REG - CYKEL AI PLC - Annual Report and Financial Statements
02/06/2025 07:00
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RNS Number : 9006K CYKEL AI PLC 02 June 2025
This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication
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information is now considered to be in the public domain.
2 June 2025
Cykel AI PLC
("Cykel AI" or the "Company")
Annual Report and Financial Statements
Cykel AI PLC (LSE: CYK) announces that it has today published its Annual Report and Financial Statements for the period 1 January 2024 to 31 January 2025. The full audited financial statements will be uploaded to the Company website:
https://www.cykel.ai/investors (https://www.cykel.ai/investors)
.
About Cykel AI
Cykel AI creates autonomous digital workers that perform complex business tasks without human supervision. The Company's expanding portfolio includes Lucy (recruitment), Samson (research analysis), and Eve (sales), all built on TaskOS - Cykel's proprietary AI agent infrastructure. Cykel's digital workers operate alongside human teams, enabling businesses of all sizes to transform their operations at scale while delivering measurable ROI. (
www.cykel.ai (http://www.cykel.ai)
)
Cykel AI plc
Ewan Collinge Via First Sentinel
First Sentinel (Corporate Adviser)
Brian Stockbridge brian@first-sentinel.com (mailto:brian@first-sentinel.com)
+44 (0) 7858 888 007
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025
Jan 2024 to Jan 2025 Jan to Dec 2023
Note £ £
Revenue 817 -
Gross Profit 817 -
Administrative expenses 5 (1,607,634) (1,567,265)
Operating loss (1,606,817) (1,567,265)
Reverse acquisition expenses 8 (1,014,405) -
Finance income / (expenses) 9 2,748 -
Profit/(loss) before taxation (2,618,475) (1,567,265)
Income tax expense 12 - -
Profit/(loss) after taxation (2,618,475) (1,567,265)
Other comprehensive income - -
Profit/(loss) and total comprehensive loss for the period (2,618,475) (1,567,265)
Profit/(Loss) per share from continuing operations attributable to the equity
owners
Basic profit/(loss) per share (pence per share) 13 (0.02) (0.97)
The income statement has been prepared on the basis that all operations are
continuing operations.
PARENT COMPANY STATEMENT OF COMPREHENSIVE INCOME FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025
Jan 2024 to Jan 2025 Jan to Dec 2023
Note £ £
Other operating income 3,000 78,620
Administrative expenses 5 (6,552,709) (470,378)
Impairment of investment in subsidiary (18,996,724) -
Operating loss (25,546,433) (391,758)
Finance costs 9 (821) (449,863)
Other gains/(losses) 10 - 1,011,155
Profit/(loss) before taxation (25,547,254) 169,534
Income tax expense 12 - -
Profit/(loss) after taxation (25,547,254) 169,534
Other comprehensive income - -
Profit/(loss) and total comprehensive loss for the period (25,547,254) 169,534
CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 JANUARY 2025
Note As at Jan 2025 As at Dec 2023
ASSETS £ £
Non-current assets
Property, plant and equipment 14 720 -
Intangible assets 15 252,093 103,130
Total non-current assets 252,813 103,130
Current assets
Trade and other receivables 16 83,620 166,234
Cash and cash equivalents 119,282 1,387,215
Total current assets 202,902 1,553,449
Total assets 455,715 1,656,579
EQUITY AND LIABILITIES
Equity
Share capital 17 4,329,266 205,183
Share premium 18 17,690,550 1,847,841
Share-based payment reserve 19 5,508,097 1,107,266
Reverse acquisition reserve 8 (18,116,825) -
Retained earnings 21 (9,223,930) (1,567,265)
Total equity 187,158 1,593,025
Current liabilities
Trade and other payables 22 268,557 63,553
Total current liabilities 268,557 63,553
Total liabilities 268,557 63,553
Total equity and liabilities 455,715 1,656,579
The notes on pages 36 to 60 form part of these financial statements.
The financial statements were approved by the board of directors and
authorised for issue on 30 May 2025 and
are signed on its behalf by:
Director
Company Registration No. 11155663
The notes on pages 36 to 60 form part of these financial statements.
PARENT COMPANY STATEMENT OF FINANCIAL POSITION As at 31 JANUARY 2025
Notes As at Jan 2025 As at Dec 2023
ASSETS £ £
Non-current assets
Property, plant and equipment 14 720 519
Intangible assets 15 252,093 -
Total non-current assets 252,813 519
Current assets
Trade and other receivables 16 83,620 5,458
Cash and cash equivalents 119,282 9,239
Total current assets 202,902 14,697
Total assets 455,715 15,216
EQUITY AND LIABILITIES
Equity
Share capital 17 4,329,266 121,620
Share premium 2,398,440 1,253,355
Share based payment reserve 19 5,508,097 91,100
Convertible loan note reserve 20 - 12,688
Merger relief reserve - -
Retained earnings 21 (12,048,645) (1,793,501)
Total equity 187,158 (314,738)
Current liabilities
Trade and other payables 22 268,557 169,067
Convertible loan notes 23 - 160,887
Total current liabilities 268,557 329,954
Total liabilities 268,557 329,954
Total equity and liabilities 455,715 15,216
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025
Share Share Share Reverse Retained Total
Capital Premium Based acquisitio Earnings Equity
Payment n reserve
Reserve
£ £ £ £ £ £
As at 1 Jan 2023 - - - - - -
Loss for the period - - - - (1,567,265) (1,567,265)
Total comprehensive loss for the period
- - - - (1,567,265) (1,567,265)
Shares issued during
the period 205,183 2,113,318 1,107,266 - - 3,425,767
Share issue cost (265,477) - - - (265,476)
-
Total transactions with owners 205,183 1,847,481 1,107,266 - - 3,160,291
As at 31 December 2023 205,183 1,847,481 1,107,266 - (1,567,265) 1,593,026
Share Share Share Reverse Retaine Total
Capital Premiu Based acquisiti d Equit
m Payment on Earning y
Reserve reserve s
£ £ £ £ £
As at 1 Jan 2024 205,183 1,847,841 1,107,266 - (1,567,26 1,593,025
5)
Loss for the period
- - - - (2,618,47 (2,618,47
5) 5)
Total comprehensive
loss for the period - - - - (2,618,47 (2,618,47
5) 5)
Recognition of plc
equity at acquisition 121,620 1,253,355 - (956,685) - 418,290
date
Remove Share capital (1,847,84 (1,107,266) 2,053,024 - (1,107,26
of Cykel AI (205,183
Development Ltd ) 1) 6)
Issue of shares for 15,292,11 - (19,213,1 - -
acquisition of 3,921,05
subsidiary 4 0 64)
