RNS Number : 8491K
Cel AI PLC
30 May 2025
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of England and Wales. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
Press release
30 May 2025
Cel AI PLC
("Cel AI " or "the Company")
Interim results
Cel AI (LSE: CLAI), announces its unaudited half-year results to 28 February 2025.
The directors of Cel AI accept responsibility for this announcement.
For further information please contact:
Cel AI
Director Olivia Edwards
via FSCF
First Sentinel Corporate Finance (FSCF)
Financial Adviser Brian Stockbridge
+44 7858 888 007
Chairperson's Statement
I am pleased to present Cel AI's interim results for the six months ended 28 February 2025, which demonstrate significant progress in our strategic transformation and operational discipline.
Financial Performance and Cost Management
During the period, we took the strategic decision to invest a significant amount of our remaining free cash into Solana, aligning with our technology-forward approach and providing potential diversification benefits to our treasury management. We have further enhanced this strategy by staking our SOL onto a Delegator, which generates additional SOL as yield. We have the option of liquidating this yield to assist with operational expenses or to reinvest elsewhere, creating a sustainable revenue stream to support our operations.
As at the date of signing these financial statements, our digital asset portfolio has grown to a carrying value of approximately £462,000, comprising 3,407 SOL tokens and diversified holdings in complementary digital assets. This performance demonstrates both the substantial growth potential of our digital asset strategy and its meaningful contribution to strengthening our financial position.
Recent Corporate Developments
Post-period end, we successfully completed a £250,000 fundraise through an institutional placing. The funds were raised at 0.225p per share, with 111,111,111 new ordinary shares issued to institutional investors.
Importantly, we have launched our Bitcoin Treasury Reserve Strategy, joining a growing cohort of public companies integrating digital assets into corporate treasury management. This strategy follows successful examples set by companies such as MicroStrategy, Tesla, Tokyo-listed Metaplanet Inc., and more recently UK-listed Smarter Web Company plc and Coinsilium Group Limited., all of whom have demonstrated how disciplined Bitcoin treasury management can create significant shareholder value and signal technological leadership.
The net proceeds from our recent fundraise will be used to acquire Bitcoin and fund ongoing operations, enhancing our capital allocation flexibility and providing a potential hedge against inflation while diversifying our balance sheet.
Outlook
The transformation we have achieved in controlling our cost base, combined with our innovative approach to treasury management and the successful completion of our fundraise positions Cel AI well for the future. We are excited to execute our Bitcoin Treasury Reserve Strategy while remaining focused on maintaining the operational discipline that has characterized this period.
We continue to believe in the long-term potential of our technology platform and remain committed to creating sustainable value for our shareholders.
Olivia Edwards
Chairperson of Cel AI Plc
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
Notes
Six months to 28 February 2025
Six months to 29 February 2024
Year ended 31 August 2024
£
£
£
Revenue
0
17,941
17,942
Cost of sales
(0)
(7,682)
(7,683)
Gross profit
0
10,259
10,259
Administrative expenses
(149,638)
(627,078)
(1,859,240)
Operating loss
4
(149,638)
(626,819)
(1,848,981)
Finance income
19,888
13,200
21,520
Loss before taxation
(129,750)
(603,619)
(1,827,461)
Taxation
-
-
-
Loss after taxation
(129,750)
(603,619)
(1,827,461)
Other comprehensive loss Translation of foreign operations
(0)
(580)
(3979) 31,784
Total comprehensive loss for the period
(129,750)
(604,199)
(1,799,656)
Basic and diluted loss per share - pence
5
0.00022
0.11
0.303
All transactions arise from continuing operations.
The accompanying accounting policies and notes form an integral part of these unaudited interim financial statements.
