REG - Catenai PLC - Final Results & Klarian Update
30/06/2025 07:00
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RNS Number : 8655O Catenai PLC 30 June 2025
30 June 2025
Catenai PLC
("Catenai" or the "Company")
Final Results & Klarian Update
Catenai PLC (AIM: CTAI), the AIM quoted provider of digital media and
technology, announces its full year audited results for the year ended 31
December 2024.
Financial overview
· The Company made a net loss for the year of £128,174 (2023:
£261,318). Revenues for the year were £131,500 (2023: £28,670).
· The Company has a statement of financial position at the year-end
showing net assets of £404,568 (2023 net liabilities: £433,158).
· Post period-end, the Company raised gross proceeds of £1.6 million
via a placing and subscription announced on 26 June 2025. The proceeds are
intended to be applied to further investment in Alludium Ltd and establishing
a Bitcoin and Tao Treasury. Approximately £544,000 of the gross proceeds are
subject to shareholder approval of allotment authorities at a forthcoming
general meeting.
· Additionally, post-period, the Company made a strategic initial
investment in AI company Alludium Ltd which has developed a Multi-Agent AGI
(Artificial General Intelligence) platform for AI automation of processes and
solutions for productivity with a wide degree of applications. Investors are
reminded about the Alludium event on 3 July 2025 and may register at
www.alludium.ai/firstlook (http://www.alludium.ai/firstlook) where
Alludium will be showcasing their AGI platform.
Operational overview
The Board continues to focus on organic growth, building on existing customer
relationships and attracting new clients, and also on identifying and
exploring strategic acquisitions to build the Company and improve shareholder
value.
Posting of Accounts
The Reports and Accounts of Catenai have been sent to shareholders and are
available on the Company's website https://catenaiplc.com/
(https://catenaiplc.com/)
Klarian Update
The Company provides an update on Klarian Ltd ("Klarian"), a company to which
Catenai provided a £450,000 unsecured convertible loan note facility ("CLN")
as per the announcement of 25 April 2024.
Further to the announcement on 7 April 2025, the Company has entered into an
extension agreement ("Extension Agreement") with Klarian. Under the terms of
the Extension Agreement, Klarian will repay Catenai the £567,500 due under
the CLN and related fees by 31 December 2025 (the "Repayment"). If Repayment
occurs after 31 September 2025, Catenai will be due an additional fee of
£56,750 ("Extension Fee"). If Repayment occurs prior to 31 September 2025,
then Catenai will receive a proportion of the Extension Fee. The Company
intends to deploy the Repayment funds towards its new BTC and Tao Treasury.
John Farthing, Interim CEO, commented: "The Company's balance sheet is the
strongest it has been for many years following its recent fundraise. The
Company has an investment in Alludium which the directors believe has huge
potential. The Company is in an exciting period as we adopt a BTC and Tao
Treasury."
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation. The person who arranged for release of this
announcement on behalf of the Company was John Farthing, Interim CEO &
Chief Financial Officer of the Company and the Directors of the Company are
responsible for the release of this announcement.
For further information please contact:
Catenai PLC +44 (0)20 7183 8666
John Farthing, Interim CEO & Chief Financial Officer
Cairn Financial Advisers LLP (Nominated Adviser) +44(0)20 7213 0880
Liam Murray / Jo Turner
Shard Capital Partners LLP (Broker) +44 (0)20 7186 9952
Damon Heath
Notes to Editors:
About Catenai PLC
Catenai is an AIM quoted provider of digital media and technology services.
The Company specialises in IT solutions that solve commercial challenges and
create opportunities for its clients, with an increasing focus incorporating
AI into its platforms. The Company has an experienced IT team of project
managers and integrators who have deployed systems across corporate,
government and educational sectors.
http://www.catenaiplc.com (http://www.catenaiplc.com)
Important Notices
The Company intends to hold treasury reserves and surplus cash in Bitcoin and
Tao. Bitcoin and Tao are types of cryptocurrency or cryptoasset. Whilst the
Board of Directors of the Company considers holding Bitcoin and Tao to be in
the best interests of the Company, the Board remains aware that the financial
regulator in the UK (the Financial Conduct Authority or FCA) considers
investment in Bitcoin and other cryptocurrencies to be high risk. At the
outset, it is important to note that an investment in the Company is not an
investment in Bitcoin or TAO, either directly or by proxy and shareholders
will have no direct access to the Company's holdings. However, the Board of
Directors of the Company consider Bitcoin and Tao to be an appropriate store
of value and potential growth and therefore appropriate for the Company's
reserves. Accordingly, the Company is and intends to continue to be materially
exposed to Bitcoin and Tao. Such an approach is innovative, and the Board of
Directors of the Company wish to be clear and transparent with prospective and
actual investors in the Company on the Company's position in this regard.
The Company is neither authorised nor regulated by the FCA, and the purchase
of certain cryptocurrencies (such as Bitcoin) are generally unregulated in the
UK. As with most other investments, the value of Bitcoin and Tao can go down
as well as up, and therefore the value of the Company's Bitcoin holdings can
fluctuate. The Company may not be able to realise its Bitcoin or Tao holdings
for the same as it paid to acquire them or even for the value the Company will
ascribe to its Bitcoin and Tao positions due to market movements. Neither the
Company nor investors in the Company's shares are protected by the UK's
Financial Ombudsman Service or the Financial Services Compensation Scheme.