Shares issued during 1,145,085 - - - 1,431,677
the period 286,592
Issue of warrants - - 5,508,097 - (5,038,19 469,907
0)
Total transactions with 4,124,08 15,842,70 4,400,831 (18,116,8 (5,038,19 1,212,608
owners 3 9 25) 0)
As at 31 January 4,329,26 17,690,55 5,508,097 (18,116,8 (9,223,93 187,158
2025 6 0 25) 0)
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025
Share Share Share Convertib Retained Total
Capita Premiu Based le loan Earnings Equity
l m Paymen note
t reserve
Reserve
£ £ £ £ £ £
As at 1 Jan 2023 102,816 810,219 91,100 - (1,963,035) (958,500)
Profit for the
period - - - - 169,534 169,534
Total
comprehensive - income for the - - - 169,534 169,534
period
Shares issued 18,804 during the period 443,136 - - 12,688 - 461,940
Convertible loan - notes
- - - 12,688
Total transactions 18,804 with owners 443,136 - 12,688 - 474,628
As at 31 121,620 1,253,355 91,100 12,688 (1,793,501) (314,738)
December 2023
Share Share Merger
Convertib Retaine Total
Premiu Based
Relief le loan
d Equity
l m Payment Reserve note Earning
reserve
Share Capita
Reser s
£
ve
£ £ £ £
As at 1 Jan 2024 121,62 1,253,3 91,100 - 12,688 (1,793,50 (314,738)
0 55 1)
Loss for the period - - - - -
(25,547,2 (25,547,25
54) 4)
Total comprehensive
- - - - (25,547,2 (25,547,254
loss for the period 54) )
Shares issued 4,207, 1,145,0 5,508,09 15,292,110 - 26,152,938
during the period 646 85 7 -
Shares cancelled - (91,100) - - - (91,100)
during the
period
-
Convertible - - - (12,688) - (12,688)
loan
-
notes
Reserve - - (15,292,110 - 15,292,11 -
transfer
-
on impairment ) 0
Total transactions 1,145,08 5,416,99 - (12,688) 15,292,11 26,049,150
4,207,
with owners 646 5 7 0
As at 31 Jan 4,329, 2,398,4 5,508,09 - - (12,048,6 187,158
2025 266 40 7 45)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025
Period ended Period ended
31 January 31 December
2025 2023
Note £ £
Cash flow from operating activities
Loss for the financial period (2,618,475) (1,567,265)
Adjustments for:
Write down / Impairment 881 -
Reverse acquisition share-based payment expense 1,014,405 -
Finance costs - -
Interest paid - -
Settlement of fees through equity 207,766 -
Share based payments (988,923) 1,107,266
Changes in working capital:
Decrease / (Increase) in trade and other receivables 88,071 (166,234)
Increase / (decrease) in trade and other payables 35,939 63,553
Net cash used in operating activities (2,270,335) (562,680)
Cash flows from investing activities
Purchase of property, plant and equipment (1,083) -
Purchase of intangible assets (148,963) (103,130)
Cash acquired on acquisition 15,594 -
Net cash used in investing activities (134,452) -
Cash flows from financing activities
Proceeds from issue of shares 1,301,190 2,053,024
Loans (173,575) -
Net cash (used in)/generated from financing activities 1,127,615 2,053,024
Net (decrease)/increase in cash and cash equivalents (1,277,171) 1,387,215
Cash and cash equivalents at beginning of the period 1,396,453 -
Foreign exchange impact on cash - -
Cash and cash equivalents at end of the period 119,282 1,387,215
PARENT COMPANY STATEMENT OF CASH FLOWS FOR THE 13-MONTH PERIOD ENDED 31
JANUARY 2025
Period ended Period ended
31 January 31 December
2025 2023
Note £ £
Cash flow from operating activities
(Loss) / profit for the financial period (25,547,254) 169,534
Adjustments for:
Write down / Impairment of property, plant and equipment 881 503
Write down / Impairment of investment in subsidiary 15,292,110 -
Foreign exchange movements - (76,076)
Finance costs - 449,553
Interest paid (310)
Adjustment on disposal of investments - (940,857)
Services settled by issue of warrants 5,416,997 -
Changes in working capital:
Decrease / (Increase) in trade and other receivables (78,162) 3,147
Increase / (decrease) in trade and other payables 99,482 54,795
Net cash used in operating activities (4,815,937) (339,400)
Cash flows from investing activities
Purchase of intangible assets (252,093) -
Investments - additions (1,083)
Net cash used in investing activities (253,175) -
Cash flows from financing activities
Proceeds from issue of shares 5,340,043 162,500
Loans (160,887) 163,576
Net cash (used in)/generated from financing activities 20,471,266 326,076
Net (decrease)/increase in cash and cash equivalents 110,044 (13,324)
Cash and cash equivalents at beginning of the period 9,238 22,994
Foreign exchange impact on cash - (431)
Cash and cash equivalents at end of the period 119,282 9,239
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025
1 General Information
CYKEL AI PLC (Previously called Mustang Energy PLC) is incorporated and
domiciled in England and Wales as a public limited company. The registered
office and principal place of business is 9(th) Floor, 16 Great Queen Street,
London, England, WC2B 5DG.
The Company's principal activities and nature of its operations are disclosed
in the Strategic Report.
2 Accounting Policies
IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
Regular way purchases and sales of financial assets are accounted for at trade
date.
2.1 Basis of preparation
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 IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the functional
currency of the Company. Monetary amounts in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost
convention modified for the revaluation of plant and equipment and intangible
assets to fair value as determined by the relevant accounting standard.
The Company has adopted the applicable amendments to standards effective for
accounting periods commencing on 1st January 2024. The nature and effect of
these changes as a result of the adoption of these amended standards did not
have an impact on the financial statements of the Company and, hence, have not
been disclosed.
The Company has not early adopted any standards, interpretations or amendments
that have been issued but are not yet effective - see note 3 for reference.
The company changed its accounting reference date from 31 December to 31
January during the period. As a result, the current financial statements cover
a 13-month period from 1 January 2024 to 31 January 2025, compared to the
prior financial period of 12 months ended 31 December 2023.
