Annual Report and Financial Statements

Source: RNS
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 of this announcement via a Regulatory Information Service, this inside 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.

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)

 

Cykel AI plc 

 

Ewan Collinge 

Via First Sentinel 

 

First Sentinel (Corporate Adviser) 

 

Brian Stockbridge 

  

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:

 


A close-up of a letter AI-generated content may be incorrect.
Text Box: N Lyth

 

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

of Cykel AI                     (205,183

(1,847,84

(1,107,266)

2,053,024

-

(1,107,26

Development Ltd                        )

1)




6)

Issue of shares for

acquisition of                  3,921,05

15,292,11

-

(19,213,1

-

-

subsidiary                                  4

0


64)



Shares issued during

the period                        286,592

1,145,085

-

-

-

1,431,677

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

period

 

-

 

-

 

-

 

169,534               169,534

 

 

Shares issued              18,804 during the period

Convertible loan                    - notes

 

 

443,136

 

-

 

 

-

 

-

 

 

- 12,688

 

 

-               461,940

 

-                 12,688

Total transactions         18,804 with owners

443,136

-

12,688

-               474,628

As at 31                     121,620

December 2023

1,253,355

91,100

12,688

(1,793,501)             (314,738)

 

 

Share           Share             Merger        Convertib          Retaine                Total

Premiu          Based               Relief              le loan                   d              Equity

l               m         Payment

Reserve

note

reserve

Earning


 

 
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

during the period                                      -

-

(91,100)

-

-

-            (91,100)

Convertible loan                                      -

-

-

-

(12,688)

-             (12,688)

notes

Reserve transfer                                      -

 

-

 

-

 

(15,292,110

 

-

 

15,292,11                        -

on impairment



)


0

Total transactions                              4,207,

1,145,08

5,416,99

-

(12,688)

15,292,11         26,049,150

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

Adjustments for:

(2,618,475)

(1,567,265)

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

Adjustments for:

(25,547,254)

169,534

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 9th 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 27th 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

 

Administrative Expenses


Period ended 31 Jan 2025

£

Period ended 31 Dec 2023

£

 

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 statements

Fees payable to the company's auditor for other


(48,500)

 

(28,000)

(19,500)

 

(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 statements

Fees payable to the company's auditor for other


(48,500)

 

(25,000)

(47,000)

 

(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

2025

Jan to Dec

2023


£

£

Interest received

2,748

-

Total interest income

2,748

-

 

 

COMPANY

Jan 2024 to Jan

2025

Jan to Dec

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

2025

Jan to Dec

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

2025

Jan to Dec

2023


Number

Number

Employees

3

-

 

Their aggregate remuneration comprised:

Jan 2024 to Jan

2025

Jan to Dec

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

2025

Jan to Dec

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: 23.50%)

(654,619)

(297,780)

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

2025

Jan to Dec

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

2025

Jan to Dec

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

                            -                            

-


                  83,620                    

5,458

 

 

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)

Shares issued to settle debt

5,033,333

50,333

Shares issued to settle convertible loans                                                3,506,849                    35,069


As at 31 Jan 2025                                                                              432,926,576               4,329,266

 

(a)  On 27th 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 1st 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 26th 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 8th 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

grant warrants

Number of Warrants

Share price

Exercise

price

Expected volatility

Expected

life

Risk

Free rate

Expected dividends

01 May 2024

7,425,000

£0.05

£0.05

100%

0.9

4.15%

0.0%

26 Jun 2024

102,927,58

6

£0.05

£0.01

100%

0.6

4.15%

0.0%

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

price

Outstanding at

31 January 2025

Exercisable at

31 January 2025

26 Jun 2024

4.3 periods from

£0.03

38,117,116

38,117,116

08 Oct 2024

issue

10 periods from

£0.05

33,000,000

13,750,000

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

-

-

-

-

1.99p

162,219,702

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

to Jan 2025

Jan to Dec

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

to Jan 2025

Jan to Dec

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 2025

Jan to Dec

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.

 




 

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