REG - Capai PLC - Half-year Report
30/06/2025 14:30
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250630:nRSd0271Pa&default-theme=true
RNS Number : 0271P Capai PLC 30 June 2025
30 June 2025
capAI Plc
(the "Company")
Interim Results for the six-month period ended 31 March 2025
capAI plc (LSE: CPAI) is pleased to announce its unaudited interim results for
the six-month period ended 31 March 2025.
For further information, please contact:
Company:
capAI plc hello@capaiplc.com
Broker Enquiries:
Peterhouse Capital Limited Tel: +44 (0) 207 469 0930
Chairman's Statement
The period under review marked a phase of exceptional activity and
transformation for the Group.
I am absolutely delighted with the progress made, and the Group ends the
period as a significantly improved and fundamentally different entity from the
one that began it. Encouragingly, momentum has continued post period-end, with
further progress already underway that positions the Group well for future
value creation.
On 16 October 2024, I was appointed as Executive Chairman and immediately set
about streamlining and strengthening the Company's affairs, resolving legacy
matters, and establishing a strong foundation for future strategic growth.
Shortly thereafter, on 17 October 2024, the Company raised £150,000 through a
combination of a £98,500 placing at £0.00025 per share and the issue of
£51,500 of convertible loan notes. Each share and convertible loan note
carried a warrant exercisable at £0.000375 for three years, and all existing
warrants were re-priced to that level to ensure consistency and increase the
likelihood of exercise based on the prevailing share price at that time. I
participated in the October 2024 placing, investing £37,500, demonstrating
personal financial commitment to the Company's transformation. The convertible
loan notes were subsequently converted, and the resulting shares were admitted
to trading on 7 and 11 April 2025.
On 29 January 2025, the Board announced a strategic repositioning of the Group
to focus exclusively on the Artificial Intelligence ("AI") space, with a view
to delivering significant capital growth. As part of this transformation, the
Company changed its name to capAI plc (LSE: CPAI), effective from 4 February
2025.
To support this new direction, the composition of the Board was refreshed.
Marcus Yeoman and Sarah Davy were appointed to the Board, while Paul Gazzard
stepped down.
To further align management with shareholder value creation, share options
were granted to Sarah Davy and me on 29 January 2025, subject to vesting
conditions based on continued service and share price performance.
On 12 March 2025, we announced the proposed appointment of Professor Ronjon
Nag to the Board as an Executive Director. His appointment represented a major
milestone for the Company, bringing on board a globally recognised AI
investor, inventor, and entrepreneur with over 40 years of experience.
Professor Nag has cultivated deep, long-standing relationships with
world-leading institutions including Stanford University, MIT, UC Berkeley,
and Cambridge University. He is the Founder and Managing Director of R42, a
Silicon Valley-based investment group focused on the invention and backing of
AI, longevity, and deep tech ventures. Professor Nag formally joined the Board
on 1 April 2025.
Since my appointment in October 2024, I have not accrued or received any
salary, and both Professor Nag and I have agreed to forego fixed remuneration
in favour of performance-linked remuneration. On the same date, I was
therefore granted additional share options, while Professor Nag received new
performance-based options. Both awards are subject to conditions relating to
continued service and share price appreciation.
To support the repositioning, the Company announced a conditional fundraise of
£275,000 at £0.0004 per share, representing a 6.7% premium to the closing
mid-market price on 11 March 2025. The fundraise was conditional on
shareholder approval at the Annual General Meeting on 31 March 2025 and the
admission of the shares to the Official List and to trading on the Main
Market. Current and prospective Directors subscribed for £112,500,
demonstrating strong internal alignment. Each share carried a warrant
exercisable at £0.0008 for one year. Following AGM approval and completion of
the listing process, the shares were admitted to trading on 7 April 2025.
Principal Risks and Uncertainties
As at 31 March 2025, the Group was executing its refined AI-led strategy under
a refreshed leadership team, supported by a recent fundraising. The Board
continues to monitor and manage risks actively.
Key risks for the remainder of the financial year include:
Strategic and Execution Risk: Delivery of the Group's AI strategy depends on
identifying and developing quality opportunities, structuring ventures
effectively, and scaling efficiently. Operational complexity and disciplined
execution remain central priorities.
Key Personnel Risk: The Group's progress is closely tied to its small senior
team, particularly Professor Nag. The loss of key individuals could impact
delivery. This is mitigated through share options and robust governance.
