REG - DEFI Dev Corp UK PLC - Annual Report and Financial Statements
22/05/2026 16:45
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RNS Number : 5234F DEFI Development Corporation UK PLC 22 May 2026
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.
22 May 2026
DeFi Development Corporation UK PLC
(the "Company")
Annual Report and Financial Statements
DeFi Development Corporation UK PLC (LSE: DFDV) announces that it has today
published its Annual Report and Financial Statements for the period 1 February
2025 to 31 January 2026. The full audited financial statements will be
uploaded to the Company's website: https://defidevcorp.co.uk
(https://defidevcorp.co.uk/) .
The Directors of the Company accept responsibility for this announcement.
For further information:
DeFi Development Corporation UK PLC
Michael Chan investors@defidevcorp.co.uk (mailto:)
Director
First Sentinel (Financial Adviser)
Brian Stockbridge +44 (0) 20 3855 5551
Fortified Securities (Corporate Broker)
Guy Wheatley +44 (0) 7493 989014
CHAIRMAN'S STATEMENT
The Company entered the financial year as Cykel AI PLC, focused on the
development and commercialisation of its AI Agent platform. During the period,
the Group progressed from product development to early-stage
commercialisation, with the launch and continued enhancement of its
Recruitment AI Agent ("Lucy"), Research agent ("Samson"), and the launch of
its Sales AI Agent ("Eve").
The Group's AI products started to generate revenue, although revenues
remained modest and below the level required to cover operational costs.
In 2025, the Company completed two fundraises in the first six months of the
financial year raising a total of £1,550,007 to fund the AI business. The
company also issued prepaid warrants worth £2.5 million and shortly after
entered into a strategic relationship with DeFi Development Corp. listed on
Nasdaq, supporting the ongoing development of a digital asset treasury
strategy.
In January 2026, the Company formally changed its name to DeFi Development
Corporation UK PLC to reflect its broader strategic direction, while retaining
the Cykel brand for its AI activities. The company secured a £3.5 million
(USD 4.75 million denominated loan, converted at a rate of USD 1: GBP
0.72782), revolving credit facility to be used for the Company's general
corporate and working capital purposes.
The period also saw significant changes to the Board. I would like to thank
those directors who stepped down during the year for their contributions
during an important period of transition for the Group. The Board currently
comprises Michael Chan (Chief Executive Officer), Nathalie Maggi (Chief
Financial Officer), and Ewan Collinge (Chief AI Officer), alongside myself as
Non-Executive Chairman. A search for additional Non-Executive Directors is
underway.
The Directors acknowledge that the Group continues to operate at a loss and
that a material uncertainty exists which may cast significant doubt on the
Group's ability to continue as a going concern. The Group's ability to meet
its obligations is currently supported by a revolving credit facility while
the successful execution of the digital asset treasury strategy remains a key
factor in the Group's longer-term viability. The Board is actively managing
this position and will update shareholders as appropriate.
Looking ahead, the Board remains focused on generating further revenues from
the AI Agent platform, advancing the digital asset treasury strategy, and
maintaining financial discipline. The UK and global regulatory landscape for
digital assets continues to evolve, and the Board carefully considers these
factors in its approach to risk management and strategic planning.
Hadley Stern
Chairman
Date: 22 May 2026
BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Hadley Stern, Non-Executive Chair (age 54)
Hadley is a veteran cryptoasset executive and specialist in emerging
technologies. He currently serves as an advisor to Marinade Finance, where he
formerly held the role of Chief Commercial Officer and led partnerships with
traditional financial institutions and enterprises expanding to Solana. Hadley
began working on cryptoassets in 2014 at Fidelity Labs, where he led design,
development, and product management teams exploring wearable computing, VR/AR,
mobile applications - including the firm's first app and app brokerage - AI,
and other emerging technologies. He went on to found Fidelity's blockchain and
bitcoin incubators and subsequently built the firm's digital asset services
division. Hadley later launched the first bank-grade digital asset custody
platform at BNY Mellon, served in the C-suite at infrastructure company Bloq,
and led the innovation lab for Amazon Web Services.
Michael Chan, Chief Executive Officer (age 49)
Michael is a seasoned corporate finance and legal executive with over 20 years
of experience in M&A, corporate governance, and complex international
transactions across the disruptive technology, financial services,
telecommunications, healthcare, luxuries, and infrastructure sectors. He was
recently General Counsel for one of the fastest-growing crypto start-ups of
2024 and previously served as Managing Counsel and Global Head of Corporate
Legal at Binance. His broader career includes senior roles at VEON and a
Middle Eastern sovereign wealth fund, advising on significant M&A and
corporate finance transactions.
Nathalie Maggi, Chief Financial Officer (age 36)
Nathalie brings over a decade of international finance leadership across
fintech and crypto, with deep experience navigating high-growth, regulated,
and innovative markets. She has previously served as Senior Finance Manager at
Binance for four years, where she worked directly with senior leadership to
deliver financial oversight across Europe. Before that, she spent eight years
at Blackhawk Network, a global leader in branded payments, where she worked in
financial planning, post-merger integrations, and regulatory reporting.
Nathalie combines rigorous financial expertise with a global perspective.