As a result, the amounts presented in the primary financial statements are not
entirely comparable to the prior period figures due to the difference in
length of reporting periods and the reverse acquisition.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE 13-MONTH PERIOD ENDED 31 JANUARY 2025
2 Accounting Policies (Continued)
This affects all statements, including the:
- Statement of Comprehensive Income
- Statement of Changes in Equity
- Statement of Cash Flows
On 27(th) June 2024, Mustang Energy PLC (now renamed Cykel AI PLC) completed a
reverse takeover of Cykel AI PLC (now renamed Cykel AI Development Ltd).
Following the transaction, Mustang Energy PLC changed its name to Cykel AI
PLC, while Cykel AI PLC was renamed Cykel AI Development Ltd.
The transaction has been accounted for as a reverse acquisition in accordance
with IFRS 3 (Business Combinations). As the legal structure of the group has
changed, the financial statements are presented as a continuation of Mustang
Energy PLC (now known as Cykel AI PLC) with the assets, liabilities, and
operations of Cykel AI PLC (now known as Cykel AI Development Ltd) included
from the acquisition date.
For accounting purposes, Mustang Energy PLC (now known as Cykel AI PLC) is the
legal acquirer and the accounting acquiree, and Cykel AI PLC (now known as
Cykel AI Development Ltd) is the accounting acquirer. However, due to the name
changes, the consolidated financial statements are now presented under the
name Cykel AI PLC, which represents the combined entity post-acquisition.
Following the reverse acquisition, future consolidated financial statements
will continue to reflect the Group structure led by Cykel AI PLC (previously
called Mustang Energy PLC) as the legal acquirer, with newly acquired
subsidiaries consolidated from their respective acquisition dates. Changes in
ownership interests that do not result in a loss of control will be accounted
for as equity transactions.
The comparative figures presented in these financial statements for the
company reflect the historical results of Mustang Energy PLC (now known as
Cykel AI PLC). The comparative results for the group reflect the results of
Cykel AI PLC (now known as Cykel AI Development Ltd plus Mustang Energy PLC
(now known as Cykel AI PLC) legally acquired 100% of the issued share capital
of Cykel AI PLC (now known as Cykel AI Development Ltd) by issuing 1.911 of
its own shares for each share in Cykel AI PLC (now known as Cykel AI
Development Ltd). The fair value of the consideration given was determined as
the market value of shares issued, amounting to £19m. The identifiable assets
acquired, and liabilities assumed were measured at their fair values on the
acquisition.
Mustang Energy PLC's (now known as Cykel AI PLC) costs of obtaining the
listing arising from the transaction amounted to £1.014k and has been
recognised as a cost in the statement of comprehensive income. It represents
the excess of the consideration transferred over the fair value of the net
identifiable assets acquired.
The results of the combined entity, now trading as Cykel AI PLC, are
consolidated from the acquisition date. All acquisition-related costs have
been expensed as incurred. This reflects the substance of the transaction,
which is the continuation of the financial statements of Mustang Energy PLC's
(now known as Cykel AI PLC) as the accounting acquirer. The comparative
information presented in these
consolidated financial statements is that of Mustang Energy PLC's (now known
as Cykel AI PLC), as though it had always been part of the consolidated group.
2.2 Going concern
The Company has successfully raised additional capital to execute its plan of
development of AI Agents, specifically in the Recruitment, Sales and Research
sectors totaling £1,900,000 gross since the successful Reverse Takeover,
indicating that there is substantial investor appetite for exposure to the AI
Agent sector.
However, there is no guarantee that this appetite will continue despite
attempts to fundraise in the future.
These events or conditions indicate the existence of a material uncertainty
that may cast significant doubt on the Company's ability to continue as a
going concern and, therefore, that it may be unable to realize its assets and
discharge its liabilities in the normal course of business. The financial
statements do not include any adjustments that may be necessary if the Company
was not a going concern but note that the auditors make reference to going
concern by way of a material uncertainty over the ability of the company to
fund the recurring and projected expenditure.
The Directors consider that despite this uncertainty it remains appropriate to
prepare the financial statements on a going concern basis.
2.3 Revenue Recognition
Provision of Services
Revenue from the provision of services is recognised in the period in which
the services are rendered, by reference to the stage of completion of the
transaction at the end of the reporting period. The stage of completion is
measured based on the proportion of services performed to date as a percentage
of the total services to be performed.
Interest Income
Interest income is recognized on an accrual basis, using the effective
interest method, which allocates interest over the relevant period.
2.4 Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently
measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives on the following bases:
Plant and equipment 33%
straight line
The gain or loss arising on the disposal of an asset is determined as the
difference between the sale proceeds and the carrying value of the asset and
is recognised in the income statement.
2.5 Non-current investments
Investments in equity instruments which are not subsidiaries, associates or
joint ventures, are initially
measured at fair value, which is normally the transaction price. Such assets
are subsequently carried at fair value and the changes in fair value are
recognised in profit or loss.
2.6 Impairment of intangible assets
At each reporting end date, the Company reviews the carrying amounts of its
intangible 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). Where it is not possible to estimate
the recoverable amount of an
individual asset, the Company estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet
available for use are tested for impairment annually, and whenever there is an
indication that the asset may be impaired.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in the statement of comprehensive income, unless the
relevant asset is carried at a revalued amount, in which case the impairment
loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (or cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so
that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment
loss been recognised for the asset (or cash-generating unit) in prior periods.
A reversal of an impairment loss is recognised immediately in the statement of
comprehensive income, unless the relevant asset is carried at a revalued
amount, in which case the reversal of the impairment loss is treated as a
revaluation increase.
2.7 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short- term liquid investments with original maturities of three
months or less, and bank overdrafts.
Bank overdrafts are shown within borrowings in current liabilities.
2.8 Financial assets
Financial assets are recognised in the company's statement of financial
position when the company becomes party to the contractual provisions of the
instrument. Financial assets are classified into specified categories,
depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as measured at fair value
through profit and loss are measured at fair value and any transaction costs
are recognised in profit or loss. This includes the company's equity
investments. Financial assets not classified as fair value through profit or
loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial assets held at amortised cost comprise trade and other receivables
and cash and cash equivalents. These assets are non-derivative financial
assets with fixed or determinable payments that
are not quoted in an active market. They arise principally through the
provision of goods and services to customers (e.g., trade receivables), but
also incorporate other types of financial assets where the
objective is to hold their assets in order to collect contractual cash flows
and the contractual cash flows are solely payments of the principal and
interest. They are initially recognised at fair value plus
transaction costs that are directly attributable to their acquisition or issue
and are subsequently carried at amortised cost using the effective interest
rate method, less provision for impairment.
