside the scope of IFRS 2. There is
additional detail in note 17.7.
17.2. Equity instruments in issue
During the year, the Company granted share options to Directors and issued
warrants in connection with fundraising activities and for services provided.
17.3. Share options and conditional awards outstanding
Group and Company Number of options and conditional awards
Outstanding at 1 October 2024 -
Granted during the year 2,375,000,000
Exercised / lapsed during the year -
Outstanding at 30 September 2025 2,375,000,000
The options and conditional awards outstanding at 30 September 2025 relate to
grants made on 29 January 2025 and 12 March 2025.
17.4. Details of option and conditional awards grants
17.4.1. Options and conditional awards granted on 29 January 2025
Share price hurdle Vesting condition Richard Edwards Sarah Davy Total
£
0.0005 Continuous service 160,000,000 40,000,000 200,000,000
0.0010 6 months' service 120,000,000 30,000,000 150,000,000
0.0015 12 months' service 120,000,000 30,000,000 150,000,000
Total 400,000,000 100,000,000 500,000,000
The options and conditional awards were granted with an exercise price of
£0.000315 per share, being the closing mid-market price on the trading day
immediately preceding the grant date.
17.4.2. Options and conditional awards granted on 12 March 2025
Share price hurdle Vesting condition Richard Edwards Professor Ronjon Nag Total
£
0.0005 Continuous service 125,000,000 500,000,000 625,000,000
0.0013 6 months' service 125,000,000 500,000,000 625,000,000
0.0030 12 months' service 125,000,000 500,000,000 625,000,000
Total 375,000,000 1,500,000,000 1,875,000,000
The options and conditional awards were granted with an exercise price of
£0.00001 per share, being the nominal value of the Company's ordinary shares
at the grant date.
17.5. Anti-dilution provisions
The options and conditional awards granted on 12 March 2025 include
anti-dilution provisions designed to maintain the relative ownership interests
of the relevant Directors in the event that warrants outstanding at the time
of grant are subsequently exercised.
Under these provisions, additional share options and conditional awards may be
granted on substantially the same terms as the original awards where dilution
arises as a result of such warrant exercises. The anti-dilution mechanism does
not apply to warrants issued after the relevant grant dates.
These arrangements were disclosed at the time of grant and approved by
shareholders. Any additional options issued pursuant to these provisions are
accounted for in accordance with IFRS 2 and treated as modifications to the
original awards, where applicable.
17.6. Warrants
The Company has issued warrants during the year both:
· in connection with equity fundraising activities; and
· in limited cases, in consideration for professional and advisory
services.
Warrants issued in connection with equity fundraising activities are treated
as equity instruments and fall outside the scope of IFRS 2.
Warrants issued in consideration for services rendered are accounted for as
equity-settled share-based payment arrangements under IFRS 2 and are included
within the share-based payment expense recognised for the year.
Further details of warrants outstanding at the year end, including movements
during the year and key terms, are set out in note 18.
17.7. Warrants accounted for under IFRS 2
During the year, the Company issued and modified certain warrants in
consideration for professional and advisory services. These warrants were
assessed as equity-settled share-based payment arrangements in accordance with
IFRS 2 Share-based Payment.
Warrants issued solely in connection with equity fundraisings are treated as
equity instruments and fall outside the scope of IFRS 2. Such warrants are
disclosed separately in note 18.
Modification of warrants
On 17 October 2024, in connection with a fundraising undertaken during the
period, the Company modified the terms of all warrants previously issued,
including those for services, by repricing them to an exercise price of
£0.000375 per share.
In accordance with IFRS 2, the modification was accounted for by measuring the
incremental fair value arising from the change in terms at the date of
modification. The fair value of the original awards immediately prior to
modification was included in the calculation but was immaterial in amount.
Accordingly, for clarity of presentation, only the valuation assumptions
applied to the revised terms are disclosed.