Ewan Collinge, Co-Founder & Chief AI Officer (age 32)
Ewan is an entrepreneur and technologist. He has launched ventures in
payments, AI, SaaS, blockchain, consumer products and gaming. His track record
includes two successful exits including taking Ora Technology PLC, an
environmental investing platform, and Kondor AI PLC public in the UK. He
founded Crowdform, a technology venture studio with teams in the UK, Brazil,
Canada and Singapore, which has created digital products for over 75 startups
as well as major companies like Shell, Sony, and Red Bull. Ewan is also an
investor in early-stage companies and advisor to startups in the UK and
Canada.
STRATEGIC REPORT
The directors present the strategic report for the period ended 31 January
2026.
Review of business in the period
During the period, the Group continued to focus on the development and
commercialisation of its AI Agent platform. Building on the foundations
established in the prior period, the Group transitioned from product
development to early-stage commercialisation, with its Recruitment and Sales
AI Agents gaining initial traction.
The Recruitment AI Agent ("Lucy") became available for commercial use early in
the period and has continued to generate early revenues. The Group also
launched its Sales AI Agent ("Eve") in June 2025, which has shown early signs
of customer adoption.
The Group reported continued growth in user engagement and product adoption,
alongside improvements in its underlying technology and capabilities.
During the period, the Company also announced and began developing a digital
asset treasury strategy, which remains under development. In January 2026, the
Company changed its name to DeFi Development Corporation UK PLC to reflect
this broader strategic direction, while continuing to operate its AI
activities under the Cykel brand.
Business Strategy
The Group's strategy remains centred on the development and deployment of AI
Agents across targeted industry verticals, including recruitment, sales and
research. The Directors believe that focusing on specific use cases enables
stronger product-market fit and more efficient commercialisation.
The Group continues to leverage a shared technology platform to develop
multiple AI Agents, allowing for efficient expansion into adjacent sectors.
In parallel, the Group is developing its digital asset treasury strategy.
Operational Review
The operational focus during the period has been on disciplined product
development and the initial scaling of the Group's AI Agents. The Recruitment
AI Agent has been enhanced with additional functionality, including candidate
sourcing, screening and workflow automation.
The Group successfully launched its Sales AI Agent and advanced development of
its Research AI Agent, leveraging a shared architecture across all products to
improve efficiency and reduce time to market.
The Group has continued to utilise a multi-model approach to large language
models, incorporating both third-party and self-hosted solutions to optimise
performance and manage costs.
Operationally, the shift toward AI Agents has enabled a more scalable business
model, reducing reliance on large customer success and sales teams compared to
the Group's previous approach.
Financial Review
The Group incurred a total comprehensive loss for the period ending 31 January
2026 of £2,927,343 (31 January 2025: loss of £2,681,411).
During the reporting period, the Group continued to incur significant
operational expenses. The Group underwent planned changes to its senior
leadership team during the year. Further detail on director changes is
provided in the Remuneration Report. Additionally, professional fees were
incurred in connection with the adoption of a Solana digital asset treasury
strategy (that is on-going). The Directors believe that certain digital assets
may offer potential long-term value and diversification benefits, though they
acknowledge the significant risks and volatility associated with this asset
class. Furthermore, linked to the digital asset treasury strategy, DFDVUK
Singapore Pte. Ltd was established to assist with group structuring and
treasury activities but is currently not operational and has had minimal
activity during the period.
While revenues began to develop during the year, they were not sufficient to
offset the Group's operational cost base. As a result, the Group recognised an
impairment of the intangible asset representing the capitalised cost of
developing its AI platform. Further detail is provided in the Notes to the
Financial Statements.
The statement of financial position at 31 January 2026 was (£957,886)
compared to £187,158 at 1 February 2025. The primary driver is the continued
accumulation of retained losses as the Group invests in its early-stage
operations.
Loss per share: £0.60 (31 January 2025: loss per share £2.08).
Cash flow
Cash operating outflows for the period ending 31 January 2026 were £2,903,079
(31 January 2025: £2,270,334).
Closing cash
As at 31 January 2026, the Group held £1,325,314 of cash (31 January 2025:
£119,282). The significant increase reflects the fundraisings completed
during the period in support of the Group's digital asset treasury strategy.
Key Performance Indicators (KPI)
AI Revenue (Invoiced Sales)
The Group tracks invoiced revenue from its AI Agent products as a primary
measure of commercial traction. During the reporting period, invoiced AI sales
totalled £18,338 (31 January 2025: £817). While modest, this represents the
first meaningful commercial revenue generated by the Group and demonstrates
early market validation of its AI Agent platform.
Monthly Cash Expenditure
Given the Group's early stage of development, monthly cash expenditure is
closely monitored as an indicator of operational efficiency and runway.
Average monthly cash operating outflows for the period were approximately
£242,000 (total outflows of £2,903,079 over twelve months). The Board
reviews this metric regularly and targets a reduction of expenditure as
revenues grow and operational costs are optimised.
Fundraising and Capital Position
The Group raised a total of £4,050,007 during the period providing the
capital base to pursue its strategic objectives. The Board considers the
strength of the balance sheet and ability to fund operations a critical
indicator of the Group's viability during this growth phase.
Non-Financial KPIs
The Board acknowledges that during the reporting period, the Group's primary
management focus has been on financial sustainability, capital raising, and
strategic development, including the development of the Solana focused digital
asset treasury strategy. As a result, the Group has not yet established a
formalised framework of non-financial KPIs.