Nevertheless, the Board of Directors of the Company has taken the decision to
invest in Bitcoin and Tao, and in doing so is mindful of the special risks
Bitcoin and Tao presents to the Company's financial position. These risks
include (but are not limited to): (i) the value of Bitcoin and Tao can be
highly volatile, with value dropping as quickly as it can rise. Investors in
Bitcoin and Tao must be prepared to lose all money invested in Bitcoin and
Tao; (ii) the Bitcoin and Tao markets are largely unregulated. There is a risk
of losing money due to risks such as cyber-attacks, financial crime and
counterparty failure; (iii) the Company may not be able to sell its Bitcoin
and Tao at will. The ability to sell Bitcoin and Tao depends on various
factors, including the supply and demand in the market at the relevant time.
Operational failings such as technology outages, cyber-attacks and comingling
of funds could cause unwanted delay; and (iv) cryptoassets are characterised
in some quarters by high degrees of fraud, money laundering and financial
crime. In addition, there is a perception in some quarters that cyber-attacks
are prominent which can lead to theft of holdings or ransom demands.
Prospective investors in the Company are encouraged to do your own research
before investing.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.
Chairman's Statement
Business and performance review
The Company identified Klarian Ltd in late 2023 and subsequently raised funds
to lend to Klarian via a convertible loan note in May 2024. The terms included
fees rather than interest which amounted to £117,500. The redemption date was
originally 31 December 2024 but due to Klarian's ongoing negotiations with
potential customers and other investors, it was agreed to extend the repayment
date to 30 June 2025.
Subsequent to the year end, Klarian confirmed it intended to repay the loan
note in full.
Consequently the Company looked for another investment and this resulted in
the transaction with Alludium in May 2025. On 26 June 2025, we announced a
significant fundraise and creation of BTC focused Treasury.
Full details are contained in the announcements made.
Board changes
In March 2024, Guy Meyer resigned and Sarfraz Munshi was appointed as a
non-executive director. John Farthing combined his existing CFO position with
that of interim CEO.
Financial overview
The Company made a net loss for the year of £128,174 (2023: £261,318).
Revenues for the year were £131,500 (2023: £28,670).
The Company has a statement of financial position at the year-end showing net
assets of £404,568 (2023 net liabilities: £433,158).
Working capital and fund raisings
During the year, the Company received £720,000 cash from share placings and
settled £292,700 of liabilities by the issue of shares.
Company strategy
The Board continues to focus on organic growth, building on existing customer
relationships and attracting new clients, and also on identifying and
exploring strategic acquisitions to build the Company and improve shareholder
value.
Operational KPIs
These are:
● number of customers;
● number of repeat orders;
● number of acquisition opportunities reviewed; and
● bank balance.
Current Trading and Outlook
After the year end the Company improved its balance sheet by raising gross
proceeds of up to £2,350,000 through share issues and £36,000 from the
exercise of warrants. Please refer to note 22 for further details.
Brian Thompson
Chairman
27 June 2025
Consolidated statement of comprehensive income for the period ended 31 December 2024
31 December 31 December
2024 2023
£ £
Revenue 131,500 28,670
Cost of sales - -
Gross profit 131,500 28,670
Administrative expenses (262,679) (392,488)
Reversal of provision - 102,500
Loss from operations (131,179) (261,318)
Bank interest received 3,005 -
Loss before taxation (128,174) (261,318)
Taxation credit - -
Loss from continuing operations (128,174) (261,318)
Total comprehensive loss for the year (128,174) (261,318)
Basic and diluted loss per share (pence) (0.04) (0.09)
Consolidated Statement of financial position at 31 December 2024
2024 2023
£ £
Non-current assets
Intangible assets 1 1
Investments - -
1 1
Current assets
Trade and other receivables 578,321 17,291
Cash and other equivalents 477 1,185
578,798 18,476
Current liabilities
Trade and other payables (174,230) (320,635)
Loans and borrowings - (131,000)
(174,230) (451,635)
Non current liabilities
Loans and borrowings - -
Total liabilities (174,230) (451,635)
Net assets / (liabilities) 404,568 (433,158)
Capital and reserves
Ordinary share capital 789,149 570,078
Deferred share capital 3,615,192 3,159,130
Share premium account 19,956,224 19,665,457
Share reserve (83,333) (83,333)
Merger reserve 11,119,585 11,119,585
Capital redemption reserve 2,732,904 2,732,904
Retained Losses (37,725,153) (37,596,979)
Shareholders' funds 404,568 (433,158)
The financial statements were approved by the Board and authorised for issue
on 27 June 2025
Brian Thompson
Chairman
Consolidated statement of cash flows for the period ended 31 December 2024
31 December 31 December
Cash flow from operating activities 2024 2023
£ £
Loss for the year (128,174) (261,318)
Adjustments for:
Amortisation of intangible assets - -
Net bank and other interest charges - -
Services settled by the issue of shares - -
Issue of share options and warrants charge - -
Net cash outflow before changes in working (128,174) (261,318)
capital
(Increase)/Decrease in trade and other receivables (561,029) 57,454
(Decrease) / Increase in trade and other 15,295 12,127
payables
Cash outflow from operations (673,908) (191,737)
Interest received - -
Interest paid - -
Net cash flows from operating activities (673,908) (191,737)
Investing activities
Investment in joint venture - -
Net cash flows from investing activities - -
Financing activities
Issue of share capital 720,000 -
Share issue costs (46,800)
New loans raised - 131,000
Net cash flows from financing activities 673,200 131,000
Net (decrease) / increase in cash (708) (60,737)
Cash and cash equivalents at beginning of year 1,185 61,922
Cash and cash equivalents at end of year 477 1,185
Consolidated statement of changes in equity for the period ended 31 December 2023
Deferred Shares / Shares to be issued
Share Capital Share Premium Other Reserves Retained Earnings Total Equity
£ £ £ £ £ £
Balance at 31 Dec 2022
570,078 19,665,457 3,159,130 13,769,156 (37,335,661) (171,840)
Loss for the period
- - - - (261,318) (261,318)
Balance at 31 Dec 2023 570,078 19,665,457 3,159,130 13,769,156 (37,596,979) (433,158)
Loss for the year - - - (128,174) (128,174)
Share capital
Issued 219,071 290,767 456,062 965,900
Balance at 31 Dec 2024
789,149 19,956,224 3,615,192 13,769,156 (37,725,153) 404,568
The other reserves relate to the merger reserve, share reserve and the capital
redemption reserve
The financial statements were approved by the Board and authorised for issue
on 27 June 2024.