CONDENSED STATEMENT OF FINANCIAL POSITION
As at 28 February 2025
As at 29 February 2024
As at 31 August 2024
Notes
£
£
£
ASSETS
Current & Non-Current Assets
Intangible
434,751
0,00
431,784
Trade and other receivables
6
14,949
146,426
9,570
Cash and cash equivalents
19,171
1,000,992
213,627
Inventory
0
583,625
0,00
TOTAL ASSETS
468,871
1,731,043
654,981
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables
7
(58,361)
(65,223)
(140,427)
TOTAL LIABILITIES
(58,361)
(65,223)
(140,427)
NET ASSETS
410,512
1,665,820
514,554
EQUITY ATTRIBUTABLE TO SHAREHOLDERS
Share capital
8
602,250
602,250
602,250
Share premium
12,988,101
12,988,101
12,988,101
Accumulated losses
(14,992,876)
(13,644,230)
(14,836,288)
Share-based payment reserve
437,933
1,721,603
412,026
Other reserves
1,321,985
0
1,321,984
Revaluation Reserve
58,422
0
31,784
Foreign translation reserve
(5,303)
(1,904)
(5,303)
TOTAL EQUITY
410,512
1,665,820
514,554
The accompanying accounting policies and notes form an integral part of these unaudited interim financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY
Ordinary share capital
Share premium
Foreign currency translation
Revaluation Reserve
Share-based payment reserve
Retained earnings
Total
£
£
£
£
£
£
Balance at 1 September 2023
602,250
12,988,101
(1,324)
1,714,392
(13,040,611)
2,262,808
Loss for the period
-
-
-
-
(603,619)
(603,619)
Other comprehensive income
-
-
(580)
-
-
(580)
Total comprehensive income for the period
-
-
(580)
-
(603,619)
(604,199)
Share-based payments
-
-
-
7,211
-
7,211
Total contribution by owners
-
-
-
7,211
-
7,211
Balance at 29 February 2024
602,250
12,988,101
(1,904)
1,721,603
13,644,230
1,665,820
Balance at 1 March 2024
602,250
12,988,101
(1,904)
1,721,603
13,644,230
1,665,820
Loss for the period
-
-
-
-
(1,223,842)
(1,223,842)
Other comprehensive income
-
-
(3,399)
-
-
(3,399)
Fair Value Gain on Intangible Asset
31,784
31,784
Total comprehensive income for the period
-
-
(3,399)
31,784
-
(1,223,842)
(1,195,457)
Shares issued
-
-
Share-based payments
-
-
-
(44,191)
-
(44,191)
Lapsed Warrants & Share options
(13,53,768)
13,53,768
-
Total contributions by owners
-
-
-
(13,02,366)
-
564,550
Balance at 31 August 2024
602,250
12,988,101
(5,303)
31,784
412,026
(13,514,304)
514,554
Balance at 1 September 2024
602,250
12,988,101
(5.303)
31,784
412,026
(13,514,304)
514,554
Loss for the period
-
-
-
-
(129,750)
(129,750)
Other comprehensive income
-
-
(1)
26,638
-
-
26,637
Total comprehensive income for the period
-
-
(1)
26,638
-
(129,750)
(103,113)
Share-based payments
-
-
-
25,707
(26,836)-
(1,129)
Total contribution by owners
-
-
-
25,707
(26,836)-
(1,129)
Balance at 28 February 2025
602,250
12,988,101
(5,304)
58,422
437,733
(13,670,890)
410,512
The accompanying accounting policies and notes form an integral part of these unaudited interim financial statements.
CONDENSED STATEMENT OF CASH FLOWS
Six months to 28 February 2025
Six months to 29 February 2024
Year ended 31 August 2024
£
£
£
Cashflow from operating activities
Loss before income tax
(129,750)
(603,619)
(1,827,461)
Share-based payment charge
25,707
7,211
51,402
Fair Value Loss on Investment
78,660
Increase in inventory
(742)
588,545
(Gain)/loss on deregistration of a subsidiary
(94)
Increase in inventory
(5662)
Increase (Decrease) in trade & other receivable
(5,379)
(53,591)
82,96
Decrease in trade and other payable
(82,066)
(120,579)
(43,905)
Research and development non cash
-
-
-
Foreign exchange differences
(580)
(3,979)
Finance income
19,888
10,913
(21,426)
Net cash flows used in operating activities
(171,600)
(760,987)
(1,100,994)
Cash flows from investing activities
Increase in intangible assets
(2,967)
(400,000)
Increase in equity investment
(78,660)
Net cash outflow on deregistration of a subsidiary
(1,037)
Finance income
(19,888)
(10,913)
21,426
Net cash flow from investing activity
(22,854)
(10,913)
(458,271)
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs
-
-
-
Net cash inflow from financing activities
-
-
(458,271)
Net movement in cash and cash equivalents
(194,454)
(771,900)
(1,559,265)
Opening cash and cash equivalents
213,626
1,772,892
1,772,892
Closing cash and cash equivalents
19,172
1,000,992
213,627
The accompanying accounting policies and notes form an integral part of these unaudited interim financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. Information on the Company
The Company is incorporated in England and Wales (registration number 11537452) and the Company's share are listed in the equity shares (transition) category of the Official List of the Financial Conduct Authority and traded on the main market of the London Stock Exchange with ticker symbol CLAI.
Cel AI uses advanced cutting-edge artificial intelligence (AI) to deliver the future of personalised beauty, with tailored beauty advice and product recommendations in addition to its breakthrough skincare formulations powered by CBG.
2. Basis of preparation and principal accounting policies
This condensed consolidated interim financial information was approved for issue by the Board on Thursday 29th of May 2025.
The Company's directors are responsible for the preparation of the unaudited interim financial statements.
The preparation of unaudited interim financial statements in conformity with IFRSs requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited interim financial statements and the reported amounts of expenses during the period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
The Directors consider that in the proper preparation of the unaudited interim financial statements there were no critical or significant areas which required the use of accounting estimates and exercise of judgement by management while applying the Company's accounting policies.