The Board recognises that as the Group matures and its AI Agent platform
continues to develop commercially, non-financial metrics will become an
increasingly important tool for assessing operational progress and
communicating that progress to shareholders. The Directors intend to introduce
formalised non-financial KPIs during the next reporting period, with a focus
on metrics including customer acquisition, agent utilisation rates, customer
retention, and platform performance. These will be reported alongside the
Group's financial KPIs in future annual reports.
Environmental matters
The Board contains personnel with a good history of running businesses that
have been compliant with all relevant laws and regulations and there have been
no instances of non-compliance in respect of environmental matters.
Employee information
During the reporting period, the Group comprised a Chairman, Chief Executive
Officer, Chief Financial Officer, Chief AI Officer, two Non-Executive
Directors and three employees. Of these, one was female and the remainder
male.
The Group is committed to ensuring that recruitment and appointments are based
on merit, with due regard to equal opportunity. Where future roles are
identified, the Group will undertake a broad search to appoint the most
appropriate candidate.
Social/Community/Human rights matters
The Group ensures that employment practices take into account the necessary
diversity requirements and compliance with all employment laws. The Board has
experience in dealing with such issues and sufficient training and
qualifications to ensure they meet all requirements.
Anti-corruption and anti-bribery policy
The government of the United Kingdom has issued guidelines setting out
appropriate procedures for companies to follow to ensure that they are
compliant with the UK Bribery Act 2010. The Group has conducted a review into
its operational procedures to consider the impact of the Bribery Act 2010 and
the Board has adopted an anti-corruption and anti-bribery policy.
Principal risks and uncertainties
The Group operates in an uncertain environment and is subject to a number of
risk factors. The Directors consider the following risk factors are of
particular relevance to the Group's activities although it should be noted
that this list is not exhaustive and that other risk factors not presently
known or currently deemed immaterial may apply.
The Group is at an early stage of development with limited operating history.
Investors are relying on the ability of the Group and the Board to raise
additional funds and manage the Group. There is limited trading history of the
Group's shares on which to evaluate the Group's ability to achieve its
objective in accordance with its business strategy. Movements in the price of
shares that can occur in relation to announced events, can sometimes be an
indication of how successful or not the Group has been in achieving its
business objectives.
Early-stage business and funding risk
The Group remains in an early stage of development with limited operating
history. Investors are relying on the Board's ability to manage the business
effectively and, if necessary, to raise additional funding. There is limited
trading history of the Company's shares, which may result in volatility and
affect investor perception of the Group's progress against its strategic
objectives.
Personnel and talent management
During the period, the Group has undertaken a review of its executive and
operational team, resulting in a number of departures. The Board continues to
assess the Group's staffing requirements and may appoint additional personnel
as necessary to support the development and commercialisation of its AI Agent
platform and digital asset strategy.
Unfavourable general economic conditions
The global financial markets are experiencing continued volatility, whilst
geopolitical issues and tensions continue to arise. Many countries have
continued to experience recession or negligible growth rates, which have had,
and may continue to have, an adverse effect on business confidence.
Reputational risk
The Group's reputation is central to its future success, in terms of the way
in which it conducts its business and the financial results which it achieves.
Failure to meet the expectations of its shareholders, business partners and
other stakeholders may have a material adverse effect on the Group's
reputation and future revenue.
Competition in the AI Agent sector
The AI Agent and digital asset markets are developing rapidly, with
significant global investment. New products are regularly launched in similar
subsectors, which may limit market penetration, adoption, and revenue
generation for the Group.
Composition of the Board
A full analysis of the Board, its function, composition and policies, is
included in the Corporate Governance Statement in this report.
Capital structure
The Company's capital consists of ordinary shares, which rank pari passu in
all respects and are traded on the Equity Shares (Transition) category of the
Official List of the London Stock Exchange. There are no restrictions on the
transfer of the ordinary shares or on voting rights. The Company also has
deferred shares in issue that are not traded and which have no voting or
dividend rights.
There are no arrangements in place between shareholders that are known to the
Group that may restrict voting rights, restrict the transfer of securities,
result in the appointment or replacement of Directors, amend the Group's
Articles of Association or restrict the powers of the Group's Directors,
including in relation to the issuing or buying back by the Group of its shares
or any significant agreements to which the Group is a party that take effect
after or terminate upon, a change of control of the Group following a takeover
bid or arrangements between the Group and its Directors or employees providing
for compensation for loss of office or employment (whether through
resignation, purported redundancy or otherwise) that may occur because of a
takeover bid. A Relationship Agreement was entered into on 4 February 2026,
confirming the position above regarding independence of the Company from its
shareholders.
Section 172(1) Statement - Promotion of the Group for the benefit of the
members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Group for the benefit of its members as a whole, as required by
section 172 of the Companies Act 2006.
The requirements of section 172 are for the Directors to:
· Consider the likely consequences of any decision in the long term,
· Act fairly between the members of the Company,
· Maintain a reputation for high standards of business conduct,
· Consider the interests of the Group's employees,
· Foster the Group's relationships with suppliers, customers and
others, and
· Consider the impact of the Group's operations on the community and
the environment.
The Group operates within a fast-growing and developing AI environment and is
partially dependent on fund-raising for continued operation and growth. The
Directors are transparent about the Group's cash position and funding
requirements.
The Board continues to review staffing requirements to ensure resources are
aligned with operational and strategic needs, and may appoint additional
personnel as necessary to support the development and commercialisation of the
Group's AI Agent platform and digital asset initiatives.