17.8. Fair value measurement and valuation assumptions
The fair value of share options and warrants granted during the year was
determined using the Black-Scholes option pricing model.
The model incorporates the following inputs:
· market price of the Company's shares at the grant date;
· exercise price of the option or warrant;
· expected share price volatility;
· expected life of the option or warrant;
· risk-free interest rate; and
· expected dividend yield (assumed to be nil).
Share options and conditional awards
The valuation assumptions applied to share options granted during the year are
set out below:
Group and Company Options and conditional awards granted Options and conditional awards granted
29 January 2025 12 March 2025
Expected life (years) 3 3
Risk-free rate 4.75% 4.50%
Expected volatility 20.00% 20.00%
Dividend yield Nil Nil
Share price at grant £0.000315 £0.000375
Exercise price £0.000315 £0.000010
The share options and conditional awards granted expire on the 10(th)
anniversary of the grant date. For valuation purposes, an expected life of
three years has been applied, consistent with market practice for UK small-cap
listed entities.
Warrants issued or modified for services
During the year, the Company issued and modified certain warrants in
consideration for professional and advisory services. These warrants were
assessed as equity-settled share-based payment arrangements under IFRS 2.
Where warrants were modified, the incremental fair value arising from the
change in terms was measured at the modification date. The fair value of the
original terms immediately prior to modification was assessed as immaterial
and, for clarity of presentation, the valuation assumptions for the original
terms are not presented separately.
For clarity of presentation, the fair value arising from warrant modifications
and new warrant issuances during the year has been presented on an aggregated
basis. The underlying valuation assumptions applied to each event are
disclosed below.
The valuation assumptions applied to warrants issued or modified for services
during the year are set out below:
Group and Company Warrants modified 17 October 2024 Warrants granted 24 October 2024 Warrants granted
7 April 2025
Expected life (years) 2.4 2.4 1.9
Risk-free rate 5.00% 5.00% 4.50%
Expected volatility 20.00% 20.00% 185.73%
Dividend yield Nil Nil Nil
Share price at grant £0.000335 £0.000310 £0.002700
Exercise price £0.000375 £0.000375 £0.000375
The expected volatility applied to warrants granted on 7 April 2025 reflects
the increased share price volatility observed during the period immediately
preceding the grant date.
17.9. Share-based payment expense
The total share-based payment expense recognised for the year ended 30
September 2025 was £189,646 (2024: £nil), comprising charges in respect of
share options, conditional awards and warrants issued or modified for
services.
The warrant-related charge recognised during the year principally relates to
warrants issued in April 2025, which had a material fair value at grant date
due to the prevailing market price of the Company's shares. The incremental
fair value arising from the repricing of existing warrants in October 2024 was
not material in isolation.
The following table reconciles the total expense recognised during the year:
Group and Company Fair value Charge recognised
£
£
Options granted on 29 January 2025 32,343 7,236
Options and conditional awards granted on 12 March 2025 686,743 127,314
Warrants issued or modified for services 55,097 55,096
Total 774,183 189,646
The share-based payment charge has been recognised within administrative
expenses in the consolidated statement of comprehensive income, with a
corresponding credit to the share-based payment reserve.
The remaining fair value of equity-settled awards will be recognised over the
remaining vesting or service periods in accordance with IFRS 2.
17.10. Post-year-end matters
Subsequent to the year end, on 6 October 2025, the Company implemented a 10:1
share consolidation, whereby every ten existing ordinary shares were
consolidated into one ordinary share. Further details of the share
consolidation are set out in note 15.
As a consequence of the share consolidation, the number of options and
conditional awards outstanding and their exercise prices were adjusted in
accordance with the terms of the relevant option awards. These adjustments
were mechanical in nature and did not result in any modification to the fair
value of the awards for the purposes of IFRS 2 Share-based Payment.
Following the year end, there were a number of developments relating to
share-based payment arrangements arising from changes in Board composition.
These events occurred after the reporting date and are therefore treated as
non-adjusting subsequent events.