The company applies the expected credit loss model in respect of other
receivables. The company tracks changes in credit risk, and recognises a loss
allowance based on lifetime ECLs at each reporting
date. Lifetime ECLs are determined using all relevant, reasonable and
supportable historical, current and forward looking information that provides
evidence about the risk that the other receivables will default and the amount
of losses that would arise as a result of that default. Analysis indicated
that the company will fully recover the carrying value of the other
receivables, so no ECL has been recognised in the current period.
Interest is recognised by applying the effective interest rate, except for
short-term receivables when the
recognition of interest would be immaterial. The effective interest method is
a method of calculating the amortised cost of a debt instrument and of
allocating the interest income over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future cash
receipts through the expected life of the debt instrument to the net carrying
amount on initial recognition.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.
2.9 Financial liabilities
Financial liabilities include borrowings and trade and other payables. These
are recognised initially at fair value, net of transaction costs incurred, and
are subsequently stated at amortised cost, using the effective interest
method.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company's
obligations are
discharged,
cancelled, or they expire.
2.10 Equity and reserves
Share capital is determined using the nominal value of shares that have been
issued.
The Share premium account includes any premiums received on the initial
issuing of the Share capital. Any transaction costs associated with the
issuing of shares are deducted from the Share premium account, net of any
related income tax benefits.
The Share-based payment reserve is used to recognise the grant date fair value
of options and warrants issued but not exercised.
The reserve acquisition reserve represents the difference between the nominal
value of the shares issued by the legal parent (accounting acquiree) to effect
the business combination, and the share capital and share premium of the
accounting acquirer immediately before the reverse acquisition.
Retained losses include the accumulated losses of the current and prior
periods as reported in the statement of comprehensive income, net of any
dividends declared and paid.
2.11 Earnings per share
The Company presents basic and diluted earnings per share data for its
Ordinary Shares.
Basic earnings per Ordinary Share is calculated by dividing the profit or loss
attributable to Shareholders by the weighted average number of Ordinary Shares
outstanding during the period.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings
and number of Ordinary Shares for the effects of dilutive potential Ordinary
Shares.
2.12 Equity instruments
Equity instruments issued by the company are recorded at the proceeds
received, net of direct issue costs. Dividends payable on equity instruments
are recognised as liabilities once they are no longer at the discretion of the
company.
2.13 Derivatives
Derivatives are initially recognised at fair value at the date a derivative
contract is entered into and are
subsequently remeasured to fair value at each reporting end date. The
resulting gain or loss is recognised in profit or loss immediately unless the
derivative is designated and effective as a hedging instrument, in which event
the timing of the recognition in profit or loss depends on the nature of the
hedge relationship.
A derivative with a positive fair value is recognised as a financial asset,
whereas a derivative with a negative fair value is recognised as a financial
liability. A derivative is presented as a non-current asset
or liability if the remaining maturity of the instrument is more than 12
months and it is not expected to be realised or settled within 12 months.
Other derivatives are classified as current.
An embedded derivative is a component of a hybrid contract that also includes
a non-derivative host - with the effect that some of the cash flows of the
combined instrument vary in a way similar to a standalone derivative.
Derivatives embedded in a hybrid contract with financial liability hosts are
treated as separate derivatives when they meet the definition of a derivative,
their risks and characteristics are not closely related to those of the host
contracts and the host contracts are not measured at fair value through profit
or loss.
Derivative assets embedded within financial liability hosts are combined with
the corresponding financial liability host and are shown net in the statement
of financial position.
2.14 Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the period. Taxable
profit differs from net profit as
reported in the income statement because it excludes items of income or
expense that are taxable or
deductible in other periods and it further excludes items that are never
taxable or deductible. The company's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by the
reporting end date.
The company is registered in England and Wales and is taxed at the company
standard rate of 25%.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the balance
sheet liability method. Deferred tax liabilities are generally recognised for
all taxable temporary differences and deferred tax assets are recognised to
the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the
temporary difference arises from goodwill or from the initial recognition of
other assets and liabilities in a transaction that affects neither the tax
profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the
company has a legally enforceable right to offset current tax assets and
liabilities, and the deferred tax assets and liabilities relate to taxes
levied by the same tax authority.
2.15 Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the
rates of exchange prevailing at the dates of the transactions. At each
reporting end date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting
end date. Gains and losses arising on translation in the period are included
in profit or loss.
3 Adoption of new and revised standards and changes in
accounting policies
No new UK-adopted IAS, amendments or interpretation became effective in the
period ended 31 January 2025 which has a material effect on this financial
information.
At the date of authorisation of these financial statements, the following
Standards and Interpretations, which have not yet been applied in these
financial statements, were in issue but not yet effective:
Standard Standard name Effective date
IAS 21 Effects of Changes in Foreign Exchange Rates 1 January 2025
IFRS 7 / IFRS 9 Classification and Measurement of Financial Instruments 1 January 2026
IFRS 18 Presentation and Disclosure in Financial Statements 1 January 2027
IFRS 19 Subsidiaries without Public Accountability: Disclosures 1 January 2027
It is not anticipated that adoption of the standards and interpretations
listed above will have a material impact on the current financial position and
performance of the company.
4 Critical accounting judgements and key sources of
estimation uncertainty
The preparation of the financial statements requires management to make
estimates and judgements and form assumptions that affects the reported
amounts of the assets, liabilities, revenue and costs
during the periods presented therein, and the disclosure of contingent
liabilities at the date of the financial information. Estimates and judgements
are continually evaluated and based on management's historical experience and
other factors, including future expectations and events that are believed to
be reasonable.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods.
The estimates and assumptions which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities are
outlined below.
4 Critical accounting judgements and key sources of
estimation uncertainty (Continued) Share-based payments
The directors have applied the Black-Scholes pricing model to assess the costs
associated with the share-based payments. The Black-Scholes model is dependent
upon several inputs where the directors must exercise their judgement,
specifically: risk-free investment rate; expected share price volatility at
the time of the grant; and expected level of redemption. The assumptions
applied by the directors, and the associated costs recognised in the financial
statement are outlined note 19 in these financial statements.
Intangible Assets
Intangible assets are recognised when it is probable that the expected future
economic benefits attributable to the asset will flow to the Group, and the
cost of the asset can be measured reliably. Intangible assets acquired
separately are initially measured at cost. Intangible assets acquired in a
business combination are recognised at fair value at the acquisition date.