Brian Thompson
Chairman
Notes to the financial statements for the year ended 31 December 2024
The principal activity of Catenai Plc is the provision of multimedia and
technology solutions.
Catenai Plc is incorporated in the United Kingdom with registration number
04689130. Catenai Plc is domiciled in the United Kingdom and has its
registered office at 27 Old Gloucester Street, London WC1N 2AX. The principal
place of business for the Company is 26-27 Lansdowne Terrace, Gosforth,
Newcastle Upon Tyne, NE3 1HP.
Catenai Plc is a public limited company, limited by shares and its shares are
quoted on the AIM market of the London Stock Exchange.
Catenai Plc's financial statements are presented in Pounds Sterling.
The comparatives are for the 12 months ended 31 December 2023.
The company changed its name from Catenae Innovation Plc to Catenai Plc on 5
March 2024.
1. Principal accounting policies
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the period presented unless otherwise
stated.
Statement of compliance
The financial statements have been prepared in accordance with UK-adopted
International Accounting Standards and with those parts of the Companies Act
2006 applicable to companies reporting under International Accounting
Standards Board (IASB) and the interpretations issued by the International
Financial Reporting Interpretations Committee (IFRIC).
Going concern
The Company's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Chairman's
statement and below. The financial position of the Company, its cash flows,
liquidity position and borrowing facilities are described in the financial
statements. In addition, note 13 to the financial statements includes the
Company's objectives, policies and processes for managing its capital; its
financial risk management objectives; details of its financial instruments;
and exposures to credit risk and liquidity risk.
The net asset position as at 31 December 2024, being the Company's financial
year-end, was £404,568. Subsequent to the reporting date, the Board has been
able to raise additional funding through share issues which will raise upto
£2,386,000 gross proceeds in cash (refer to note 22 for further details).
The Company's forecasts and projections show that the Company should be able
to operate within the level of its current cash resources.
The Directors prepare annual budgets and cash flow projections that extend 12
months from the date of this report. These projections show that the proceeds
of recent fundraising activities are sufficient to meet the Company's
overheads and planned discretionary expenditures and to maintain the Company
as a going concern.
After making enquiries, the directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence for the
foreseeable future. They continue to adopt the going concern basis in
preparing the annual report and financial statements,
Revenue recognition
The Company provides software licencing and support services.
The weighting of these and pricing of these services (which drives the revenue
recognition) depends on the service level required by the client, and on the
commercial imperatives and pricing sensitivities of the client.
The contractual performance obligations will typically be embedded in an
agreement with the client.
Where that agreement is detailed, the revenue recognition will follow the
allocation of fees and revenues against the completion of the agreed
performance milestones in the accounting period.
Where the agreement is not specific, the revenue recognition will be in
proportion to the completion of performance milestones in the relevant
accounting period against the internal costings prepared in advance for each
project.
(i) Software licencing contracts
Revenue from software licencing contracts is recognised when the customer
takes possession of and accepts the software licence products which is the
point in time when the customer has the ability to direct the use of the
product and obtain substantially all of the benefits of the products.
(ii) Ongoing support and maintenance contracts
Revenue from ongoing support and maintenance contracts is recognised over the
contractual term when the customer simultaneously receives and consumes the
benefits provided by the Company's performance, as the Company performs. The
Company recognises contract liabilities for any revenue not yet provided to
the customer as of the year end.
Research and development
Expenditure on research activities is recognised as an expense in the period
in which it is incurred. An internally generated intangible asset arising from
the Company's development activity is recognised only if all the following
conditions are met:
• an asset is created that can be identified (such as a website);
• it is probable that the asset created will generate future
economic benefits: and,
• the development cost of the asset can be measured reliably.
Internally-generated intangible assets are amortised on a straight-line basis
over their useful lives. Where no internally-generated intangible asset can be
recognised, development expenditure is recognised as an expense in the period
in which it is incurred.
Intangible assets
Externally acquired intangible assets are initially recognised at cost and
subsequently amortised on a straight-line basis over their estimated useful
economic lives. The amortisation expense is included within the other
administrative expenses line of the statement of comprehensive income.