On 17 December 2025, Jack Allardyce was appointed as an Executive Director of
the Company, replacing Richard Edwards, who stepped down from the Board. In
connection with his appointment, the Company granted options over ordinary
shares to Mr Allardyce to align his interests with the Company's strategic
objectives. The grants comprised:
· 4,000,000 options with an exercise price of £0.00315 per share; and
· 4,166,667 options with an exercise price of £0.0001 per share,
with each award vesting on 12 March 2026. The exercise prices reflect the
adjustments to existing share options and conditional awards associated with
the October 2025 share consolidation.
On the same date, the treatment of Richard Edwards' existing option awards
under the capAI plc Long Term Incentive Plan was confirmed. He was treated as
a good leaver and the following was agreed by the remuneration committee:
· Retainment of the vested portion of his share options (28,000,000
share options at exercise price of £0.00315 and 25,000,000 share options at
exercise price of £0.0001);
· accelerated vesting of two-thirds of the third tranche of both his
January 2025 and March 2025 share option awards (8,000,000 share options at
exercise price of £0.00315 and 8,333,333 share options at exercise price of
£0.0001); and
· cancellation of the remaining one-third of the third tranche of those
share option awards (4,000,000 share options at exercise price of £0.00315
and 4,166,667 share options at exercise price of £0.0001).
The anti-dilution protection provisions attached to the March 2025 option
award were removed from the retained portion of the third tranche. All
retained options remain subject to their original terms, including exercise
periods and any applicable holding restrictions.
No other material modifications to share-based payment arrangements occurred
after the reporting period.
18. Warrants
18.1. Accounting policy
Warrants issued in connection with equity fundraising transactions are treated
as equity instruments and fall outside the scope of IFRS 2 Share-based
Payment. Warrants issued in consideration for services rendered are assessed
under IFRS 2 and, where material, accounted for as equity-settled share-based
payments.
All warrants are classified as equity and are not subsequently remeasured.
18.2. Movement in warrants
Group and Company Number of warrants
Outstanding at 1 October 2024 801,579,499
Warrants issued pursuant to placings and fundraisings 1,287,500,000
Warrants issued for services 38,625,000
Warrants exercised during the year (612,828,300)
Outstanding at 30 September 2025 1,514,876,199
The warrants issued pursuant to placings and fundraisings comprise warrants
issued in connection with the October 2024 fundraising and the conditional
fundraising announced in March 2025. Warrants issued for services relate to
advisory and professional services provided to the Company during the period.
Numbers shown are prior to the 10:1 share consolidation completed after the
year end.
18.3. Warrants outstanding at the year end
At 30 September 2025, the principal warrants outstanding were as follows:
Expiry date Exercise price Number of warrants
£
March 2027 0.000375 90,204,499
May 2027 0.000375 422,171,700
October 2027 0.000375 390,000,000
April 2026 0.000800 612,500,000
Total 1,514,876,199
The expiry dates shown above are stated by month and year; the warrants expire
on the corresponding anniversary dates of issue in each case.
18.4. Repricing of warrants
On 17 October 2024, in connection with the October 2024 fundraising, the
Company repriced all warrants outstanding at that time to an exercise price of
£0.000375 per share, in order to ensure consistency across warrant
instruments and to increase the likelihood of exercise based on the prevailing
market price.
The repricing constituted a modification of equity-settled instruments under
IFRS 2. The incremental fair value arising from the modification was
determined using the Black-Scholes option pricing model and was not material
in isolation. The resulting charge has been recognised within administrative
expenses and forms part of the total share-based payment expense disclosed in
note 17.
18.5. Warrants issued for services
During the year, the Company issued warrants in consideration for professional
and advisory services.
Such warrants were assessed under IFRS 2 Share-based Payment. Details of the
fair value recognised and the accounting treatment applied are disclosed in
note 17.
