REG - Cel AI PLC - Interim results
30/05/2025 14:00
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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 As at 29 February 2024 As at 31
February 2025
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
Revaluation Reserve Share-based payment reserve
Ordinary share capital Foreign currency translation
Share premium 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
602,250 12,988,101 (1,904) 1,721,603 13,644,230 1,665,820
Balance at 1 March 2024
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) - (1,223,842) (1,195,457)
31,784
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) 412,026 (13,514,304) 514,554
31,784
Balance at 1 September 2024 602,250 12,988,101 (5.303) 412,026 (13,514,304) 514,554
31,784
Loss for the period - - - - (129,750) (129,750)
Other comprehensive income - - (1) - - 26,637
26,638
Total comprehensive income for the period - - (1) - (129,750)
26,638 (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) 437,733 (13,670,890) 410,512
58,422
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)
25,707 7,211 51,402
Share-based payment charge
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 (1,037)
subsidiary
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 602,250,000 537,962,329
basic earnings per share 602,250,000
Weighted average number of shares used in calculating 602,250,000 537,962,329 602,250,000
diluted earnings per share
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 29 February 31 August
2025 2024 2024
£ £ £
602,250 602,250
602,250,000 Ordinary shares of £0.001 each 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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