Intangible assets are recognised on business combinations if they are
separable from the acquired entity or give rise to other contractual/legal
rights.
Impairment of non-current assets
For the purposes of assessing impairment, assets are Companied into separately
identifiable cash-generating units. At the end of each reporting period, the
Company reviews the carrying amounts of its non-current assets, to determine
whether there is any indication that those assets have suffered an impairment
loss. If any such indication exists the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any).
An impairment loss is recognised for the amount by which the assets or
cash-generating unit's carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of fair value less costs to sell and value in
use based on an internal discounted cash flow evaluation.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and on demand deposits.
Investments
Investments in subsidiaries, associates and joint ventures are stated cost and
reviewed for
impairment if there are indicators that the carrying value may not be
recoverable. An impairment
loss is recognised to the extent that the carrying amount cannot be recovered
either by selling the
asset or by continuing to hold the asset and benefitting from the net present
value of the future cash
flows of the investment.
Equity
Equity comprises the following:
• Share capital represents the nominal value of issued ordinary shares
and deferred shares.
• Share premium represents the excess over nominal value of the fair
value of consideration received for equity shares, net of expenses of the
share issue.
• Shares to be issued reserve represents cash received for the purchase
of shares yet to be issued at the period end and for creditors who have agreed
to convert their debt to shares yet to be issued at the period end.
• Merger reserve represents the excess over nominal value of the fair
value of consideration received for equity shares issued on acquisition of
subsidiaries, net of expenses of the share issue.
• Share reserve represents shares held in treasury at nominal value
following the conclusion of the defaulting shares from October 2016.
• Capital redemption reserve represents the nominal value of shares
repurchased by the Company.
• Retained earnings represent retained profits and losses.
Equity instruments
Equity instruments issued by the Company are recorded as the proceeds
received, net of direct
costs.
Deferred taxation
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
Financial assets
On initial recognition, financial assets are classified as either financial
assets at fair value through the statement of profit or loss, held-to-maturity
investments, loans and receivables financial assets, or available-for-sale
financial assets, as appropriate.
Loans and receivables
The Company classifies all its financial assets as trade and other
receivables. The classification depends on the purpose for which the financial
assets were acquired.
Trade receivables and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified as loans and
receivables financial assets. Loans and receivables financial assets are
measured at amortised cost using the effective interest method, less any
impairment loss. Interest income is recognised by applying the effective
interest rate, except for short-term receivables when the recognition of
interest would be immaterial.
For trade receivables and other receivables due in less than 12 months, the
Company applies the simplified approach in calculating Expected Credit Losses
("ECL's"), as permitted by IFRS 9. Therefore, the Company does not track
changes in credit risk, but instead, recognises a loss allowance based on the
financial asset's lifetime ECL at each reporting date. For any other financial
assets carried at amortised cost (which are due in more than 12 months), the
ECL is based on the 12-month ECL. The 12-month ECL is the proportion of
lifetime ECLs that results from default events on a financial instrument that
are possible within 12 months after the reporting date. However, when there
has been a significant increase in credit risk since origination, the
allowance will be based on the lifetime ECL. When determining whether the
credit risk of a financial asset has increased significantly since initial
recognition and when estimating ECLs, the Company considers reasonable and
supportable information that is relevant and available without undue cost or
effort. This includes both quantitative and qualitative information and
analysis, based on the Company's historical experience and informed credit
assessment including forward-looking information.
Financial liabilities
Financial liabilities are recognised when, and only when, the Company becomes
a party to the contracts which give rise to them and are classified as
financial liabilities at fair value through the profit and loss or loans and
payables as appropriate. The Company's loans and payable comprise trade and
other payables.
When financial liabilities are recognised initially, they are measured at fair
value plus directly attributable transaction costs and subsequently measured
at amortised cost using the effective interest method other than those
categorised as fair value through income statement.
Fair value through the income statement category comprises financial
liabilities that are either held for trading or are designated to eliminate or
significantly reduce a measurement or recognition inconsistency that would
otherwise arise. Derivatives are also classified as held for trading unless
they are designated as hedges. There were no financial liabilities classified
under this category.
The Company determines the classification of its financial liabilities at
initial recognition and re-evaluate the designation at each financial year
end.
A financial liability is de-recognised when the obligation under the liability
is discharged, cancelled or expires.
When an existing financial liability is replaced by another from the same
party on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as a
de-recognition of the original liability and the recognition of a new
liability, and the difference in the respective carrying amounts is recognised
in the income statement.
Share-based payments
When share options and warrants are awarded, the fair value of the options and
warrants at the date of grant is charged to the statement of comprehensive
income over the vesting period. Non-market conditions are taken into account
by adjusting the number of equity instruments expected to vest at each end of
reporting period, so that, ultimately, the cumulative amount recognised over
the vesting period is based on the number of options and warrants that
eventually vest.
Market conditions are factored into the fair value of the options and warrants
granted. As long as all other vesting conditions are satisfied, a charge is
made irrespective of whether the market vesting conditions are satisfied. The
cumulative expense is not adjusted for failure to achieve a market vesting
condition.
Where the terms and conditions of options and warrants are modified before
they vest, the increase in fair value of the options and warrants, measured
immediately before and after the modification, is also charged to the
statement of comprehensive income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the full
cost of services provided is recognised as a current liability
and as a charge in the statement of comprehensive income. When
shares are issued to settle the obligation, the liability is extinguished and
the share issue is reflected in equity as an issue of share capital.