18.6. Share consolidation (post year-end)
Subsequent to the year end, following the 10:1 share consolidation implemented
on 6 October 2025, the number of warrants outstanding and their exercise
prices were adjusted in accordance with their respective terms. These
adjustments were mechanical in nature and did not give rise to any accounting
impact.
18.7. Dilution
The warrants outstanding at the year-end are potentially dilutive. However, as
the Group reported a loss for the year ended 30 September 2025, the warrants
have not been included in the calculation of diluted loss per share in
accordance with IAS 33 Earnings per Share. For the comparative year ended 30
September 2024, diluted earnings per share was presented where applicable in
accordance with IAS 33.
19. Financial instruments and risk management
19.1. Accounting policy
The Group's financial instruments comprise cash and cash equivalents, trade
and other receivables, and trade and other payables. Financial assets and
liabilities are recognised when the Group becomes a party to the contractual
provisions of the instrument.
Financial assets and liabilities are measured at amortised cost. The Group
does not hold any derivative financial instruments and does not apply hedge
accounting.
The Group has no outstanding loan balances at the reporting date. Historic
loan and creditor balances that were derecognised in the prior year, following
a review of their enforceability, are discussed in note 7 and do not give rise
to any ongoing financial instrument or related risk exposure.
19.2. Risk management objectives
The Group's principal financial risks are liquidity risk, credit risk and
market risk. The Board is responsible for overseeing the management of these
risks and has established policies and procedures that it considers
appropriate to the size, complexity and stage of development of the Group.
Further detail on the principal risks facing the Group is set out in the
Strategic Report.
19.3. Liquidity risk
Liquidity risk is the risk that the Group will be unable to meet its financial
obligations as they fall due. The Group manages liquidity risk by maintaining
appropriate cash reserves and monitoring forecast cash flows.
As an early-stage operating and incubation business, the Group may require
additional funding to execute its strategy. The Directors keep funding
requirements under regular review and seek to ensure that sufficient resources
are available to meet the Group's obligations as they fall due.
Trade and other payables are primarily due within three months.
19.4. Credit risk
Credit risk is the risk of financial loss arising from a counterparty's
failure to meet its contractual obligations. The Group's exposure to credit
risk is limited, as it does not have material trade receivables.
Cash and cash equivalents are held with major financial institutions with
strong credit ratings. The Directors do not consider the Group to be exposed
to any significant concentration of credit risk.
19.5. Market risk
Foreign currency risk
The Group has exposure to foreign currency risk arising primarily from
operations conducted through its US subsidiary. Transactions denominated in
foreign currencies are translated into sterling at the exchange rate
prevailing at the date of the transaction.
The Group does not currently use financial instruments to hedge foreign
currency exposure. Foreign exchange risk is monitored by the Board and
considered to be manageable given the current scale of overseas activities.
Interest rate risk
The Group has limited exposure to interest rate risk, as it does not have
material interest-bearing borrowings. Cash balances may be subject to variable
interest rates; however, the impact of interest rate movements is not
considered material.
20. Related party transactions
Related parties comprise the Directors of the Company and entities over which
they exercise control or significant influence.
All related party transactions were conducted on arm's-length terms unless
otherwise stated.
20.1. Directors' participation in fundraisings
During the year, certain Directors participated in equity and debt
fundraisings undertaken by the Company, on the same terms as those offered to
other investors:
· In October 2024, Richard Edwards subscribed £37,500 as part of the
fundraising announced on 17 October 2024. This comprised £16,750 in ordinary
shares and £20,750 in convertible loan notes ("CLNs"). The CLNs were
subsequently converted into ordinary shares, which were admitted to trading on
7 April 2025.
· As part of the conditional fundraising announced on 12 March 2025,
Richard Edwards subscribed £50,000, Professor Ronjon Nag subscribed £50,000
and Sarah Davy subscribed £12,500.
Further details of the resulting share issuances and conversions are set out
in note 15.