Following initial recognition, intangible assets are carried at cost less any
accumulated amortisation and any accumulated impairment losses. Internally
generated intangible assets, excluding capitalised
development costs, are not capitalised, and expenditure is recognised in the
income statement in the period in which it is incurred.
The useful lives of intangible assets are assessed as either finite or
indefinite. Intangible assets with finite lives are amortised on a
straight-line basis over their estimated useful economic lives and are
assessed for impairment whenever there is an indication that the asset may be
impaired. The amortisation period and method are reviewed at least at each
financial period end.
Intangible assets with indefinite useful lives are not amortised but are
tested for impairment annually or more frequently when an indication of
impairment exists. The assessment of indefinite life is also reviewed annually
to determine whether the indefinite life continues to be supportable.
5 Operating costs and administrative expenditure
GROUP Period ended Period ended
31 Jan 2025 31 Dec 2023
Administrative Expenses £ £
Directors' fees (292,000) (67,188)
Legal, professional and regulatory fees (787,184) (181,401)
Operations costs (1,227,275) (210,685)
Other expenses (772) (730)
Share based payment charge 699,596 (1,107,266)
(1,607,634) (1,567,265)
5 Operating costs and administrative expenditure (Continued)
COMPANY Period ended 31 Jan 2025 Period ended 31 Dec 2023
£ £
Administrative Expenses
Directors' fees (79,500) (57,252)
Legal, professional and regulatory fees (712,574) (355,716)
Operations costs (343,638) (57,410)
Other expenses - -
Share based payment charge (5,416,997) -
(6,552,709) (470,378)
6 Auditors Remuneration
GROUP Period ended 31 Jan 2025 Period ended 31 Dec 2023
£ £
Fees payable to the Company's auditor for the audit of the Company financial (48,500) (19,500)
statements
Fees payable to the company's auditor for other
(28,000) (35,000)
non-audit services
(76,500) (54,500)
PARENT Period ended 31 Jan 2025 Period ended 31 Dec 2023
£ £
Fees payable to the Company's auditor for the audit of the Company financial (48,500) (47,000)
statements
Fees payable to the company's auditor for other
(25,000) (25,000)
non-audit services
(73,500) (72,000)
7 Directors' Remuneration
Directors' remuneration for the Company is set out below and as per Directors
Remuneration report:
Their aggregate remuneration comprised:
GROUP Period ended Period ended
31 Jan 2025 31 Dec 2023
£ £
Director's Wages and salaries 45,500 7,250
Director's Social security - 33
Director's fees 246,500 59,900
7 Directors'
Remuneration
(Continued)
GROUP Period ended Period ended
31 Jan 2025 31 Dec 2023
£ £
Share based payments 224,688 808,390
513,688 875,573
Settlement and termination agreements during the period amounted to £Nil (2023: £Nil), included within the totals above.
Highest paid director remuneration:
to Jan 2025 Jan to Dec
2023
Jan 2024
Director's
fees
101,500 40,000
Share based
payments
224,688 538,927
326,188 538,967
The average number of employees (including directors) during the same period
was 10 (2023: 9).
GROUP 2025 2023 2025 2023
Gender Analysis Male Male Female Female
10
8 -
1
PARENT Period ended Period ended
31 Jan 2025 31 Dec 2023
£ £
Director's Wages and salaries 3,500 56,381
Director's Social security - 871
Directors' remuneration and fees 76,000
Director's Pension costs - -
79,500 57,252
Settlement and termination agreements during the period amounted to £Nil
(2023: £Nil), included within the totals above.
The highest paid director received remuneration of £58,000 (2023: £61,000).
The average number of employees (including directors) during the same period
was 6 (2023: 5).
PARENT 2025 2023 2025 2023
Gender Analysis Male Male Female Female
6
4 -
1
8 Reverse Acquisition
On 27 June 2024, Mustang Energy PLC (now known as Cykel AI PLC) legally
acquired, through a share-for-share exchange, the entire share capital of
Cykel AI PLC (now known as Cykel AI Development Ltd), whose principal activity
is the provision of advanced artificial intelligence solutions in the
technology sector.
Subsequent to the acquisition, Mustang Energy PLC changed its name to Cykel AI
PLC and, to differentiate the entities, Cykel AI PLC changed its name to Cykel
Development Ltd. Although the transaction resulted in Cykel AI PLC (now known
as Cykel Development Ltd) becoming a wholly-owned subsidiary of Mustang Energy
PLC (now known as Cykel AI PLC), the transaction constituted a reverse
acquisition, as the previous shareholders of Cykel AI PLC (now known as Cykel
Development Ltd) own
a substantial majority of the Ordinary Shares of Mustang Energy PLC (now known
as Cykel AI PLC) and the executive management of Cykel AI PLC (now known as
Cykel Development Ltd) assumed key leadership roles within Cykel AI PLC
(formerly Mustang Energy PLC).
In substance, the shareholders of Cykel Development Ltd (previously known as
Cykel AI PLC) acquired a controlling interest in Mustang Energy PLC, and the
transaction has therefore been accounted for as a reverse acquisition. Given
that the Mustang Energy PLC's activities prior to the acquisition were
primarily focused on maintaining its LSE Listing, raising equity finance, and
seeking acquisition
opportunities, it did not meet the definition of a trading business in
accordance with IFRS 3 Business Combinations.
As such, this reverse acquisition does not constitute a business combination
and has been accounted for in accordance with IFRS 2 Share-based Payments and
the associated IFRIC guidance. Despite not
qualifying as a business combination, Cykel AI PLC (previously known as
Mustang Energy PLC) is now the legal parent and is required to apply IFRS 10
Consolidated Financial Statements and prepare consolidated financial
statements. These financial statements have been prepared using the reverse
acquisition methodology. Instead of recognising goodwill, the difference
between the equity value given up by Cykel Development Ltd's shareholders and
their share of the fair value of the net assets
acquired is recorded as a share-based payment expense. On reverse acquisition,
this charge reflects, in substance, the cost of acquiring a main market LSE
listing.
On 27 June 2024, Mustang Energy PLC (now known Cykel AI PLC) issued
392,105,382 ordinary shares to acquire the 205,183,350 ordinary shares of
Cykel AI PLC (now known as Cykel Development Ltd). This represented an
issuance of 1.911 Mustang Energy PLC shares per Cykel AI PLC share. Based on a
share price of £0.049, Mustang Energy's investment in Cykel AI PLC was valued
at £19,213,164, prior to share-based payment charges for the period.
