REG - Cloudified Holdings - Interim results
Tue 16:15
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RNS Number : 7539O Cloudified Holdings Limited 13 January 2026
Cloudified Holdings Limited
("Cloudified" or "the Company")
Interim results
Cloudified Holdings Limited ("Cloudified" or "CHL" or "the Company"), an AIM
quoted cash shell announces its interim results for the six months ended 30
September 2025 (the "period").
Business Review
The Company continued to progress the proposed Reverse Take Over ("RTO") of
the identified asset in the media, technology and events sector. Advisory work
was undertaken, including financial due diligence and associated processes
around the RTO. The Company's shares remained suspended during the period
and operating costs were kept to a minimum.
Subsequent Events and Future Strategy
The target of the RTO is a business in the media, events and technology space
which has been introduced to the Company by Salonica Capital Ltd, which
represents Salonica GP, the general partner for Salonica Play LP, the owner of
approximately 65% of the Company's issued share capital. Whilst timelines
have been extended compared to the original plan, this has allowed the target
to strengthen its commercial foundations in support of the creation of
medium-to- long term shareholder value as an AIM listed company. This has also
included the appointment of an experienced CEO (Rob Proctor) in the media and
technology sectors to lead the combined business; further details are set out
below.
Consequently, the Company is pleased to announce that the RTO target has
signed two substantial commercial contracts with major regional and
international broadcasters in high growth vertical and geographic markets.
These partnerships represent significant customer validation of the Company's
proposition and will help underpin the Company's financial performance and
growth trajectory post completion of the RTO. Having taken specialist
advice, the Company now expects that it will qualify, subject to usual HMRC
processes, for EIS and VCT purposes.
The Company is targeting completion of the RTO in Q2 2026 and is actively
working on the associated processes. To provide additional cash resources to
cover non contingent advisory fees as well as routine operations of the shell,
the Company has raised a further £250,000 (gross) from Salonica Play LP by
way of a Convertible Loan Note ("CLN") the details of which are set out below.
Convertible Loan Note
The Company is in the process of agreeing an unsecured convertible loan note
(the "Note") from Salonica Play LP (the "Lender") to support the completion of
the RTO. The principal amount is expected to be £250,000, with an expected
arrangement fee of £31,250 (which is to be deducted from drawdown without
reducing the face value). At completion of the RTO, Salonica Play LP would
have the right to require repayment of the Note, provided that it has sourced
the specific replacement capital. The Note is expected to carry an
annualised straight-line coupon of 17.5%. On completion of the RTO, the Note
will convert into ordinary shares which will benefit from the bonus share
issue referenced in the RNS of 28 October 2024. The main terms of the Note
have been agreed in principle, and it is expected to be finalised and drawn
down around the end of January 2026.
Appointment of Director and CEO Designate
The Company is pleased to announce the appointment of Robert ('Rob') Proctor
as a Non-Executive Director of the Company with immediate effect. It is
intended that Rob will be appointed to the role of CEO on completion of the
RTO. Rob is a highly experienced digital media and entertainment executive and
serial entrepreneur with over three decades in the entertainment, technology,
media and infrastructure sectors. He has held C-level positions in public and
private companies, including as CEO of Allied Esports International in Las
Vegas and CEO of Audioboom Group plc (AIM: BOOM), where he led the
transformation of the business from a start-up into a fully listed public
company that became the fourth largest podcast company globally.
During his tenure at Audioboom from 2012 to 2019, listenership grew nearly
2,000% to over 1.6 billion impressions, with annual revenues exceeding $22
million. Rob has been a pioneer in internet, mobile technology, streaming
media and podcasting, and brings extensive expertise in content creation,
distribution, public markets and corporate finance. The Board believes that
Rob's considerable experience will be invaluable as the Company pursues its
growth strategy.