This condensed consolidated interim financial information has not been audited and does not include all of the information required for full annual financial statements. The financial figures included within this interim report have been computed in accordance with IFRS applicable to interim periods, and this report constitutes an interim financial report as set out in International Accounting Standard 34: Interim Financial Reporting.
There is no material difference between the fair value of financial assets and liabilities and their carrying amount.
The functional and presentational currency is UK Sterling.
3. Going concern
The Directors have assessed the current financial position of the Company, along with future cash flow requirements, to determine if the Company has the financial resources to continue as a going concern for the foreseeable future.
The conclusion of this assessment is that it is appropriate that the Company be considered a going concern. For this reason, the Directors continue to adopt the going concern basis in preparing the unaudited interim financial statements.
4. Operating loss
Total administrative expenses include share-based payments of £25,707 (28 February 2024: £7,211). The related credit to equity is taken to retained earnings.
5. Earnings per share
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period.
28 February 2025
29 February 2024
31 August 2024
£
£
£
Loss used to calculate basic and diluted earnings per share
(129,750)
(603,619)
(1,827,461)
Weighted average number of shares used in calculating basic earnings per share
602,250,000
537,962,329
602,250,000
Weighted average number of shares used in calculating diluted earnings per share
602,250,000
537,962,329
602,250,000
Basic loss per share (pence)
(0.00022)
(0.11)
(0.303)
Diluted loss per share (pence)
(0.00022)
(0.11)
(0.303)
6. Trade and other receivables
28 February 2025
29 February 2024
31 August 2024
£
£
£
Trade receivables
790
790
790
VAT debtor
14,159
16,115
7,627
Prepayments
28,437
1,153
Other debtors
101,084
14,949
146,426
9,570
There were no receivables that were past due or considered to be impaired. There is no significant difference between the fair value of the other receivables and the values stated above.
7. Trade and other payables
28 February 2025
29 February 2024
31 August 2024
£
£
£
Trade creditors
55,361
37,107
110,453
Accruals
3,000
23,491
29,974
Other creditors
0
4,625
-
58,361
65,223
140,427
All liabilities are payable on demand or have payment terms of less than 90 days.
8. Share capital
28 February 2025
29 February 2024
31 August 2024
£
£
£
602,250,000 Ordinary shares of £0.001 each
602,250
602,250
602,250
The Ordinary Shares have been classified as Equity. The Ordinary Shares have attached to them full voting and capital distribution rights.
9. Capital and reserves
Share capital represents issued Ordinary shares of £0.001 each, all of which are fully paid.
Share premium is the amount subscribed for share capital in excess of nominal value less attributable share issue expenses.
Retained earnings is the cumulative loss of the Company attributable to equity shareholders.
10. Share-based payments
The Company has a total of 59,581,594 warrants and options to subscribe for additional share capital of the Company. Each warrant entitles the holder to subscribe for one Ordinary Share in the Company. The right to convert each warrant is unconditional.
The right to subscribe for Ordinary Shares in the Company is subject to minimum vesting periods of up to three years.
Warrants issued
Weighted average exercise price (pence)
28February 2025
29 February 2024
31 August 2024
Number
Number
Number
At the beginning of the period
3.62
12,250,000
41,460,000
50,460,000
Issued in the period
0.25
23,000,000
-
14,000,000
Exercised in the period
-
-
-
(21,000,000)
Lapsed in the period
-
-
(29,210,000)
At the end of the period
1.61
35,250,000
12,250,000
12,250,000
In the period, the Company issued share options to employees as follows:
Share options issued
Weighted average exercise price (pence)
28 February 2025
29 February 2024
31 August 2023
Number
Number
Number
At the beginning of the period
5.74p
24,331,594
24,331,594
24,331,594
Issued in period
-
-
-
-
Lapsed in the period
-
-
-
(200,000)
At the end of period
5.74p
24,331,594
24,331,594
24,131,594
Equity-settled share-based payments are measured at fair-value (excluding the effect of non-market-based vesting conditions) as determined through use of the Black-Scholes technique, at the date of issue.
Volatility for the calculation of the share-based payment charge in respect of the options issued was determined by reference to movements in the relative share prices of a selected peer-group of companies listed on the London Stock Exchange up to the date of admission and also proportionately on post admission share-price movements of the Company where relevant.
The total share-based payment charge in the period was £25,707, which has been charged to administrative expenses (six months to 28 February 2024: £7,211, year to 31 August 2024: £150,322) all of which was charged to administrative expenses). The share-based payment charge was calculated using the Black-Scholes model. All warrants and options have an exercise period between one and three years from the date of issue.
The total of the share-based payment charge has been simultaneously credited to retained earnings.
The total number of warrants issued to directors (including former directors) is 25,000,000 and the total number of share options issued to directors (including former directors is Nil.
Share-based payment charge for the period
28 February 2025
29 February 2024
31 August 2024
£
£
£
Administrative expenses
25,707
7,211
51,402
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