Cykel AI PLC (previously known as Mustang Energy PLC), is the legal parent,
however, is treated on consolidation as the accounting acquiree, the
consolidated financial statements reflect the accounts of Mustang Energy PLC
(now known as Cykel AI PLC) since the date of acquisition, and the historical
information of Cykel AI PLC (now known as Cykel Development Ltd). The fair
value of the shares deemed to have been issued by Mustang Energy PLC was
calculated at £1,014,405 based on an assessment of the purchase consideration
for a 100% holding of Cykel AI PLC (now known as Cykel AI Development Ltd).
8 Reverse
Acquisition
(Continued)
According to IFRS 2, the value of the reverse acquisition expense is
calculated as the difference between the deemed cost and the fair value of the
net assets as of the acquisition date. The table below summarizes the
components of the reverse acquisition:
Component £ Amount
Deemed Cost 1,014,405
Office equipment 518
Trade and other receivables 1,004
Cash and Cash Equivalents 29,420
Trade and Other Payables (30,105)
Net Assets Acquired deemed negligeable 837
Reverse acquisition expense 1,014,405
The difference between the deemed cost of £1,014,405 and the negligeable fair
value of the net assets of £837 resulted in £1,014,405 being expensed within
"reverse acquisition expenses" in accordance
with IFRS 2 Share-Based Payments on reverse acquisition, reflecting the
economic cost to Cykel Development Ltd's shareholders of acquiring a quoted
entity.
The reverse acquisition reserve which arose from the reverse takeover is made
up as follows:
Component £ Amount
Pre-acquisition equity in Cykel AI PLC (2,053,024)
Retained earnings of Mustang Energy PLC 1,793,501
Investment in Cykel PLC 19,213,164
Reverse acquisition expense (1,014,405)
Reverse acquisition reserve 17,939,235
9 Finance income / (expenses)
GROUP Jan 2024 to Jan Jan to Dec
2025 2023
£ £
Interest received 2,748 -
Total interest income 2,748 -
COMPANY Jan 2024 to Jan Jan to Dec
2025 2023
£ £
Interest on convertible loan notes (note 23) (815) (449,553)
Other interest payable (6) (310)
Total interest expense (821) (449,863)
10 Other gains and losses
PARENT Jan 2024 to Jan Jan to Dec
2025 2023
£ £
Net gain on disposal of investments and novation of CLNs - 1,868,029
Fair value (loss)/gain on investments (a) - (927,172)
Net exchange gain/(loss) - 70,298
Gain/loss on acquisition - 1,011,155
The above gains and losses have arisen following the disposal of the following
investments held at fair value through profit or loss over the 2023 period:
- Shares in an unlisted entity
- The November 2023 Convertible Loan Notes
Please refer to Mustang Energy PLC's (now known Cykel AI PLC) historical
financial statements for further information on these investments.
11 Employees
Jan 2024 to Jan Jan to Dec
2025 2023
Number Number
Employees 3 -
Their aggregate remuneration comprised: Jan 2024 to Jan Jan to Dec
2025 2023
£ £
Wages and salaries 130,761 -
Social security costs 20,861 -
12 Income tax expense
The charge for the period can be reconciled to the profit/(loss) per the
income statement as follows:
Jan 2024 to Jan Jan to Dec
2025 2023
£ £
Profit/(loss) before taxation (2,618,475) (1,567,265)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2023: (654,619) (297,780)
23.50%)
Effect of expenses not deductible in determining taxable profit 933,384
Utilisation of tax losses not previously recognised - -
Unutilised tax losses carried forward 278,715 -
Depreciation on assets not qualifying for tax allowances (50) -
Taxation charge for the period - -
(2023 -
At the reporting date the company had accumulated tax losses of approximately
£2,664,000
£1,230,000) available for carry forward against future trading profits.
12 Income tax
expense
(Continued)
On 15 March 2023 it was announced that from 1 April 2023 the UK corporation
tax rate would increase from 19% to 25% for profits over £250,000. Profits
between £50,000 and the
£250,000 threshold will continue to be taxed at a rate of 19%.
A deferred tax asset has not been recognised because of uncertainty over
future taxable profits arising from the same trade against which the losses
may be used. Tax losses can be carried forward indefinitely.
13 Earnings per share
Jan 2024 to Jan Jan to Dec
2025 2023
Number of shares Number Number
Weighted average number of ordinary shares for basic earnings per share 128,956,172 162,278,523
Effect of dilutive potential ordinary shares (does not apply for losses):
Weighted average number outstanding share options - -
Weighted average number of ordinary shares for diluted - -
earnings per share
Earnings Jan 2024 to Jan Jan to Dec
2025 2023
Continuing operations £ £
Profit/loss for the period from continued operations (2,618,475) (1,567,265)
2025 2023
Earnings per share for continuing operations £ per share £ per share
Basic earnings per share (0.02) (0.97)
Diluted earnings per share (0.02) (0.97)
14 Property, plant and equipment
GROUP
2025 Plant and
equipment
£
Cost
At 31 December 2023 -
Additions 1,083
At 31 January 2025 1,083
14 Property, plant and
equipment
(Continued)
GROUP Plant and equipment
£
Accumulated depreciation and impairment
At 31 December 2023 -
Charge for the period 363
At 31 January 2025 363
Net Book value at 31 January 2025 720
PARENT
2025 Plant and equipment
£
Cost
At 31 December 2023 2,686
Additions 1,083
Disposals (2,686)
At 31 January 2025 1,083
PARENT Plant and equipment
£
Accumulated depreciation and impairment
At 31 December 2023 2,168
Disposals (2,686)
Charge for the period 881
At 31 January 2025 363
Net Book value at 31 January 2025 720
PARENT
2023 Plant and equipment
£
Cost
At 31 December 2022 2,686
Additions -
At 31 December 2023 2,686
Accumulated depreciation and impairment
At 31 December 2022 1,664
Charge for the period 503
At 31 December 2023 2,167
Net Book value at 31 December 2023 519
15 Intangible assets Intellectual property
GROUP
2025 Intangible
assets
£
Cost
At 31 December 2023 103,130
Additions 148,963
At 31 January 2025 252,093
Accumulated amortisation and impairment
At 31 December 2023 -
Charge for the period -
At 31 January 2025 -
Net Book value at 31 January 2025 252,093
GROUP Intangible
assets
2023 £
Cost
At 31 December 2022 -
Additions 103,130
At 31 December 2023 103,130
Accumulated amortisation and
impairment
£
At 31 December
2022
-
Charge for the
period
-
At 31 December
2023
-
Net Book value at 31 December
2023
-
Intellectual property
PARENT
2025 Intangible
assets
£
Cost
At 31 December 2023 -
Additions (a) 252,093
At 31 January 2025 252,093
15 Intangible assets PARENT
2025
Intangible
assets
£
Accumulated amortisation and impairment
At 31 December
2023
-
Charge for the
period
-
At 31 January
2025
-
Net Book value at 31 January
2025
252,093
(a) As part of the reverse takeover transaction, the intangible assets held in
Cykel AI PLC (now known as Cykel AI development Ltd were transferred to Cykel
AI PLC (previously called Mustang Energy PLC).