Enquiries:
Cloudified Holdings Limited Via IFC
Othman Shoukat (Director)
Ian Selby (Director)
Zeus Capital + 44 (0) 203 829 5000
Mike Coe / James Bavister (Nomad)
IFC Advisory Ltd +44 (0) 203 934 6630
Financial PR & IR
Graham Herring / Zach Cohen
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS PERIOD ENDED 30 SEPTEMBER 2025
6 Months to 6 Months to Year to
30 Sep 2025 30 Sep 2024 31 Mar 2025
(Unaudited) (Unaudited) (Audited)
£ £ £
Revenue - - -
Cost of sales - - -
Gross profit - - -
Administrative expenses (240,593) (149,094) (280,674)
Operating loss (240,593) (149,094) (280,674)
Finance income 3,433 5,124 9,591
Finance expense - (1,424) (1,424)
Net finance income 3,433 3,700 8,167
Loss before income tax (237,160) (145,394) (272,507)
Income tax credit - - -
Loss for the period from continuing operations (237,160) (145,394) (272,507)
Loss for the period (237,160) (145,394) (272,507)
Other comprehensive income:
- - -
Total comprehensive loss for the period (237,160) (145,394) (272,507)
Loss per share from continuing operations
Basic & diluted loss per share (3) p (3) p (3) p
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
6 Months to 6 Months to Year to
30 Sep 2025 30 Sep 2024 31 Mar 2025
(Unaudited) (Unaudited) (Audited)
£ £ £
Assets
Current assets
Trade and other receivables 11,078 15,767 48,220
Cash and cash equivalents 233,204 334,613 460,221
Total assets 244,282 350,380 508,441
Equity
Capital and reserves attributable to equity holders of the Company
Share premium account 4,436,968 4,035,003 4,436,968
Share based payment reserve 180,048 462,386 180,048
Retained earnings (4,402,379) (4,251,268) (4,165,219)
Total equity 214,637 246,121 451,797
Liabilities
Current liabilities
Trade and other payables 29,645 104,259 56,644
Total liabilities 29,645 104,259 56,644
Total equity and liabilities 244,282 350,380 508,441
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Accumulated Share based
capital losses payment reserve Total
£ £ £ £
Balance at 1 April 2024 4,035,003 (4,105,874) 462,386 391,515
Loss for the year - (272,507) - (272,507)
Transactions with owners:
Issue of share capital 500,000 - - 500,000
Costs of issue of share capital (98,035) - - (98,035)
Share based payment charge - - (69,176) (69,176)
Forfeited share options reversed through reserves - 213,162 (213,162) -
Balance at 31 March 2024 4,436,968 (4,165,219) 180,048 451,797
Loss for the period - (237,160) - (237,160)
Transactions with owners:
Issue of share capital - - - -
Share based payment charge - - - -
Balance as at 30 September 2024 4,436,968 (4,402,379) 180,048 214,637
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2025
6 Months to 6 Months to Year to
30 Sep 2025 30 Sep 2024 31 Mar 2025
(Unaudited) (Unaudited) (Audited)
£ £ £
Cash flows from operating activities
(Loss) / profit before tax (237,160) (145,394) (272,507))
Adjustments for:
Share based payment - - (69,176)
Net finance (income) / expense recognised in profit or loss (3,433) (3,700) (8,167)
(240,593) (149,094) (349,850)
Changes in working capital:
Decrease in trade and other receivables 37,142 52,973 20,520
(Decrease) / increase in trade and other payables (26,999) (103,458) (151,073)
Cash generated from / used in operations (230,450) (199,579) (480,403)
Interest paid - (1,424) (1,424)
Net cash used in operating activities (230,450) (201,003) (481,827)
Cash flows from investing activities
Interest received 3,433 5,124 9,591
Proceeds from disposal of fixed assets - - -
Proceeds from disposal of subsidiaries, net of cash - - -
Net cash used in investing activities 3,433 5,124 9,591
Cash flows from financing activities
Proceeds from issue of shares - - 500,000
Share issuance costs - - (98,035)
Net cash used in / generated from financing activities - - 401,965
Decrease / (Increase) in cash equivalents (227,017) (195,879) (70,271)
Cash and cash equivalents at beginning of the period 460,221 530,492 530,492
Cash and cash equivalents at end of the period 233,204 334,613 460,221
NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2025
1. General information
Cloudified Holdings Limited (the "Company" or "Cloudified") is a cash shell
under Rule 15 of the AIM rules. This followed the disposal of its trading
subsidiaries in the cyber security division on 12 December 2023. All other
subsidiaries which were dormant were dissolved in the year ended 31 March
2025. The Company is a public limited company which is listed on the AIM
Market of the London Stock Exchange and is incorporated and domiciled in the
British Virgin Islands. The address of its registered office is PO Box 173,
Kingston Chambers, Road Town, Tortola, British Virgin Islands. The UK
registered office is c/o Blake Morgan LLP, Apex Plaza, Forbury Road, Reading,
RG1 1AX.