Upon exercise of share options and warrants, the proceeds received net of
attributable transaction costs are credited to share capital, and where
appropriate share premium.
New and amended Standards and Interpretations adopted by the Company
There were no new standards and interpretations to published standards adopted
during the year which have had a significant impact on the company's
accounting policies.
New and amended Standards and Interpretations issued but not effective for the
financial year beginning 1 January 2024
At the date of authorisation of these financial statements, the following
standards and interpretations which have not been applied in these financial
statements were in issue but not yet effective:
Application date of standards
(periods commencing)
Ref Title Summary
IAS 21 Lack of Exchangeability The Amendments introduce requirements to assess when a currency is Annual periods beginning on or after 1 January 2025
exchangeable into another currency and when it is not. The Amendments require
an entity to estimate the spot exchange rate when it concludes that a currency
is not discretionary participation features issued.
IFRS 7 Financial Instruments Amendments regarding the classification and measurement of financial Annual periods beginning on or after 1 January 2026
instruments, contracts referencing nature-dependent electricity and amendments
IFRS 9 resulting from annual improvements to IFRS accounting standards
IFRS 18 Presentation and Disclosure of Financial Statements IFRS 18 aims to improve financial reporting by: Annual periods beginning on or after 1 January 2027
· requiring additional defined subtotals in the statement of profit or
loss;
· requiring disclosures about management-defined performance measures;
· and adding new principles for the aggregation and disaggregation of
items.
IFRS 19 Subsidiaries without Public Accountability: Disclosures IFRS 19 permits some subsidiaries to apply IFRS Accounting Standards with Annual periods beginning on or after 1 January 2027
reduced disclosure requirements. These entities apply the requirements in
other IFRS Accounting Standards except for their disclosure requirements.
Instead, these entities apply the requirements in IFRS 19.
There are no other IFRSs or IFRIC interpretations that are not yet effective
that would be expected to have a material impact on the Company.
The directors are evaluating the impact that these standards will have on the
financial statements of the Company.
2. Critical accounting judgements and key sources of estimation
uncertainty
The preparation of the financial statements requires management to make
estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the disclosure of contingent liabilities
at the date of the financial statements. If in the future such estimates and
assumptions, which are based on management's best judgement at the date of the
financial statements, deviate from the actual circumstances, the original
estimates and assumptions will be modified as appropriate in the year in which
the circumstances change.
Where necessary, the comparatives have been reclassified or extended from the
previously reported results to take into account presentational changes.
Critical judgements and estimates in applying the Company's accounting
policies
In the process of applying the Company's accounting policies, which are
described in note 1, management has made the following judgements and
estimates that have the most significant effect on the amounts recognised in
the financial statements (apart from those involving estimations, which are
dealt with below).
Judgements
Going concern
Management have considered that the Company remains a going concern. The going
concern assumption is discussed further in note 1.
Estimates
There are not deemed to be any key sources of estimation of uncertainty that
have a significant risk of resulting in a material adjustment to the carrying
amounts of assets and liabilities within the next financial year.
3. Segment and revenue analysis
The accounting policy for identifying segments is based on the internal
management reporting information that is regularly reviewed by the senior
management team.
The Company has one reportable segment:
Catenai - Catenai generates revenue from the exploitation of intellectual
property and licenses held.
The financials for this segment can be seen in the financial statements in
this document.
The company derives revenue from the transfer of services over time and at a
point in time to customers all located in the UK.
31 December 31 December
2024 2023
£ £
Timing of revenue recognition:
At a point in time 131,500 28,670
Over time - -
Total revenue 131,500 28,670
4. Administrative expenses
The following amounts are included within administrative expenses:
31 December 31 December
2024 2023
£ £
Auditors' remuneration:
Fees payable to the Company's auditor:
For the audit of the Company's annual accounts 14,000 14,000
Staff costs (note 5) 79,713 211,476
5. Directors and staff
Staff costs during the year, including Directors, were as follows:
31 December 31 December
2024 2023
£ £
Wages and salaries 80,611 193,000
Social security costs (2,271) 16,443
Pension costs 1,373 2,034
79,713 211,477
The average number of staff of the Company during the year was as follows:
2024 2023
no. no.
Sales, distribution and technology 1 1
Directors and administration 3 3
4 4
The amounts paid and accrued as a liability by the Company in respect of the
Directors, who are the key management personnel of the Company was as follows:
2024 2023
£ £
Edward Guy Meyer 15,054 87,659
Brian Thompson 40,000 -
John Farthing 56,250 56,000
Sarfraz Munshi - -
Total Directors emoluments 111,304 143,659
Employers national insurance, employers pension and share option / warrant
charges for key management
personnel (including
directors) 10,194 10,360
121,498 154,019
Details of the total amounts outstanding to the Directors at the period end
are detailed in note 11
The total figures for all staff above are less than the amounts relating to
directors due to reversals in accruals.