PARENT Intangible
assets
2023 £
Cost
At 31 December 2022 -
At 31 December 2023 -
GROUP
Intangible
assets
Accumulated amortisation and
impairment
£
At 31 December
2022
-
Charge for the
period
-
At 31 December
2023
-
Net Book value at 31 December
2023
-
16 Trade and other receivables
GROUP As at Jan 2025 As at Dec 2023
£
£
VAT recoverable 73,537 88,445
Prepayments 10,083 75,289
Other receivables 2,500
-
83,620 166,234
16 Trade and other receivables (Continued)
PARENT As at Jan 2025 As at Dec 2023
£
£
VAT recoverable 73,537 5,458
Prepayments 10,083 -
Other receivables -
-
5,458
83,620
17 Share capital
Number of
£ 0.01 shares Share
Capital £
As at 1 January
2024
121,619,966 121,620
Shares issued in the period for reverse takeover (a) 392,105,381 3,921,054
Shares issued in placing and subscriptions 8 July 2024 (b) 5,833,333 58,333
Shares issued in placing and subscriptions 22 October 2024 14,285,714 142,857
(c) 5,033,333 50,333
Shares issued to settle debt
Shares issued to settle convertible
loans
3,506,849 35,069
As at 31 Jan
2025
432,926,576 4,329,266
(a) On 27(th) June 2024, Mustang Energy PLC (now known as Cykel AI PLC),
completed its reverse takeover process with Cykel AI PLC (now known as Cykel
Development Ltd). The reverse takeover was completed in the form of a share
for share exchange and the ratio was 1:1.911.
(b) On 8 July 2024, the Group issued 5,833,333 shares raising £408,333
before costs
(c) On 22 October 2024, the Group issued 14,285,714 shares raising £892,857
before costs
18 Share premium Share Premium
£
As at 1 January 2024 1,847,481
Shares issued in placing and subscriptions 1,110,000
Shares issued for acquisition of subsidiary 15,292,110
Transfer of capital to reserve acquisition reserve (1,847,841)
Share capital of the Company at acquisition 1,548,631
Shares issued to settle convertible loans 137,842
Issue of warrants 31,215
Share based payments (419,248)
As at 31 Jan 2025 17,690,550
19 Share-based payments reserve
£
Balance as at 1 January 2024 91,100
Warrants issued in the period 5,508,097
Warrants cancelled in the period (91,100)
Balance as at 31 January 2025 5,508,097
On 1(st) May 2024 the Company granted:
- 7,425,000 employee warrants with an expiry date of 2.5 periods from
the grant date and an exercise price of 5 pence.
On 26(th) June 2024 the Company granted:
- 83,628,664 Employee warrants with an expiry date of 2.2 periods from
the grant date and an exercise price of 1 pence.
- 19,298,922 Adviser warrants with an expiry date of 2.2 periods from
the grant date and an exercise price of 1 pence.
- 38,117,116 Adviser warrants with an expiry date of 4.3 periods from
the grant date and an exercise price of 3 pence.
On 8(th) October 2024 the Company granted:
- 33,000,000 Employee warrants with an expiry date of 10 periods from
the grant date and an exercise price of 5.25 pence.
The estimated fair values of options which fall under IFRS 2, and the inputs
used in the Black- Scholes pricing model to calculate those fair values are as
follows:
Date of Number of Warrants Share price Exercise Expected volatility Expected Risk Expected dividends
grant warrants price life Free rate
01 May 2024 7,425,000 £0.05 £0.05 100% 0.9 4.15% 0.0%
26 Jun 2024 102,927,58 £0.05 £0.01 100% 0.6 4.15% 0.0%
6
26 Jun 2024 38,117,116 £0.05 £0.03 100% 1.1 4.15% 0.0%
08 Oct 2024 33,000,000 £0.05 £0.05 100% 2.1 4.15% 0.0%
The following warrants over ordinary shares have been granted by the Company
and are outstanding:
Grant date Expiry period Exercise price Outstanding at 31 January 2025 Exercisable at 31 January 2025
01 May 2024 2.5 periods from
issue
26 Jun 2024 2.2 periods from
issue
£0.05
7,425,000 7,425,000
£0.01
102,927,586 102,927,586
19 Share-based payments
reserve
(Continued)
Grant date Expiry period Exercise Outstanding at Exercisable at
price 31 January 2025 31 January 2025
26 Jun 2024 4.3 periods from £0.03 38,117,116 38,117,116
08 Oct 2024 issue £0.05 33,000,000 13,750,000
10 periods from
issue
181,469,702 162,219,702
As at 31 Jan 2025
Weighted average exercise price Number of warrants
Outstanding at the beginning of the period - -
Cancelled during the period (warrants) - -
Vested during the period 1.99p 162,219,702
Issued during the period 2.31p 181,469,702
Outstanding at the end of the period 2.31p 181,469,702
Exercisable at the end of the period 1.99p 162,219,702
Share-Based Payment Method of Settlement
The Group operates share-based payment schemes under which the entity receives
services from employees as consideration for equity instruments
(equity-settled) or incurs a liability to transfer cash
or other assets based on the value of its shares (cash-settled).
Equity-Settled Share-Based Payments
Equity-settled share-based payments are measured at the fair value of the
equity instruments at the grant date. The fair value determined at the grant
date is expensed on a straight-line basis over the vesting period, based on
the Group's estimate of the shares that will eventually vest, with a
corresponding increase in equity.
Key considerations include:
- Fair value is determined using Black-Scholes model.
- Non-market vesting conditions are considered by adjusting the number
of awards expected to vest.
- Market conditions are included in the grant-date fair value
measurement and are not subsequently adjusted.