2. Basis of preparation
These interim financial statements have been prepared in accordance with UK
adopted International Accounting Standards. They do not contain all the
information required for full financial statements and should be read in
conjunction with the consolidated financial statements of the Company as at
and for the year ended 31 March 2025. These interim financial statements do
not constitute statutory accounts within the meaning of the Companies
Act. The preparation of financial statements in conformity with IFRS requires
the use of certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Company's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed in note 3.
The interim financial information has not been reviewed nor audited by the
auditors. The interim financial information was approved by the Board of
Directors on 15 January 2026. The information for the year ended 31 March 2025
is extracted from the statutory financial statements for that year which have
been reported on by the Company's auditors and delivered to the Registrar of
Companies.
The accounting policies applied by the Company in these interim financial
statements are the same as those applied by the Company in its consolidated
financial statements for the year ended and as of 31 March 2025. The interim
report is the responsibility of, and has been, approved by the Directors. The
Directors are responsible for preparing the interim financial statements in
accordance with the AIM rules for Companies.
Going Concern
The Company is now a cash shell with no trading operations which is currently
in advanced stages of an RTO. On 7 January 2026 it had cash balances of
£168,000 and an expected cash consumption of c£30,000 per month comprising
of directors' fees and typical PLC running costs. The proceeds from the
proposed CLN from Salonica will augment cash balances on drawdown and will
allow coverage of professional fees and abort costs (should the scenario
arise) as the transaction progresses with a target completion in Q2 2026.
The definition of a going concern is that of "any entity unless its management
intends to liquidate the entity or to cease trading or has no realistic
alternative to liquidation or cessation of operations". The directors took the
decision to cease trading through the disposal in December 2023 of all the
trading subsidiaries of the Company and, as such, have prepared these interim
results on a basis other than a going concern. The directors do not consider
that this basis of preparation has given rise to any material differences
compared to the financial statements prepared on a going concern basis.
3. Critical accounting estimates and judgements
The preparation of the Company financial statements in conformity with IFRSs
as applied in accordance with the provisions of the Companies Act 2006
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Company's
accounting policies. Estimates and judgements are continually evaluated and
are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the present
circumstances. The areas involving a higher degree of judgement or complexity,
or areas where assumptions and estimates are significant to the Company's
financial statements are disclosed below.
Estimates:
Management do not consider there to be significant accounting estimates in
respect of the six-month period ended 30 September 2025 or for the year ended
31 March 2025.
4. Earnings per share
Basic loss 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 year. There are no dilutive share options at present as these
would currently increase the loss per share.
Continuing operations
6 Months to 6 Months to Year to
30 Sep 2025 30 Sep 2024 31 Mar 2025
(Unaudited) (Unaudited) (Audited)
£ £ £
(Loss) / Profit for the year attributable to equity holders of the Company (237,160) (145,394) (272,507)
Total basic and diluted (loss)/profit per share from operations (pence per (3) (3) (3)
share)
Weighted average number of shares used as the denominator
6 Months to 6 Months to Year to
30 Sep 2025 30 Sep 2024 31 Mar 2025
(Unaudited) (Unaudited) (Audited)
Weighted average number of ordinary shares used as the denominator in the 8,925,961 5,264,212 8,925,961
calculating basic earnings per share
As at 30 September 2025, the potentially dilutive ordinary shares were
anti-dilutive because the Company was loss-making.
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