Section 172(1) Statement - Promotion of the Group for the benefit of the
members as a whole (continued)
The application of section 172 requirements can be demonstrated in relation to
some of the key decisions made during the period:
Significant Events/Decisions Key section172 Matters affected Actions and Consequences
Launch of Recruitment AI Agent ("Lucy") Shareholders, customers Early-stage revenue generation, validation of AI platform, initial adoption
feedback collected
Launch of Sales AI Agent ("Eve") Shareholders, customers Expands product offering, strengthens market presence, collects early adoption
data
Solana focused digital asset treasury strategy development Shareholders, business relationships Evaluates new strategic opportunities, lays foundations for future growth
Staff review and restructuring Employees Ensured efficient allocation of resources, Board continues to assess staffing
needs to support commercialisation
The strategic report is only part of the Group's annual accounts and reports
and should be read as part of the whole annual report.
Approved by the Board of Directors and signed on its behalf by:
Michael Chan
Chief Executive Officer and Director
Date: 22 May 2026
CORPORATE GOVERNANCE STATEMENT
Introduction
The Group recognises the importance of, and is committed to, high standards of
Corporate Governance. Whilst the Group is not formally required to comply with
a Corporate Governance Code, the Group has looked to the requirements of the
Quoted Company Alliance (QCA) Code of Corporate Governance and sought to apply
aspects of the QCA Code for best practice where deemed appropriate but does
not comply with the QCA Code in full. The following sections explain how the
Group has applied the aspects of the Code that it considers relevant to the
Group.
Compliance with the QCA Code
Whilst the Group has not sought to comply with the QCA Code in full, certain
provisions are not currently applied due to the Group's size and early-stage
nature:
· Principle 6 requires at least half of the Board to be independent
non-executive directors.
· Principle 4 recommends that the Board establish a Nomination
Committee, an Audit Committee with a majority of independent non-executive
directors, and a Remuneration Committee with at least one independent
non-executive director.
The Group currently has no independent non-executive directors. As a result, a
Nomination Committee has not been established, and the Audit and Remuneration
Committees were disbanded during the reporting period.
The Board considers this approach appropriate for the following reasons:
· Proportionate Governance: Given the Group's early-stage development
and current headcount, maintaining separate committees with independent
directors would create unnecessary administrative complexity.
· Future Implementation: The Board remains committed to high governance
standards and intends to re-establish formal Audit, Remuneration, and
Nomination Committees once additional independent non-executive directors are
appointed and the digital asset treasury strategy is formally implemented.
The Board maintains a share dealing code compliant with the Market Abuse
Regulation. All persons discharging management responsibilities (currently
comprising only the Directors) are required to comply with this code at all
times.
Set out below are the Group's corporate governance practices for the period
ended 31 January 2026.
Leadership
The Group is headed by an effective Board which is collectively responsible
for the long- term success of the Group.
The role of the Board
The Board sets the Group's strategy, ensuring that the necessary resources are
in place to achieve the agreed strategic priorities, and reviews management
and financial performance. It is accountable to shareholders for the creation
and delivery of strong, sustainable financial performance and long- term
shareholder value. To achieve this, the Board directs and monitors the Group's
affairs within a framework of controls which enable risk to be assessed and
managed effectively. The Board also has responsibility for setting the Group's
core values and standards of business conduct and for ensuring that these,
together with the Group's obligations to its stakeholders, are widely
understood throughout the Group. The Board has a formal schedule of matters
reserved which is provided later in this report.
Leadership (Continued)
Board Meetings
The core activities of the Board are carried out in scheduled meetings of the
Board and ad hoc Management Meetings. The Board Meetings are timed to link to
key events in the Group's corporate calendar and regular reviews of the
business are conducted. Ad hoc Management Meetings are arranged to consider
matters which require decisions outside the scheduled meetings. During the
period, the full Board met on 8 occasions. Outside the scheduled meetings of
the Board, the Directors maintain frequent contact with each other to discuss
any issues of concern they may have relating to the Group or their areas of
responsibility, and to keep them fully briefed on the Group's operations.
Where Directors have concerns regarding the running of the Group, or a
proposed action, which cannot be resolved, those Directors will ensure that
their concerns are recorded in the Board minutes.
Matters reserved specifically for Board
The Board has a formal schedule of matters reserved that can only be decided
by the Board. The key matters reserved are the consideration and approval of:
· The Group's overall strategy;
· Financial statements and dividend policy;
· Management structure including succession planning, appointments and
remuneration; material acquisitions and disposals, material contracts, major
capital expenditure projects and budgets;
· Capital structure, debt and equity financing and other matters;
· Risk management and internal controls;
· The Group's corporate governance and compliance arrangements; and
· Corporate policies.
Summary of the Board's work in the period
During the period, the Board considered all matters within its remit, with
particular focus on the Group's strategic development, including the
evaluation and implementation of the digital asset treasury strategy, the
oversight of early-stage commercialisation of the AI Agent platform, and
related investment and operational decisions.
Member Position
Meetings
attended
Jonathan Bixby Resigned in the
period 2/8
Nicholas Lyth Resigned in the
period 5/8
Jonathan Hives Non-Executive Director
6/8
Robert Mayfield Non-Executive Director
6/8
Ewan Collinge Chief AI
Officer 8/8
Nathalie Maggi Chief Financial
Officer 3/8
Michael Chan Chief Executive
Officer 5/8
Hadley Stern
Chairman 0/8*
*The chairman was appointed on the 16 January 2026 and no board meetings took
place between his appointment and 31 January 2026.