20.2. Professional fees
Included within administrative expenses for the year is an accrual of £14,000
payable to Coat Capital Limited in respect of accounting and financial
reporting services. Coat Capital Limited is jointly owned by Richard Edwards,
who served as a Director of the Company during the reporting period, and his
spouse.
The balance remained outstanding at 30 September 2025 and is included within
accruals.
As disclosed in prior period financial statements, administrative expenses for
the year ended 30 September 2024 included accounting fees of £16,000 payable
to Coat Capital Limited. This amount was settled during the current year
through the issue of ordinary shares admitted to trading on 7 April 2025.
20.3. Loan from connected party of a Director
As at 30 September 2024, the Company owed £16,000 to Bryan Dart, the brother
of Geoffrey Gilbert Dart, who served as a Director of the Company during the
reporting period.
On 12 November 2024, a payment of £16,000 was made in full and final
settlement of the outstanding balance. The remaining balance of £10,687 was
formally waived by Bryan Dart and was written back to profit or loss in the
year ended 30 September 2024.
The loan was unsecured, interest free and repayable on demand.
20.4. Stock loan
To facilitate the timely delivery of shares following warrant exercises
announced on 2 May 2025, the Company entered into a short-term stock loan
agreement with Richard Edwards, a Director of the Company during the period.
This related party transaction was approved by the independent directors and
subsequently by shareholders at a General Meeting held on 28 May 2025. The
stock loan was repaid in full through the allotment of ordinary shares on 9
June 2025.
20.5. Intercompany management charges
During the year, the Company recognised an income accrual in respect of
management services provided to capMedia, Inc, a wholly owned subsidiary. The
income was recognised through an intercompany accrual at the reporting date,
and invoiced post year end.
At 30 September 2025, an amount of £63,725 (2024: £nil) was included within
other receivables in the Company balance sheet, with a corresponding accrual
recognised in capMedia, Inc.
The balances were eliminated on consolidation. Accordingly, they do not form
part of trade and other receivables, or trade or other creditors in the
consolidated financial statements. Further details are set out in note 14.
20.6. Share-based payments
During the year, the Company granted share options and conditional awards to
certain Directors as part of its long-term incentive arrangements:
· On 29 January 2025, 500,000,000 options were granted, comprising
400,000,000 to Richard Edwards and 100,000,000 to Sarah Davy.
· On 12 March 2025, 1,875,000,000 options and conditional awards were
granted, comprising 375,000,000 to Richard Edwards and 1,500,000,000 to
Professor Ronjon Nag.
Further details of these arrangements, including vesting conditions and
valuation assumptions, are disclosed in note 17. Post year end certain of
these awards were modified, as disclosed in note 22.
20.7. Outstanding balances
At 30 September 2025, other than the accruals disclosed in notes 20.2 and 20.5
above, there were no material balances outstanding with related parties.
21. Ultimate controlling party
The Directors consider that the Company has no ultimate controlling party.
22. Events after the reporting period
The following events occurred after the reporting period:
· On 6 October 2025, the Company implemented a 10:1 share
consolidation, whereby every ten existing ordinary shares were consolidated
into one ordinary share. Further details are set out in note 16.
· At the same time, the Company adopted new Articles of Association to
reflect, inter alia, the share consolidation and the revised capital
structure.
· On 3 October 2025, the Company incorporated capMedical, Inc, a wholly
owned subsidiary incorporated in the United States, to support the Group's
planned expansion into AI-enabled applications in healthcare, medicine and
related sectors.
· Subsequent to the year end, there were changes to the Board,
including the resignation of Richard Edwards and the appointment of Jack
Allardyce as an Executive Director.
· Following these Board changes, share option awards were modified and
additional options were granted in accordance with the terms of the Company's
long-term incentive arrangements. Further details are disclosed in note 17.
· Adjustments were made to outstanding warrants and options to reflect
the share consolidation. These adjustments were mechanical in nature and did
not result in any accounting impact.
No other material events occurred after the reporting period that require
disclosure or adjustment to the financial statements.
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