Funding and Market Risk: While the Group had sufficient resources at the
period end, this position was further strengthened post period-end through the
receipt of proceeds from a placing and the exercise of warrants. The Board is
on record as being disciplined and measured in its approach to dilution,
seeking to balance funding needs with shareholder value. Nonetheless, future
funding may be required to support the growth of projects. The Group
recognises that investor sentiment and broader economic conditions may
influence access to capital.
Regulatory and Related Party Risk: The Company is subject to the UK Listing
Rules, Market Abuse Regulation, and Disclosure and Transparency Rules ("DTR").
Related party matters, especially regarding the strategic alliance with R42,
are subject to clear procedures and oversight by independent directors.
Going Concern: The Board considers it appropriate to adopt the going concern
basis, while remaining mindful of future delivery milestones and capital
planning.
Financial Risk: The Group had limited borrowings at period end, comprising
outstanding convertible loan notes which were subsequently converted in April
2025. Liquidity was managed conservatively to support operations and strategic
objectives.
Post-Period Update: Following the period-end, the Group formally launched its
AI operating strategy and entered into a strategic alliance with R42. While
this enhances access to innovation and execution capability, it introduces
partnership and delivery risk, which remains under close Board oversight.
Financial Review
The Group did not generate revenue during the period, reflecting its strategic
repositioning toward the AI space.
The loss before taxation for the six-month period ended 31 March 2025 was
£136,946 (six-month period ended 31 March 2024: profit of £198,326),
primarily due to administrative expenses. The prior period profit resulted
from a one-off write-back of loans and debts totalling £237,509.
Administrative expenses of £137,062 (six-month period ended 31 March 2024:
£39,183) were incurred during the period, mainly in connection with
maintaining the Company's listing on the Official List and supporting ongoing
operations. These costs included regulatory and professional fees, consultancy
services, D&O insurance, non-executive director fees, and executive
director share-based remuneration.
Cash and cash equivalents as at 31 March 2025 stood at £101,101, up from
£13,043 as at 31 March 2024, an increase due to fundraising during the
period. This position has been further strengthened post period-end by the
completion of a £275,000 conditional placing (of which £61,000 had been
received on account as at 31 March 2025) and gross proceeds of £191,523 from
warrant exercises.
The Directors remain confident in the Group's ability to continue as a going
concern, supported by successful fundraisings and ongoing strategic
developments.
Directors
The Directors of the Company during the period ended 31 March 2025 and after
the period-end were:
Professor Ronjon Nag (appointed on 1 April 2025)
Richard Andrew Edwards (appointed on 16 October 2024)
Sarah Jane Davy (appointed on 29 January 2025)
Marcus Yeoman (appointed on 29 January 2025)
Paul Terence Gazzard (resigned on 29 January 2025)
Related Party Disclosures
Details of Director participation in fundraisings, share option grants, and
related party transactions are disclosed in the Chairman's Statement and are
further explained in the notes to the interim financial statements.
Directors' Responsibility Statement
The Directors confirm to the best of their knowledge:
· the interim financial statements have been prepared in accordance with
International Accounting Standard 34, Interim Financial Reporting, as adopted
by the EU;
· the interim financial statements give a true and fair view of the
assets and liabilities, financial position and loss of the Group;
· the Interim Report includes a fair review of the information required
by DTR 4.2.7R, being an indication of important events that have occurred
during the first six months of the financial year and their impact on the
interim financial information, and a fair description of the principal risks
and uncertainties for the remaining six months of the year; and
· the interim financial information includes a fair review of the
information required by DTR 4.2.8R, being the information required on related
party transactions.
Subsequent Events
Since the period-end, several significant developments have taken place to
advance the Group's AI-led strategy.
On 1 April 2025, Professor Ronjon Nag was appointed to the Board as an
Executive Director.
The conditional fundraising of £275,000, announced on 12 March 2025, became
unconditional. The shares were admitted to trading on 7 April 2025. Shares
were also issued on conversion of outstanding convertible loan notes, admitted
on 7 and 11 April 2025 respectively. This included the issue of shares in
settlement of professional fees.
On 14 April 2025, the Group announced a strategic framework: Identify,
Incubate, and Invent, designed to drive the development of transformative AI
systems. This strategic approach reflects Professor Nag's deep experience and
acknowledges the seismic shift in start-up creation driven by the "One-Person
Unicorn" model. This concept envisions individuals, empowered by AI, building
companies aspiring to billion-dollar valuations. While these ventures are
rarely operated by just one person in practice, they typically begin with
ultra-lean teams designed to maximise agility and innovation from the outset.
To support this direction, the Company launched refreshed branding, including
a new logo and website at www.capai.group (http://www.capai.group) , and
established an internal ecosystem to create and support new AI ventures.