Leadership (Continued)
The QCA Code also recommends the submission of all Directors for re-election
at annual intervals. The Directors will be required to submit for re-election
at the annual general meeting.
The terms and conditions of appointment of Non-Executive Directors will be
made available upon written request.
Other governance matters
All of the Directors are aware that independent professional advice is
available to each Director in order to properly discharge their duties as a
Director.
The Group Secretary
The Group Secretary is Lantern Corporate Services Ltd who is responsible for
the Board complying with UK procedures.
As at the date of this report, the Board comprises one Non-Executive Chairman
and three Executive Directors. Biographical details of the Directors are set
out on page 3.
The Directors are of the view that the Board consists of Directors with an
appropriate balance of skills, experience, and diverse backgrounds to enable
them to discharge their duties and responsibilities effectively.
Independence
The Group currently has no independent non-executive directors. The Board
recognises the value of independent oversight and intends to appoint
non-executive directors in due course to strengthen governance as the Group's
digital asset treasury strategy is implemented and the business develops.
Appointments
The Board is responsible for reviewing the structure, size and composition of
the Board and making recommendations to the Board with regards to any required
changes.
Commitments
All Directors have disclosed any significant commitments to the Board and
confirmed that they have sufficient time to discharge their duties.
Induction
All new Directors received an informal induction as soon as practical on
joining the Board. No formal induction process exists for new Directors, given
the size of the Group, but the Chairman ensures that each individual is given
a tailored introduction to the Group and fully understands the requirements of
the role.
Board performance and evaluation
The Chairman normally carries out an annual informal appraisal of the
performance of the other Directors which takes into account the objectives set
in the previous period and the individual's performance in the fulfilment of
these objectives.
Accountability
The Board is committed to providing shareholders with a clear assessment of
the Group's position and prospects. This is achieved through this report and
as required other periodic financial and trading statements. The Board has
made appropriate arrangements for the application of risk management and
internal control principles.
Internal controls
The Board of Directors reviews the effectiveness of the Group's system of
internal controls in line with the requirement of the QCA Code. The internal
control system is designed to manage the risk of failure to achieve its
business objectives. This covers internal financial and operational controls,
compliance and risk management. The Group had necessary procedures in place
for the period under review and up to the date of approval of the Annual
Report and financial statements. The Directors acknowledge their
responsibility for the Group's system of internal controls and for reviewing
its effectiveness. The Board confirms the need for an ongoing process for
identification, evaluation and management of significant risks faced by the
Group. The Directors carry out a risk assessment before entering any
commitments.
The Directors are responsible for taking such steps as are reasonably
available to them to safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
At present, due to the size of the Group, there is no internal audit function.
The requirement for internal audit will be kept under regular review.
External auditor
The Group's external auditor is Kreston Reeves Audit LLP. The external auditor
has unrestricted access to the Board. The Board is satisfied that Kreston
Reeves Audit LLP has adequate policies and safeguards in place to ensure that
auditor objectivity and independence are maintained. The external auditors
report to the Board annually on their independence from the Group. In
accordance with professional standards, the partner responsible for the audit
is changed every five years. The current auditor, Kreston Reeves Audit LLP was
first appointed by the Group in August 2023, and therefore the current partner
is due to rotate off the engagement after completing the audit for the period
ended 31 January 2029.
The Board is currently reviewing the Group's external audit requirements to
ensure they remain aligned with the new strategic direction and the
anticipated scale of the digital asset treasury business. A resolution
regarding the appointment of auditors for the ensuing year will be proposed at
the 2026 Annual General Meeting.
Total cost incurred during the period ended 31 January 2026 is £50,000,
payable to Kreston Reeves Audit LLP, in relation to the audit of the 31
January 2026 financial statements.
Shareholder relations
Communication and dialogue
The Board recognises the importance of open and transparent communication with
shareholders. While formal presentations of results are not currently held,
the Directors engage regularly with major shareholders to discuss the Group's
business, strategy, and governance.
Shareholders can access announcements, results, and other news on the Group's
website, and Directors remain available to meet with shareholders or respond
to queries on request. Notice of the Annual General Meeting is sent to
shareholders in accordance with statutory requirements, and shareholders are
given the opportunity to put questions to the Board at the AGM.
Shareholder relations (Continued)
Annual General Meeting
At every AGM individual shareholders will be given the opportunity to put
questions to the Chairman and to other members of the Board that may be
present. Notice of the AGM is sent to shareholders at least 21 clear days
before the meeting. Details of proxy votes for and against each resolution,
together with the votes withheld are announced via a Regulatory Information
Service and are published on the Group's website as soon as practical after
the meeting.
Approved by the Board of Directors and signed on its behalf by:
Hadley Stern
Chairman
Date: 22 May 2026
REMUNERATION REPORT
This remuneration report sets out the Group's policy on the remuneration of
Executive and Non-Executive Directors together with details of Directors'
remuneration packages and service contracts for the period
ended 31 January 2026.