6. Tax on loss
2024 2023
£ £
Loss before tax (128,174) (261,318)
Loss at the standard rate of corporation tax in the UK of 25% (2023: 25%)
(32,044) (65,329)
Effects of:
Expenses not deductible for tax purposes 680 -
Unutilised tax losses and other deductions 31,364 65,329
Total tax credit in the year - -
Deferred tax assets of approximately £3.9m (2023: £3m) have not been
recognised in the financial statements as there is currently insufficient
evidence to suggest that any deferred tax asset would be recoverable. The
Company has unutilised tax losses of approximately £15.7m (2023: £15.6m)
that would be available to carry forward against future profits from the same
activity, subject to agreement by HM Revenue & Customs.
The corporation tax rate in the UK increased to 25% on 1 April 2023.
7. Dividends
No dividends have been paid or proposed in the year (2023: £nil).
8. Loss per share
The calculation of the basic loss per share is based on the loss attributable
to ordinary shareholders divided by the weighted average number of shares in
issue during the year. The calculation of diluted loss per share is based on
the basic loss per share, adjusted to allow for the issue of shares and the
post tax effect of dividends and interest, on the assumed conversion of all
other dilutive options and other potential ordinary shares.
There were 144,444 share options and 37,166,666 share warrants outstanding at
the year-end (2023: 144,444 and 26,927,240). However, the figures for 2024 and
2023 have not been adjusted to reflect conversion of these share options, as
the effects would be anti- dilutive.
2024 2023
Weighted average number of Weighted average number of
shares Per share amount Pence shares Per share amount Pence
Loss Loss
£ £
Basic and diluted loss per share attributable to shareholders (128,174) (0.04)
309,812,442 (261,318) 285,038,925 (0.09)
9. Investments
Investments Total
£ £
Cost
At 1 January 2024 - -
Disposal in year - -
At 31 December 2024 - -
Net book value
As at 31 December 2023 - -
As at 31 December 2024 - -
On 1 December 2023 the Company disposed of its 51.05% shareholding in its
former subsidiary Hyperneph Software Limited and also settled its dispute with
their former shareholders. As the Company was released from any further
liabilities it has released the previously recognised provision of £102,500.
The value of shares in investments are tested annually for impairment.
Subsidiaries as at 31 Dec 2024 Registered Address Class of Shares Total Number of Shares in issue at 31 Dec 2024 Percentage held by Catenai
Catenae Innovation Ltd (Subsidiary - Dormant) 20 Wenlock Road, London, N1 7GU Ordinary Shares of £1 1 100%
10. Trade and other receivables
2024 2023
£ £
Trade receivables - 7,800
Other receivables 9,491
578,321
17,291
578,321
Trade receivable days at the year-end were 0 days (2023: 99 days). No interest
is charged on receivables within the agreed credit terms. Thereafter, interest
may be charged.
An allowance for impairment is made where there is an identified event which,
based on previous experience, is evidence of a reduction in the recoverability
of the outstanding amount. The Company provides, in full, for any debts it
believes have become non- recoverable. The figures shown above are after
deducting specific provision for bad and doubtful debts of £nil (2023:
£nil). No amounts included within trade and other receivables are expected to
be recovered in more than one year (2023: £nil).
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable set out above. The carrying value at the
year-end for each class of assets is deemed by the Directors to be the same as
the fair value.
The ageing of trade and other receivables that have not been impaired are:
2024 2023
£ £
Due in less than 1 month - 7,800
Due after more than 1 month 578,798 9.491
578,798
17.291
11. Trade and other payables
2024 2023
£ £
Trade payables 58,590 72,376
Other payables 17,175 8,221
Taxation and social security 7,980 16,166
Accruals and contract liabilities 90,485 223,872
174,230 320,635
Included in accruals and deferred income are amounts of £64,500 (2023:
£123,250) relating to unpaid contingent remuneration to the Directors in
office at the year-end. This has been accrued in accordance with the payments
agreed between the Company and Directors.
Included in contract liabilities there is £3,500 (2023: £3,500), which
relates to the residual proportion of annual fees remaining at the year-end.
12. Loans and borrowings
2024 2023
£ £
Loans due within one year - 131,000
Loans due after one year -
-
- 131,000
The Company converted the £131,000 short term convertible loans to equity.
13. Financial instruments and risk management
Financial risk factors
The Company's financial instruments comprise cash, including short-term
deposits, trade and other receivables, short-term loan financing and trade and
other payables that arise directly from its operations. The main risks arising
from the Company's financial instruments are liquidity risk, credit risk and
interest rate risk. The Board has reviewed and agreed policies for managing
each of these risks and they are summarised below. The Company has no
financial assets other than trade receivables and cash at bank. The statement
of financial position values for the financial assets and liabilities are not
materially different from their fair values.
Liquidity risk
The Company seeks to manage financial risk to ensure sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably. The Company policy is to ensure there are sufficient cash reserves
to meet liabilities during such periods. These are incorporated into rolling
twelve-month Company cash flow forecasts, which are reviewed by the Board
monthly.
Short-term flexibility is provided through the availability of cash
facilities. Long-term funding is secured through issues of share capital and
loans.
Credit risk
The Company's principal financial assets are bank balances, cash and trade and
other receivables. The Company's credit risk is primarily attributable to its
trade and other receivables. As far as possible, the Company operates to
ensure that the payment terms of customers are matched to the Company's own
contractual obligations on development.
Currency risk
The Company does not operate in overseas markets and is not subject to
exposures on transactions undertaken during the year. The Company's exposure
to exchange rate fluctuations is therefore not significant.