On 23 April 2025, the Company announced warrant exercises for 110,728,300
ordinary shares, admitted to trading on 24 April 2025, raising gross proceeds
of £41,523.
On 2 May 2025, the Company announced conditional warrant exercises for
400,000,000 shares, with expected proceeds of £150,000. To ensure timely
delivery, a short-term stock loan agreement was entered into between the
Company and me. As a related party transaction, I and my associates abstained
from all Board and shareholder voting. The agreement was approved by
independent directors, and then shareholders at a General Meeting on 28 May
2025. Following approval, shares were transferred, warrants delivered by 2
June 2025, and the loan repaid in full with an equivalent share allotment on 9
June 2025.
At the same General Meeting, the historic serious loss of capital was
discussed. This legacy matter arose from earlier activities under former
management and had not been formally addressed at the time. In the interest of
transparency and good governance, the current Board ensured the issue was
considered in line with statutory requirements under Company Law. As this
related to a historical matter, the Board considered it a necessary procedural
step that does not reflect the Group's ongoing repositioning or
forward-looking growth plans in the AI space.
On 27 May 2025, the Group announced a strategic alliance with R42, effective
from 1 June 2025, another key milestone in delivering its AI operating
strategy.
Under the agreement, the Group secured preferential development rights,
including a right of first refusal to jointly develop selected R42 projects.
This provides shareholders with structured access to early-stage AI
opportunities typically available only through private US venture channels.
The Group and R42 will also collaborate to incubate external AI projects
beyond their current portfolios.
While the alliance initially targets opportunities in media and medicine, it
offers strategic flexibility to pursue exceptional, high-growth ventures
across the broader AI landscape, reinforcing the Group's ambition to remain
agile and at the forefront of innovation.
Outlook
The Board is confident in the Group's strategic direction and its ability to
deliver meaningful long-term value for shareholders. The Group is progressing
its three-pillar strategy to Identify, Incubate and Invent high-impact AI
ventures, supported by its partnership with R42 and the proven track record of
its leadership team.
The Group's core philosophy is to grow the business through high-efficiency,
AI operating ventures while mitigating dilution for shareholders. This
approach challenges the traditional reliance on large teams, significant
capital, and lengthy development cycles, both within the day-to-day operations
of capAI and in its approach to project development.
The Board extends its sincere thanks to shareholders, partners and advisers
for their continued support and belief in the Group's vision.
We look forward to the journey ahead as the Board remains focused on executing
the Group's strategic vision.
On behalf of the Board
Richard Edwards
Executive Chairman
30 June 2025
Consolidated Condensed Statement of Comprehensive Income
For the six-month period ended 31 March 2025
Note Group Group Group
Unaudited Unaudited Audited
Six-month Six-monthperiod ended Year
period ended 31 March ended
31 March 2024 30 September 2024
2025 £ £
£
Continuing operations
Administrative expenses (137,062) (39,183) (226,866)
Operating loss (137,062) (39,183) (226,866)
Interest receivable 116 - -
Write-back of loans and debts - 237,509 248,198
(Loss)/profit before taxation (136,946) 198,326 21,332
Taxation - - -
(Loss)/profit for the period from continuing operations
(136,946) 198,326 21,332
Discontinued operations
Profit for the period from discontinued operations
- - 91,380
Total comprehensive (loss)/income for the period
(136,946) 198,326 112,712
Total comprehensive (loss)/income for the period attributable to:
Equity holders of the company (136,946) 198,326 112,712
(136,946) 198,326 112,712
(Loss)/earnings per share attributable to equity owners
Continuing operations - basic 5 (0.00007) 0.0004 0.0002
Continuing operations - diluted 5 (0.00003) 0.0004 0.0002
Discontinued operations - basic and diluted
5 - - 0.00010
Consolidated Condensed Statement of Financial Position
As at 31 March 2025
Note Group Group Group
Unaudited Unaudited Audited
As at As at As at
31 March 31 March 30 September 2024
2025 2024 £
£ £
Assets
Non-current assets
Investment in subsidiaries 3 - - -
Current assets
Trade and other receivables 4 40,108 18,098 31,022
Cash and cash equivalents 101,101 13,043 28,329
Total assets 141,209 31,141 59,351
Equity and liabilities
Equity
Share capital 6 1,535,375 1,523,935 1,531,435
Share premium 7 2,128,673 1,741,613 2,034,113
Share based payments reserve 8 17,334 2,960 2,960
Retained deficit (3,776,719) (3,554,159) (3,639,773)
(95,337) (285,651) (71,265)