The Group's Remuneration Committee was disbanded during the period. The Board
remains committed to robust governance and is in the process of appointing a
new Remuneration Committee, which will oversee executive and director
remuneration once established. Until such time, the Remuneration committee
function has been taken on by the board. The Remuneration Committee is to meet
at least twice a year and has as its remit the determination and review of,
among others, the remuneration of executives on the Board and any share
incentive plans of the Group.
Remuneration Policy
In setting the policy, the Board will take the following into account:
· The need to attract, retain and motivate individuals of a calibre who
will ensure successful leadership and management of the Group;
· The Group's general aim of seeking to reward all employees fairly
accordingly to the nature of their role and their performance;
· Remuneration packages offered by similar companies within the same
sector;
· The need to align the interests of shareholders as a whole with the
long-term growth of the Group; and
· The need to be flexible and adjust with operational changes
throughout the term of this policy.
Executive Directors
Element Purpose Policy Operation Opportunity &
Performance
Conditions
Base salary To award for services provided Based on recommendations of the remuneration committee, with comparison with Paid monthly N/A
other companies of a similar size & sector
& reviewable
annually
Pension N/A Statutory, where appropriate N/A N/A
Annual Bonus Incentives Based on recommendations of the Paid annually and reviewed annually Performance based
remuneration committee in relation
to the contributions of the Group
Share options Incentives Based on recommendations of N/A N/A
the remuneration committee as part
of a management incentive, where appropriate
Non-Executive Directors
Element Purpose Policy Operation Opportunity &
Performance
Conditions
Base salary To award for services provided Based on recommendations of the remuneration committee, with comparison with Paid monthly N/A
other companies of a similar size & sector
& reviewable
annually
Pension N/A Statutory, where appropriate N/A N/A
Benefits N/A None provided N/A N/A
Annual Bonus N/A Based on recommendations of the N/A N/A
remuneration committee in relation
to the contributions of the Group
Share options Incentives Based on recommendations of N/A N/A
the remuneration committee as part
of a management incentive, where appropriate
Notes to the future policy table
The Directors shall also be paid by the Group all reasonable travelling, hotel
and other expenses as they may incur attending meetings of the Directors or
general meetings or otherwise in connection with the discharge of their
duties.
There are no requirements or guidelines for the director to own shares in the
Group.
Directors Remuneration (audited)
Details of Directors' remuneration during the period ending 31 January 2026 is
as follows (this includes Directors Fee, Directors Wages and Share Based
Payment charges):
Name Director remuneration period ended 31 January 2026 (£) Director remuneration period ended 31 January 2025 (£)
Hadley Stern 4,328 -
Michael Chan 177,337 -
Nathalie Maggi 24,855 -
Ewan Collinge* 393,836 315,781
Robert Mayfield 26,000 26,000
Jonathan Hives 12,000 13,000
Nicholas Lyth 75,000 65,000
Jonathan Bixby 190,000 130,000
*Share based payment charges are £193,336 for period ended 31 January 2026
and £257,781 for period ended 31 January 2025
Terms of appointment:
Director Year of appointment Number of years completed Date of current engagement letter
Hadley Stern 2026 - 15 January 2026
Michael Chan 2025 - 09 September 2025
Nathalie Maggi 2026 - 15 January 2026
Ewan Collinge 2024 1 08 October 2024
Robert Mayfield 2023 2 18 October 2023
Jonathan Hives 2023 2 18 October 2023
Consideration of shareholder views
The Board will consider shareholder feedback received and guidance from
shareholder bodies. This feedback, plus any additional feedback received from
time to time, is considered as part of the Group's annual policy on
remuneration.
Warrants and Options
The Group considers it important that Directors and employees are aligned with
the interests of the Company and its shareholders. The issuance of Warrants
and Options is used to help achieve this alignment.
Warrants were issued to Directors prior to February 2025 at an exercise price
of £1 per warrant. During the current financial year, no warrants or options
were issued to incoming Directors.
Options were awarded in previous years to certain employees at an exercise
price of £5.25 per option to further align their interests with those of
shareholders.
The Group restructured the share capital of the Company so as to divide each
existing ordinary share of £0.01 into one ordinary share of £0.001 and one
deferred share of £0.009, and consolidate every 100 ordinary shares of
£0.001 into one new ordinary share of £0.10. The exercise prices of warrants
and options have been adjusted to account for this restructuring.
Policy for new appointments
Base salary levels will take into account market data for the relevant role,
internal relativities, the individual's experience and their current base
salary. Where an individual is recruited at below market norms, they may be
re- aligned over time (e.g. two to three years), subject to performance in the
role. Benefits will generally be in accordance with the approved policy.
Policy on payments for loss of office
Notice periods are contractually negotiated and generally follow normal
industry practice of one month up to six months for directors. Loss of office
payments are in accordance with this notice period.
Share Price
The following graph illustrates the performance of the Company's share price against the FTSE Emerging Small Cap index over the period 27 June 2024 to January 2026. The 27 June 2024 date reflects the completion of the reverse take-over of Cykel AI PLC into Mustang Energy PLC and shows the Company share price existing structure:
The Company's share price has performed below that of the FTSE Emerging Small
Cap Index. The Board has carefully considered the broader strategic context of
this underperformance, noting that this period covered two strategic
transitions by the Company into high growth areas: since 2024 the Group has
operated as an AI-focused business and during 2025 the Company has begun
developing and implementing a digital asset treasury strategy focused on
Solana. The Board acknowledges that there have been external factors
presenting headwinds for this strategy, including rapid market evolution and
in particular, the accelerated development of mainstream AI agentic
technologies has significantly affected the competitive landscape.