Capital risk management
The capital structure of the Company consists of a loan and the shareholders'
equity, comprising issued share capital and reserves. The capital structure of
the Company is reviewed on an on-going basis with reference to the costs
applicable to each element of capital, future requirements of the Company,
flexibility of capital to be drawn down and availability of further capital
should it be required.
The Company had loan liabilities of £nil at the year-end (2023: £131,000).
13 Financial instruments and risk management (continued)
Liability maturity analysis
Repayable on demand or within 1 month Between 1 Between 6
month and 6 months months and 1 year
2024
£ £ £
Trade creditors 58,590 - -
Other creditors 25,154 -
Loans and borrowings* - - -
Repayable on Between 1 Between 6
demand or
within 1 month month and 6 months months and 1 year
2023
£ £ £
Trade creditors 72,376 - -
Other creditors - - 24,387
Loans and borrowings 131,000 - -
*The convertible loans facility was short term convertible loans to equity.
Interest rate and liquidity risk
The Company's financial liabilities represented trade payables and loan
financing at the year-end. No interest was payable on the balances outstanding
as at the year end. The Company's working capital commitments are reviewed on
an on-going basis with reference to the dates when liabilities are to be
repaid.
14. Share capital
2024 2023
£ £
Allotted, called up and fully paid
394,574,451 (2023: 285,038,925) ordinary shares of 0.2p 789,149 570,078
(2023: 0.2p) each
789,149 570,078
On 9 March 2024, all previously issued shares were consolidated at a ratio of
5:1. As a result, the total number of shares was reduced from 285,038,925 to
57,007,785. In connection with this share consolidation, 57,007,785 deferred
shares of £0.008 each were also issued.
The aggregate nominal value of the deferred shares is £3,615,192 (2023:
£3,159,130).
On 27 March 2024 the company issued 225,366,666 Ordinary shares of £0.002
each for consideration of £0.003 each.
On 02 April 2024 the company issued 112,200,000 Ordinary shares of £0.002
each for consideration of £0.003 each.
15. Share warrants
At 31 December 2024, the Company had the following equity settled warrants in
issue (the number of warrants and exercise prices have been adjusted for the
reorganisation of the Company's shares into ordinary and deferred shares
during the year):
Shares forfeited / expired / waived / exercised during the year
Number of warrants outstanding as at Warrants granted Warrants outstanding as at 31
Date warrant granted 1 Jan 2024 during Dec 2024
the year Exercise
price
Misc. Warrants 27/01/2021 22,477,240 - (22,477,240) - 3p
03/02/2021 2,500,000 - (2,500,000) - 2p
08/04/2021 2,000,000 - (2,000,000) - 2.5p
12/03/2024 - 37,166,666 - 37,166,666 0.3p
26,977,240 37,166,666 (26,977,240) 37,166,666
The fair value of the share warrants was estimated at the date of grant using
the Monte-Carlo model for those with the performance conditions and the Black
Scholes model for those without performance conditions, taking into account
the terms and conditions upon which they were granted. The following tables
list the inputs to the model used for the valuations of share warrants.
Grant Date 12/3/2024
Final Date 11/03/2027
Exercise Price 0.3p
Share Price 0.3p
Expected Volatility 70%
Expected Dividend Yield n/a
Risk Free Rate 4.0%
Average Time to Vest 3 years
The total fair value of the warrants granted in the period as share based
payments was £nil (2023: £nil). The net charge recognised in the statement
of comprehensive income for share warrants was £nil (2023: £nil).
16. Capital commitments
There were no capital commitments as of 31 December 2024 or 31 December 2023.
17. Share-based payment
On 27 March 2015, the Company granted to the Directors and other individuals
options over a total of 85,787,000 ordinary shares of 0.1p each at a price of
1 penny per share as disclosed in the announcement dated 22 December 2014.
Half of the options vest once the closing mid-market share price of the
Company has been more than or equal to 2 pence for a period of 15 consecutive
business days. The remainder vest once the closing mid- market share price of
the Company has been more than or equal to 3 pence for a period of 15
consecutive days. The options are exercisable on or following the first
anniversary of the date of issue and will lapse on the tenth anniversary of
the date of issue. Options issued to non-Director employees under the EMI
scheme lapse on cessation of employment. Since the issue date the options have
lapsed, other than those shown in the bale below. In a prior period the
Company re-organised its share capital. The above number of share options
needs to be divided by 100 and the above exercise prices multiplied by 100.
.
Details of the Options are as follows:
Number of new options granted in the year Number of options forfeited in the year Options held at 31 December
Options held at 1 Jan 2024
2024 Option price
Tony Sanders 66,666 - - 66,666 10p
Kevin Everett 77,778 - - 77,778 10p
Total 144,444 - - 144,444
At 31 December 2024, no options were exercisable due to the mid-market share
price of the Company in the period (31 December 2023: nil). At this date, the
weighted average contractual life of the outstanding options was 0.25 years
(31 December 2023: 1.25 years).
There were no share options exercised during the year (2023: nil).
The fair value of the share options was estimated at the date of the grant
using either the Monte-Carlo model (where market conditions existed) or the
Black-Scholes model, taking into account the terms and conditions upon which
they were granted.