Current liabilities
Trade and other payables 9 236,546 316,792 130,616
Total equity and liabilities 141,209 31,141 59,351
Total equity and liabilities attributable to:
Equity holders of the company 141,209 31,141 59,351
141,209 31,141 59,351
Consolidated Condensed Statement of Changes in Equity
For the six-month period ended 31 March 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 period - - - 198,326- 198,326
Total comprehensive income for the period - - - 198,326- 198,326
Issue of ordinary shares 907,692 492,308 - - 1,400,000
Total transactions with owners 907,692 492,308 - - 1,400,000
Balance at 31 March 2024 1,523,935 1,741,613 2,960 (3,554,159) (285,651)
Loss for the period - - - (85,614) (85,614)
Total comprehensive loss for the period - - - (85,614) (85,614)
Issue of ordinary shares 7,500 292,500 - - 300,000
Total transactions with owners 7,500 292,500 - - 300,000
Balance as at 30 September 2024 1,531,435 2,034,113 2,960 (3,639,773) (71,265)
Loss for the period - - - (122,572) (122,572)
Share-based payment expense - - 14,374 (14,374) --
Total comprehensive loss for the period - - 14,374 (136,946) (122,572)
Issue of ordinary shares 3,940 94,560 - - 98,500
Total transactions with owners 3,940 94,560 - - 98,500
Balance as at 31 March 2025 1,535,375 2,128,673 17,334 (3,776,719) (95,337)
Consolidated Condensed Statement of Cash Flows
For the six-month period ended 31 March 2025
Group- Group Group
Unaudited- Unaudited Audited
Six-month- Six-month Year
period ended- period ended ended
31 March- 31 March 30- September 2024
2025- 2024 £
£- £
Operating activities
(Loss)/profit before taxation (136,946) 198,326- 112,712-
Share-based payment expense 14,374- -- ---
Write-back of loans and debts --- (237,509) (340,946)
(Increase)/decrease in trade and other receivables (9,086)- (17,564) (30,488)
Increase/(decrease) in trade and other payables 105,930- 53,140- (69,599)
Net cash used in operating activities (25,728) (3,607) (328,321)
Cash flows from financing activities
Proceeds from issue of shares 98,500- -- 300,000-
Loans received --- -- 40,000-
Net cash generated from financing activities 98,500- -- 340,000-
Cash flows from investing activities
Net cash generated from investing activities --- --- --
Net increase/(decrease) in cash and cash equivalents in period 72,772- (3,607) 11,679-
Cash and cash equivalents at beginning of period 28,329- 16,650- 16,650-
Cash and cash equivalents at end of period 101,101- 13,043- 28,329-
Notes to the Unaudited Condensed Interim Financial Statements
For the six-month period ended 31 March 2025
1. General
information
capAI plc (the "Company") is a public limited company incorporated in England
and Wales on 20 April 2011. During the reporting period, on 4 February 2025,
the Company changed its name from Dukemount Capital plc to capAI plc to
reflect its strategic repositioning in the AI sector.
The Company was admitted to the Official List of the Financial Conduct
Authority by way of a Standard Listing and to trading on the Main Market of
the London Stock Exchange on 29 March 2017. Following UK Listing Reforms
effective 29 July 2024, the Company has been mapped to the Equity Shares
(Transition) category, under which it continues to comply with the Standard
Listing requirements.
The interim report and financial statements for the six-month period ended 31
March 2025 comprise the results of the Company and its subsidiaries (together
referred to as the "Group").
The Group's principal activity is the development and commercialisation of
artificial intelligence technologies through its strategic framework:
Identify, Incubate and Invent. It focuses on sourcing, building and scaling
high-efficiency, high-impact ventures, with an initial emphasis on media and
medicine, while retaining flexibility to pursue exceptional opportunities
across the broader AI, deep tech and longevity landscape.
The Company's registered office is 9 Innovation Place, Douglas Drive,
Godalming, Surrey, GU7 1JX.
2. Basis of
preparation
These condensed consolidated interim financial statements have been prepared
under the historical cost convention, on a going concern basis, and in
accordance with International Financial Reporting Standards, International
Accounting Standards and IFRIC interpretations as adopted for use in the
United Kingdom ("IFRS"). The condensed consolidated interim financial
statements contained in this document do not constitute statutory accounts. In
the opinion of the Directors, the condensed consolidated interim financial
statements fairly present the financial position, performance and cash flows
for the period. The Board of Directors approved this Interim Financial Report
on 30 June 2025.
The Group's accounting reference date is 30 September. Accordingly, this
interim reporting period covers the six months from 1 October 2024 to 31 March
2025, with comparatives presented for the six-month period ended 31 March 2024
and the year ended 30 September 2024.