Concurrently, heightened volatility in global digital asset markets has
affected market sentiment towards the Group's digital asset treasury strategy.
These factors, together with broader macroeconomic conditions, may have
contributed to weaker investor sentiment.
Notwithstanding these short term challenges, the Board is satisfied that the
remuneration for this period appropriately reflects both the Company's
performance and development as it positions itself for future long-term value
for shareholders.
The FTSE Emerging Small Cap Index has been selected as the comparator as it is
considered an appropriate broad market benchmark given the Company's size and
listing on the Equity Shares (Transition) category of the Official List of the
London Stock Exchange.
Approved by the Board of Directors and signed on its behalf by:
Michael Chan
Director
Date: 22 May 2026
DIRECTORS REPORT
The Directors present their report and financial statements for the period 1
February 2025 to 31 January 2026. A commentary on the business and the Group's
governance is included in the Chairman's Statement and the Corporate
Governance section of the Annual Report.
Principal activities
During the period, the Group continued to focus on the development and
commercialisation of its AI Agent platform, transitioning from product
development to early-stage revenue generation. Its Recruitment AI Agent
("Lucy") and Sales AI Agent ("Eve") were launched and have begun to gain
initial customer traction and generate early revenues.
The Group has also continued to enhance its underlying technology and expand
user engagement across its AI products. In addition, the Company has commenced
development of a Solana focussed digital asset treasury strategy, which
remains at an early stage.
Results and dividends
The results for the period are set out on page 33.
The Directors do not propose a dividend in respect of the period ended 31
January 2026. No dividend was paid in the year to 31 January 2025.
Directors
The directors who held office during the period and up to the date of
signature of the financial statements were as follows:
Hadley Stern Appointed 15 January 2026
Michael Chan Appointed 9 September 2025
Nathalie Maggi Appointed 15 January 2026
Ewan Collinge Appointed 8 October 2024
Robert Mayfield Resigned 4 March 2026
Jonathan Hives Resigned 4 March 2026
Nicholas Lyth Resigned 3 November 2025
Jonathan Bixby Resigned 2 September 2025
Directors' interests
The directors' interests in the shares of the Group at the date of signing
were as stated below:
Director Position Appointed Ordinary Shares Warrants Options
Hadley Stern Chairman 15 January 2026 - - -
Michael Chan Chief Executive Officer 09 September 2025 - - -
Nathalie Maggi Chief Financial Office 15 January 2026 - - -
Ewan Collinge Chief AI Officer 8 October 2024 38,220 53,608 200,000
Robert Mayfield Non-Executive Director 27 June 2024 - 42,886 -
Jonathan Hives Non-Executive Director 27 June 2024 - 42,886 -
Nicholas Lyth Resigned in the period 27 June 2024 16,885 192,989 -
Jonathan Bixby* Resigned in the period 27 June 2024 195,500 557,524 -
*Jonathan Bixby's Ordinary Shares and Warrants are held by Toro Consulting
Ltd, a company which he controls.
Substantial shareholders
As at 31 January 2026, the total number of issued Ordinary Shares with voting
rights in the Group was 5,167,480. Details of the Company's capital structure
and voting rights are set out in note 12 to the financial statements.
As at the date of approval of this report the Group had a total number of
issued Ordinary Shares with voting rights in the Group of 5,167,480. The Group
has been notified of the following interests of 3 per cent or more in its
issued share capital.
Party name Number of Ordinary Shares % of Share Capital
Charitable Impact Foundation (Canada) 640,000 12.39%
Toro Consulting Ltd* 195,500 3.78%
Fortified Securities 262,124 5.07%
* Toro Consulting Ltd is a company controlled by Jonathan Bixby
Financial instruments
Details of the use of the Group's exposure to financial risk are contained in
note 25 of the financial statements.
Post reporting date events
The Group made changes to its board following the reporting period. On 4 March
2026, Robert Mayfield and Jonathan Hives, both Non-Executive Directors, ceased
to be directors of the Company. Ewan Collinge, Chief AI Officer, will cease to
be a director on conclusion of his notice period on 4 September 2026. Under
his EMI option agreement, all of the options (approximately £580k) are
expected to have vested at that date. As the options may not be exercised
during a notice period, they are expected to lapse on or around 4 October 2026
unless the Board determines otherwise. Approximately £451k currently
recognised within the share-based payment reserve is expected to be
reclassified within equity on lapse.
The Group intends to hire a minimum of two new Non-Executive Directors to
strengthen board governance in preparation for full compliance with the
Corporate Governance Code.
In January 2026, the Group entered into a USD 4.75 million revolving credit
facility. Subsequent to the reporting date, on 15 April 2026, the Group made
an initial drawdown of USD 580,000, carrying interest at 10% per annum,
payable 18 months from drawdown. As both the facility and drawdown arose after
the reporting date, this represents a non-adjusting post balance sheet event
under IAS 10 Events after the Reporting Period.
Auditor
Following the April 2025 Institute of Chartered Accountants in England &
Wales ("ICAEW") regulatory changes to Audit Eligibility rules, the audit
licence previously held by Kreston Reeves LLP has been transferred to the
newly established Kreston Reeves Audit LLP. As a result, the Board formally
appointed Kreston Reeves Audit LLP as auditors of the Group on 6 October 2025,
with Kreston Reeves LLP stepping down on the same date as part of this
structural transition. The auditors have expressed their willingness to
continue in office, and a decision regarding their reappointment will be made
in due course.