Cash-Settled Share-Based Payments
Cash-settled share-based payments are measured at the fair value of the
liability incurred. The liability is remeasured at each reporting date and at
the date of settlement, with changes in fair value recognised in profit or
loss.
Key considerations include:
19 Share-based payments
reserve
(Continued)
- Fair value is determined at each reporting date until the liability
is settled.
- Changes in fair value are recognised as an expense in the income
statement.
- The liability is presented as a provision in the statement of
financial position.
Modification of Share-Based Payment Arrangements
If the terms of an equity-settled award are modified, the Group recognises the
incremental fair value granted, calculated as the difference between the fair
value of the modified award and the original award at the date of the
modification.
20 Convertible loan note reserve
Jan 2024 Jan to Dec
to Jan 2025 2023
£ £
At the beginning of the period (12,688) -
Other movements 12,688 (12,688)
At the end of the period - (12,688)
21 Retained losses
The retained losses reserve represents cumulative profits and losses, net of
dividends paid and other
adjustments.
22 Trade and other payables
GROUP As at Jan 2025 As at Dec 2023
£ £
Trade payables 182,665 29,426
Accruals 78,700 32,728
Social security and other taxation 7,192 1,399
268,557 63,553
PARENT Jan 2024 Jan to Dec
to Jan 2025 2023
£ £
Trade payables 182,665 100,476
Accruals 78,700 63,240
Social security and other taxation 7,192 5,351
268,557 169,067
23 Convertible loan notes
Jan 2024 to Jan to Dec
Jan 2025 2023
Borrowings held at amortised cost: £
£
Convertible loan notes - 160,887
On 23 November 2023 the company issued November 2023 CLNs. The proceeds from
the November 2023 CLNs were used to satisfy trade creditors and future working
capital. The November 2023 CLNs matured on the 31 May 2024 and were converted
automatically on readmission at a conversion price of 6 pence.
The movement in the carrying value of the CLN host liability is detailed
below:
£
Balance at 1 January 2023 7,751,742
Issue of loan notes 1,766,598
Interest charge 449,553
Equity component (12,688)
Exchange loss (436,384)
Derecognition of CLN (9,357,934)
Balance at 31 December 2023 160,887
24
Balance at 31 December 2023 160,887
Interest charge 815
Equity component 12,688
Derecognition of CLN (174,390)
Balance at 31 January 2025 -
Events after the reporting date
On the 25 February 2025, Cykel AI PLC (Previously called Mustang Energy PLC)
issued 25,000,000 new ordinary shares of 1p each in the share capital of the
Company at an issue price of 3.2p per Ordinary Share, a 1.5% premium to the 25
February 2025 closing price, raising gross proceeds of £800,000 (before
expenses). The Placing Shares, have been issued and fully paid and rank pari
passu in
all respects with the existing Ordinary Shares in issue and therefore will
rank equally for all dividends or other distributions declared, made or paid
after the issue of the Placing Shares.
The net proceeds of the Placing will be used to fund: (i) the further
development of Eve, Cykel's Sales specialist automated digital worker; (ii)
the release of Samson, Cykel's Sales research analyst automated digital
worker; and (iii) the Company's general working capital requirements.
25 Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including directors, is set out
below in aggregate for each of the categories specified in IAS 24 Related
Party Disclosures.
The company made payments to the following companies in relation to directors'
fees:
Jan 2024 to
Jan 2025
Jan to Dec 2023
£ £
Mr Jonathan Bixby Toro Consulting
Ltd
130,000 40,000
Mr Ewen Collinge Aros Ventures
Ltd
58,000 -
Mr Robert Mayfield Hunter Equity Management B.V.
26,000 5,000
Mr Nick Lyth Dark Peak Services
Ltd
32,500 15,000
246,500 60,000
The accrued remuneration payable to the directors at the reporting date was as
detailed below:
£
Mr Jonathan Bixby Toro Consulting Ltd 10,000
Mr Ewen Collinge Aros Ventures Ltd 29,000
Mr Robert Mayfield Hunter Equity Management B.V. 2,000
41,000
These related party transactions are at an arm's length basis.
26 Controlling party
The company has no immediate or ultimate controlling party.
27 Financial instruments and associated risks
The Group has the following categories of financial instruments at the period
end:
As at Jan 2025 As at Dec 2023
£ £
Financial assets at amortised cost:
Cash and cash equivalents 119,282 1,387,214
Other receivables 83,620 166,234
202,902 1,553,448
Financial liabilities at amortised cost:
Trade payables 189,857 30,825
189,857 30,825
There are no material differences between the fair value and the book value of
the financial assets and
liabilities. All financial liabilities are carried as current liabilities
therefore there is no difference between present value (carrying value) and
undiscounted value (and there is no maturity of financial liabilities in more
than one period).
IFRS 13 requires the provision of information about how the company
establishes the fair values of financial instruments. Valuation techniques are
divided into three levels based on the quality of inputs:
- Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities;
- Level 2 inputs are inputs other than quoted prices included in level 1 that
are observable, directly or
indirectly; and
- Level 3 inputs are unobservable.
The company has exposure to the following risks from the use of financial
investments:
Liquidity risk
Liquidity risk is the risk that the company will not be able to meet its
financial obligations as they fall due. Although the cash balance at the
period-end cannot cover the total financial obligations at the period-end, the
company is currently in discussions with existing shareholders of the company
to raise these funds, the directors are confident that sufficient funds will
be raised. The financial obligations are minimal therefore the company is
unlikely to be exposed to significant liquidity risk.
Credit risk
The company does not generate any revenue therefore there is no exposure to
credit risk from revenue.
The company's financial assets as at the date of financial position were
minimal and deemed recoverable.
Equity price risk
At period-end the Company did not have an interest in any assets and therefore
there is no exposure to
equity price risk.
Interest rate risk
Interest rate risk is the risk that future cash flows of a financial
instrument will fluctuate because of changes in interest rates. The company is
not exposed to interest rate risk as it has no assets or interest-bearing
liabilities.
Capital management
The company's objectives when managing capital are to safeguard the company's
ability to continue as a going concern in order to provide returns for
shareholders, to provide benefits for other stakeholders, and to maintain an
optimal capital structure to reduce the cost of capital.
The capital structure of the company consists of equity attributable to the
equity holders of the company, comprising issued capital and retained
earnings. The capital structure of the company is managed and monitored by the
Directors.
The full audited financial statements can be found at the Company website:
https://www.cykel.ai/investors (https://www.cykel.ai/investors) .
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