Statement of compliance
The interim report includes the condensed consolidated interim financial
statements, which have been prepared in accordance with International
Accounting Standard 34 'Interim Financial Reporting'. These financial
statements should be read in conjunction with the Group's annual financial
statements for the year ended 30 September 2024, which were prepared in
accordance with IFRS as adopted in the United Kingdom.
Accounting policies
The accounting policies and methods of computation followed in the preparation
of the interim financial statements are consistent with those used in the
Group's annual financial statements for the year ended 30 September 2024.
There have been no new accounting standards or interpretations adopted in the
current period that have a material impact on the financial information.
Going concern
The Directors have assessed the Group's ability to continue as a going
concern, taking into account its financial position as at 31 March 2025 and
developments since the period end. While the Group had sufficient resources at
the reporting date, this position was further strengthened post period-end
through proceeds received from a placing and the exercise of warrants.
The Directors believe it is appropriate to prepare these interim financial
statements on a going concern basis. While further funding may be required to
support the execution and scale-up of the Group's AI strategy, the Board is
confident in its ability to secure such funding as and when required. This
confidence is underpinned by the Group's strategic repositioning into a
high-growth and topical sector, strong shareholder alignment, and the recent
appointment of Professor Ronjon Nag, a globally recognised AI investor and
entrepreneur, to the Board.
The Board remains committed to a disciplined approach to capital raising, with
a focus on balancing growth and shareholder value. Although the timing and
availability of future funding are subject to market conditions, the Directors
consider that the Group is well placed to attract further investment. However,
the potential requirement for additional capital represents a material
uncertainty that may cast significant doubt over the Group's ability to
continue as a going concern. Notwithstanding this uncertainty, the Directors
are satisfied that the going concern basis remains appropriate
3. Investment in
subsidiaries
Group Group Group
Unaudited Unaudited Audited
As At As at As at
31 March 31 March 30 September 2024
2025 2024
£ £ £
Investments in subsidiaries - - -
Details of subsidiaries
Details of the subsidiaries at 31 March 2025 are as follows:
capAI opportunities Ltd (formerly Dukemount Ltd)
4 Trade and other
receivables
Group Group Group
Unaudited Unaudited Audited
As At As at As at
31 March 31 March 30 September 2024
2025 2024
£ £ £
Other receivables, including prepayments 40,108 18,098 31,022
40,110 18,099 31,022
5. Earnings per share
Basic (loss)/earnings per share is calculated by dividing the total
comprehensive (loss)/income attributable to equity holders of the Group by the
weighted average number of ordinary shares in issue during the period.
Group- Group Group
Unaudited- Unaudited Audited
As at- As at As at
31 March- 31 March 30 September 2024
2025- 2024
£- £ £
(Loss)/profit on continuing operations (136,946) 198,326 21,332
Profit on discontinued operations -- - 91,380
Total comprehensive (loss)/income attributable to equity holders of the (136,946) 198,326 112,712
Group
Weighted average number of shares in issue - expressed in thousands
Basic 2,063,525- 498,171 923,869
Diluted 5,108,272- 498,171 923,869
Basic and diluted (loss)/earnings per share
Continuing operations - basic (0.00007) 0.0004 0.00002
Continuing operations - diluted (0.00003) 0.0004 0.00002
Discontinued operations - basic and diluted -- - 0.00010
Diluted earnings per share for the period ended 31 March 2025 includes the
potential impact of outstanding share options and warrants, where these are
dilutive.
The Company had warrants in issue as at 30 September 2024. However, the
inclusion of such warrants in the weighted average number of shares as
potential dilutive instruments for the year ended 30 September 2024 would have
been anti-dilutive. Accordingly, diluted earnings per share is identical to
basic earnings per share for the period to 31 March 2024 and year to 30
September 2024.
6. Share capital
Ordinary shares Number of Share
Allotted, issued and fully paid Shares Capital
Number £
As at 1 October 2023 616,243,164 616,243
Share consolidation and subdivision into deferred shares (554,618,848) (554,619)
61,624,316 61,624
Shares issued (admitted on 18 January 2024) 7,692,307 7,692
Shares issued (admitted on 5 March 2024) 900,000,000 900,000
As at 31 March 2024 969,316,623 969,316
Subdivision into deferred shares - (959,623)
969,316,623 9,693
Shares issued (admitted on 19 April 2024) 750,000,000 7,500
As at 30 September 2024 1,719,316,623 17,193
Shares issued (admitted on 24 October 2024) 394,000,000 3,940
As at 31 March 2025 2,113,316,623 21,133
On 17 October 2024, the Company raised £150,000 by way of a placing of
£98,500 through the issue of 394,000,000 ordinary shares of £0.00001 at a
price of £0.00025 each ("the Placing Shares") and the issue of £51,500 of
Convertible Loan Notes ("CLNs").