The following table lists the inputs to the model used for the valuations of
share options:
Options granted on 27 March 2015 expire 27 March 2025
Exercise price (pence) 1p 1p
Share price (pence) 0.65p 0.65p
Expected volatility (%) 85% 85%
Expected dividend yield n/a n/a
Risk free rate 0.41% 0.49%
Average time to vest (years) 2 years 2.3 years
The expected volatility was based on historic volatility and reflects the
assumption that the historical volatility is indicative of future trends,
which may not necessarily be the actual outcome. No other features of the
options were incorporated into the measurement of fair value, and non-market
conditions have not been included in calculating the fair value. The total
fair value of the options granted in the period was £nil (2023: £nil). The
amount debited to the statement of comprehensive income for share options was
£nil (2023: £nil). The combined total fair value of the options and warrants
granted in the period was £nil (2023: £nil) and the combined amount debited
to the statement of comprehensive income was £nil (2023: £nil).
These options expired on 27 March 2025 and were not exercised
18. Transactions with Directors and other related parties
Other transactions with Directors
As stated in note 11 to the accounts a total of £64,500 (2023: £123,250) is
due to certain Directors as unpaid remuneration.
Payments (to) / from related
Related Party relationship Transaction parties Balance owing /
amount owed
2024 2023 2024 2023 2024 2023
£ £ £ £ £ £
Purchases from B.T.I.C Limited.
20,755 840 - - - -
B.T.I.C. Limited, a Company incorporated in the England and Wales, in which
Brian Thompson is a
director and shareholder continues to provide insurance services to the
Company.
All amounts owing to related parties are payable on demand with no interest
accruing.
19. Retirement benefit schemes
During the year, £330 was paid to a retirement benefit scheme on behalf of
Directors (2023:
£991).
20. Operating lease rental commitments
At 31 December 2024 and 31 December 2023, the Company had no commitments under
operating leases.
21. Notes supporting the cash flow statement
Cash and cash equivalents for the purposes of the cash flow statement
comprises:
2024 2023
£ £
Cash available on demand 477 1,185
477 1,185
22. Events after the reporting period
On 13 January 2025 the Company agreed to extend the redemption date of the
convertible loan due from Klarian Ltd from 31 December 2024 to 30 June 2025.
On 14 January 2025 the Company entered into loan agreements to provide the
Company of £100,000 of funding on the following terms:
· An arrangement fee of 10% of the loan commitment ("Fee") added to the
loan balance.
· No interest charged until 1 November 2025 by when it is expected that
the loan will have been repaid, if not thereafter at 0.5% per calendar day, on
the outstanding balance.
· Immediate advance of £10,000 due by 31 January 2025 with nine
additional monthly drawdowns of £10,000 from January 2025.
· Upon repayment of the Fee and loan commitment, 33,333,334 warrants
over new ordinary shares exercisable at a price of 0.3 pence per share for a
period of two years from the date of repayment, will be issued to the lenders.
A further announcement will be made on issue of the warrants ("Warrants").
On 2 May 2025 the Company issued 12,000,000 ordinary shares of £0.002 each
for consideration of £0.003 each due to warrants being exercised.
On 12 May 2025 the 406,574,451 ordinary shares of 0.2p each were subdivided
into 406,574,451 ordinary shares of 0.1p each and 406,574,451 deferred shares
of 0.19p each.
On 12 May 2025 the Company raised £750,000 through the issue of 500,000,000
ordinary shares at 0.15p each, settled £45,000 of accrued director fees
through the issue of 30,000,000 ordinary shares at £0.15p each and settled
£38,400 of creditor liabilities through the issue of 25,600,000 ordinary
shares at £0.15p each.
On 12 May 2025 the Company issued warrants over 20,000,000 ordinary shares to
its broker. The warrants will be exercisable for a period of 36 months with an
exercise price of 0.18 pence per new ordinary share.
On 12 May 2025 the Company has issued 132,500,000 warrants over ordinary
shares), as set out in the table below.
Brian Thompson John Farthing Sarfraz Munshi
Chairman CEO/CFO Non-Exec
Warrant Terms Number Number Number
Exercise price £0.0018 for 12 months 15,000,000 25,000,000 -
Exercise price £0.003 for 18 months 20,000,000 30,000,000 -
Exercise price £0.0035 for 18 months - - 42,500,000
Total 35,000,000 55,000,000 42,500,000
On 13 May 2025 the Company has signed a non-legally binding subscription
agreement with Alludium Ltd ("Alludium") under which the Company has agreed to
subscribe for 757,403 ordinary shares in Alludium at a price of 73 pence per
share ("First Investment"). Upon completion of the First Investment on 21 May
2025, the Company held approximately 8% of the issued share capital of
Alludium.
On 21 May 2025 the Company settled a consultancy invoice of £5,000 through
the issue of 1,114,434 ordinary shares at £0.449p each.
On 26 June 2025 the Company raised up to £1,600,000 comprising a placing of
214,285,713 new ordinary shares of 0.01 pence each ("Ordinary Shares") at 0.35
pence per share (the "Issue Price") (the "Placing") raising gross proceeds of
£750,000 and a subscription of 242,857,143 new Ordinary Shares at the Issue
Price, raising proceeds of £850,000 (the "Subscription") (together, the
"Fundraise").
155,431,741 of the new Ordinary Shares to be issued pursuant to the
Fundraise are conditional on approval of shareholder authorities which will be
sought at a General Meeting ("GM") of the Company. The GM is expected to occur
in July 2025, a further announcement convening the GM will be made shortly.
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