The CLNs were convertible at £0.00025 into 206,000,000 new ordinary Shares of
£0.00001 (the "CLN Shares"). These were converted in their entirety, with
the resulting ordinary shares admitted to trading on 7 and 11 April 2025.
The Placing Shares and the CLN Shares had a one for one warrant attached (the
"Warrants"). The 600,000,000 Warrants are exercisable at £0.000375 per share
for a period of 3 years from the date of admission of the Placing Shares.
As at 31 March 2025, the Company had 2,113,316,623 ordinary shares of
£0.00001 each in issue, with a total nominal value of £21,133.
Deferred shares Number of Share
Allotted, issued and fully paid Shares Capital
Number £
As at 1 October 2023 - -
Subdivision from ordinary shares 61,624,316 554,619
As at 31 March 2024 61,624,316 554,619
Subdivision from ordinary shares 969,316,623 959,623
As at 30 September 2024 and 31 March 2025 1,030,940,939 1,514,242
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 shares of £0.00099 each,
totalling 1,030,940,939 deferred shares with an aggregate nominal value of
£1,514,242.
Ordinary and deferred shares Group Group Group
Allotted, issued and fully paid Unaudited Unaudited Audited
As at As at As at
31 March 31 March 30 September 2024
2025 2024
£ £ £
Ordinary shares 21,133 969,316 17,193
Deferred shares 1,514,242 554,619 1,514,242
1,535,375 1,523,935 1,531,435
7. Share premium
Ordinary shares Share
Allotted, issued and fully paid Premium
£
As at 1 October 2023 1,249,305
Shares issued (admitted on 18 January 2024) 492,308
Shares issued (admitted on 5 March 2024) -
As at 31 March 2024 1,741,613
Shares issued (admitted on 19 April 2024) 292,500
As at 30 September 2024 2,034,113
Shares issued (admitted on 24 October 2024) 94,560
As at 31 March 2025 2,128,673
8. Share based
payments
Warrants
Warrants issued for services provided are accounted for as equity-settled
share-based payments under IFRS 2 - Share-Based Payment. These comprise
adviser warrants granted in consideration for professional services rendered
to the Company. The fair value of such warrants has been determined using the
Black-Scholes option pricing model and is recognised in the statement of
comprehensive income over the relevant service period.
In contrast, warrants issued pursuant to a placing of ordinary shares are
considered to form part of a financing arrangement. As such, they fall outside
the scope of IFRS 2 and are treated as part of the equity instruments issued.
Accordingly, no charge has been made recognised in the statement of
comprehensive income in respect of these placing-related warrants.
As at 31 March 2025, the Company had the following warrants outstanding:
Number of
Warrants
Number
As at 1 October 2023 -
Warrants issued for services provided (expiry on 5 March 2027) 29,079,499
As at 31 March 2024 29,079,499
Warrants issued pursuant to a placing of Ordinary Shares (expiry on 17 May 750,000,000
2027)
Warrants issued for services provided (expiry on 5 March 2027) 22,500,000
As at 30 September 2024 801,579,499
Warrants issued pursuant to a placing of Ordinary Shares (expiry on 29 October 600,000,000
2027)
Warrants issued for services provided (expiry on 5 March 2027) 18,000,000
As at 31 March 2025 1,419,579,499
On 17 October 2024, the Company re-priced all its outstanding warrants to an
exercise price of £0.000375 per share, to ensure consistency and increase the
likelihood of exercise based on the prevailing share price at that time.
Share options
The Company has implemented equity-settled share-based payment arrangements
for its directors, accounted for under IFRS 2 - Share-Based Payment. These
options have been granted under performance-linked incentive schemes designed
to align director remuneration with shareholder value creation.
Vesting of the options is conditional on achieving specific share price
hurdles and maintaining continuous service over defined periods. The fair
value of each grant has been determined using the Black-Scholes option pricing
model, with the total value expensed over the vesting periods in accordance
with IFRS 2.
As at 31 March 2025, the Company had the following options outstanding:
Number of
Options
Number
As at 1 October 2023, 31 March 2024 and 30 September 2024 --
Directors' options (granted on 29 January 2025) 500,000,000
Directors' options (granted on 12 March 2025) 1,875,000,000
As at 31 March 2025 2,375,000,000
Further details of the specific options granted are set out below:
Options granted on 29 January 2025
Richard Edwards Sarah Davy Total Share Price Vesting condition
Hurdle
Number Number Number £
160,000,000 40,000,000 200.000.000 £0.0005 Continuous
employment
120,000,000 30.000.000 150,000,000 £0.0010 6 months continuous employment
120,000,000 30,000,000 150,000,000 £0.0015 12 months continuous employment
400,000,000 100,000,000 500,000,000
The options were granted with an exercise price of £0.000315, being the
closing mid-market price on 28 January 2025.
Options granted on 12 March 2025
Richard Edwards Professor Total Share Price Vesting condition
Ronjon Nag Hurdle
Number Number Number £
125,000,000 500,000,000 625,000,000 £0.0005 Continuous
employment
125,000,000 500.000.000 625,000,000 £0.00125 6 months continuous employment
125,000,000 500,000,000 625,000,000 £0.0030 12 months continuous employment
375,000,000 1,500,000,000 1,875,000,000
The options were granted with an exercise price of £0.00001 (nominal value).
In accordance with the directors' remuneration arrangements as disclosed in
the Company's RNS dated 12 March 2025, the Company has committed that, in the
event the Company's current outstanding warrants (including those issued as
part of the March 2025 conditional fundraising) and previous options (as set
out in the RNS dated 29 January 2025) are exercised, Professor Nag and Richard
Edwards will be granted further options proportionately and on the same terms
as their existing awards. This mechanism is designed to maintain their options
as a consistent percentage of the enlarged issued share capital following such
exercises.
As at the date of approval of these interim financial statements, a total of
510,728,300 warrants had been exercised since the reporting date. In line with
the above arrangements, the Company expects to grant proportionate additional
options to Professor Nag and Richard Edwards in due course. To minimise
administrative burden, such options will be granted in periodic tranches
rather than individually following each warrant or option exercise. No such
additional options had been granted as at 30 June 2025.
Fair value measurement
A Black-Scholes model has been used to determine the fair value of both
warrants and share options at the respective grant dates. The model
incorporates several factors, including:
· the market price of the Company's shares at grant date,
· the exercise price of the instrument,
· expected share price volatility,
· expected life of the option/warrant,
· risk-free interest rate, and
· the expected level of future dividends (assumed nil).
The inputs into the model were as follows:
Granted on Granted on Granted on
5 March 19 April 24 October
2024 2024 2024
Warrant life (years) 3 3 2.375
Risk free rate (%) 5.25% 5.25% 5.00%
Expiry date 5 March 2027 5 March 2027 5 March 2027
Exercise price at grant (£) £0.001 £0.001 £0.000375
Expected volatility (%) 20% 20% 20%
Expected dividend yield -- -- --
Share price at grant (£) £0.000525 £0.000350 £0.000310
Granted on Granted on
29 January 12 March
2025 2025
Options life (years) 3 3
Risk free rate (%) 4.75% 4.50%
Expiry date N/A N/A
Exercise price at grant (£) £0.000315 £0.00001
Expected volatility (%) 20% 20%
Expected dividend yield -- --
Share price at grant (£) £0.000315 £0.000375
The share options granted on 29 January 2025 and 12 March 2025 do not contain
a fixed contractual expiry date. However, for the purposes of calculating the
fair value under IFRS 2, the Company has applied an expected option life of 3
years from the respective grant dates, consistent with small-cap market norms.
The Company has applied an expected volatility of 20% in valuing share-based
payment arrangements using the Black-Scholes model. This reflects historical
share price movement and is considered appropriate for a UK small-cap issuer,
such as the Company. Volatility is assessed at the grant date and is not
adjusted retrospectively.
Share-based payment expense
The total fair value of equity-settled share-based payment arrangements
granted during the period was determined using the Black-Scholes option
pricing model, as detailed above.
The following table presents the fair value of the share-based awards granted
during the period and the corresponding charge recognised in the income
statement:
Fair Charge-
Value Six-month-
period ended-
31 March-
2025
£ £
Directors' options (granted on 29 January 2025) 32,343 1,831
Directors' options (granted on 12 March 2025) 686,743 12,543
719,086 14,374
The fair value of each option was determined using the Black-Scholes model,
assuming a three-year option life, consistent with small-cap norms. Although
the awards vest in tranches over shorter service milestones and share price
performance targets, the Board considers the options to form part of a
longer-term incentive plan. Accordingly, the total fair value is recognised on
a straight-line basis over a three-year service period, reflecting the
substance of the arrangement.
The remainder of the fair value of the share options will be recognised in
future periods over the three-year service period, in accordance with the
requirements of IFRS 2.
Warrants issued for services during the period were assessed to have
immaterial fair value, and accordingly, no charge has been recognised in the
statement of comprehensive income. This repricing on 17 October 2024 did not
give rise to any material incremental charge under IFRS 2.
9. Trade and other
payables
Group Group Group
Unaudited Unaudited Audited
As at As at As at
31 March 31 March 30 September 2024
2025 2024
£ £ £
Trade and other payables 89,878 115,703 88,516
Other creditors 117,243 81,089 -
Accruals 29,425 120,000 42,100
236,546 316,792 130,616
10. Related Party
Transactions
During the period and up to the date of this report, the Group entered into
the following related party transactions in accordance with IAS 24:
Directors' participation in fundraisings
· Richard Edwards (Executive Chairman) subscribed £37,500 in the
placing announced on 17 October 2024. This comprised £16,750 in ordinary
shares and £20,750 in convertible loan notes ("CLNs"). The CLNs were
converted into ordinary shares, admitted to trading on 7 April 2025.
· As part of the conditional £275,000 fundraising announced on 12 March
2025, Richard Edwards subscribed for £50,000, Professor Ronjon Nag (Executive
Director with effect from 1 April 2025) subscribed for £50,000, and Sarah
Davy (Non-Executive Director) subscribed for £12,500. Professor Nag's
subscription was received on 31 March 2025 and is included in other creditors
as at that date.
Professional fees
Included within administrative expenses for the six-month period ended 31
March 2025 is an accrual of £6,000 in respect of accounting services relating
to the preparation of this interim report and associated financial statements.
This amount is payable to Coat Capital Limited, a company jointly owned by
Richard Edwards, a director of the Company, and his spouse. The balance
remains outstanding as at 31 March 2025 and is included in accruals.
As previously disclosed, administrative expenses for the year ended 30
September 2024 included accounting fees of £16,000, also payable to Coat
Capital Limited, in respect of bookkeeping, preparation of financial
statements, auditor liaison, and tax compliance. This amount was settled
through the issue of ordinary shares, which were admitted to trading on 7
April 2025.
Share-based payments
· On 29 January 2025, the Company granted 500,000,000 share options to
directors, comprising 400,000,000 to Richard Edwards and 100,000,000 to Sarah
Davy.
· On 12 March 2025, the Company granted 1,875,000,000 share options to
directors, comprising 375,000,000 to Richard Edwards and 1,500,000,000 to
Professor Nag.
Further details are set out in note 8.
Stock loan
To facilitate 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. This related party transaction was approved by the
independent directors and subsequently by shareholders at a General Meeting on
28 May 2025. The loan was repaid in full via share allotment on 9 June 2025.
Further detail is provided in note 11.
11. Events after the
Reporting Period
Since 31 March 2025, the Group has undertaken several material developments:
· On 1 April 2025, Professor Ronjon Nag was appointed as an Executive
Director.
· On 7 April 2025, the conditional fundraising of £275,000 became
unconditional and the related shares were admitted to trading. The remaining
convertible loan notes were converted and admitted on 7 and 11 April 2025.
· On 14 April 2025, the Group announced its refined AI operating
strategic framework: Identify, Incubate, Invent.
· On 23 April 2025, the Company announced warrant exercises for
110,728,300 ordinary shares, which were admitted to trading on 24 April 2025,
raising gross proceeds of £41,523.
· On 2 May 2025, the Company announced conditional warrant exercises for
a further 400,000,000 shares, expected to raise gross proceeds of £150,000.
To ensure timely delivery, a short-term stock loan agreement was entered into
between the Company and Richard Edwards. As a related party transaction, the
arrangement was approved by the independent directors and subsequently by
shareholders at a General Meeting on 28 May 2025. Following approval, shares
were transferred, warrants exercised by 2 June 2025, and the loan was repaid
in full via share allotment on 9 June 2025.
· On 27 May 2025, the Group announced a strategic alliance with R42,
effective from 1 June 2025. The alliance provides preferential access to
selected R42 projects and a joint incubation and development framework for new
ventures.
These developments reinforce the Group's transformation into a high-efficiency
AI operating group aligned with its three-pillar strategy and have been
further described in the Interim Management Report.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR XBLFXEQLFBBFRecent news on capAI
See all newsREG - Capai PLC - <Origin Href="Link">www.author42.com</Origin> Goes Live and Beta Waitlist Opens
AnnouncementREG - Capai PLC - Execution of Heads of Terms and Launch of capMedia
AnnouncementREG - Capai PLC - Total Voting Rights
AnnouncementREG - Capai PLC - Half-year Report
AnnouncementREG - Capai PLC - Holding(s) in Company
Announcement