Energy and carbon report
The Group is aware that it needs to measure its operational carbon footprint
in order to limit and control its environmental impact. However, given the
very limited nature of its operations during the period under review, it has
not been practical to measure its carbon footprint.
In the future, the Group will only measure the impact of its direct
activities, as the full impact of the entire supply chain of its suppliers
cannot be measured practically.
The Group is exempt from the Streamlined Energy & Carbon Reporting (SECR)
requirements since energy consumption is less than 40,000 kWh of energy in the
reporting period.
The Task Force on Climate-related Financial Disclosures (TCFD) aim to provide
investors, lenders, and other stakeholders with information necessary to
assess climate-related risks and opportunities. The Group takes various
actions throughout our local operations to mitigate the potential impacts of
our activities.
We recognise the benefits of disclosing climate-related financial information,
but due to our small scale and stage of development, have not yet fully
implemented the TCFD recommendations.
Future Developments
The Group continues to work towards the implementation of its Solana focused
digital asset treasury strategy. The Board carefully considers the evolving
regulatory landscape for digital assets as part of this process. Shareholders
will be updated on material developments as they occur.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with UK-adopted international accounting
standards (UK-adopted IAS).
Under Company law the directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and of the profit or loss of the Group for that period.
The Directors are also required to prepare financial statements in accordance
with the UK Listing Rules and the Disclosure Guidance and Transparency Rules
published by the Financial Conduct Authority.
In preparing these financial statements, International Accounting Standard 1
requires that directors:
· Select suitable accounting policies and then apply them consistently;
· Make judgments and accounting estimates that are reasonable and
prudent;
· State whether they have been prepared in accordance with UK-adopted
international accounting standards, subject to any material departures
disclosed and explained in the financial statements;
· Prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Group will continue in business; and
· Prepare a directors' report, a strategic report and directors'
remuneration report which comply with the requirements of the Companies Act
2006.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group and enable
them to ensure that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the Group and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
They are also responsible to make a statement that they consider that the
annual report and accounts, taken as a whole, are fair, balanced, and
understandable and provides the information necessary for the shareholders to
assess the Group's position and performance, business model and strategy.
The directors are responsible for the maintenance and integrity of the Group's
website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
Statement of Directors' responsibilities pursuant to Disclosure and
Transparency Rule
Each of the Directors, whose names and functions are listed on page 3 confirm
that, to the best of their knowledge and belief:
· the financial statements have been prepared in accordance UK-adopted
IAS and give a true and fair view of the assets, liabilities, financial
position and loss of the Group; and
· the Annual Report and financial statements, including the Strategic
Report, includes a fair review of the development and performance of the
business and the position of the Group, together with a description of the
principal risks and uncertainties that they face. The financial statements
have been prepared in accordance with UK-adopted international accounting
standards and with the requirements of the Companies Act 2006 as applicable to
companies reporting under those standards.
Strategic report
The Group has chosen in accordance with section 414C(11) Companies Act 2006,
to set out in the Group's strategic report information required by Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
Schedule 7 to be contained in the directors' report. It has done so in respect
of the review of the business during the period.
Statement of disclosure to auditor
Each director in office at the date of approval of this annual report confirms
that:
· so far as the director is aware, there is no relevant audit
information of which Kreston Reeves Audit LLP is unaware, and
· the director has taken all the steps that he / she ought to have
taken as a director in order to make himself / herself aware of any relevant
audit information and to establish that the Group's auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
Going Concern
The Group has incurred losses from its AI operations and has impaired the
carrying value of its AI platform to nil during the year. The Group has a
£3.5 million (USD 4.75 million, converted at a rate of USD 1: GBP 0.72782),
revolving credit facility available. However, prepaid warrants may become
repayable on 1 June 2026, requiring a cash payment of approximately £2.3
million, which would significantly reduce available liquidity and necessitate
the securing of additional funding. Discussions are underway to extend this
deadline.
The Directors have prepared forecasts indicating the Group can operate within
its existing income and debt facilities if the prepaid warrants are extended.
However, if the prepaid warrants are not extended and the repayment obligation
crystallises, the availability of additional funding cannot be certain. These
conditions represent a material uncertainty that may cast significant doubt on
the Group's ability to continue as a going concern. Notwithstanding this
uncertainty, the Directors consider it appropriate to prepare the financial
statements on a going concern basis.
Approved by the Board of Directors and signed on its behalf by:
Michael Chan
Chief Executive Officer and Director
Date: 22 May 2026
Approved by the Board of Directors and signed on its behalf by:
Nathalie Maggi
Chief Financial Officer and Director
Date: 22 May 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
February 2025 to January 2026 Restated January 2024 to January 2025
Note £ £
Revenue 18,338 817
Cost of Sales (18,730) -
Gross Profit/(loss) (392) 817
Administrative expenses 5 (2,673,546) *(1,670,571)
Depreciation and Amortisation (253,146) -
Operating loss (2,927,084) (1,669,754)
Reverse acquisition expenses 8 - (1,014,405)
Finance income / (expenses) 9 (259) 2,748
Profit/(loss) before taxation (2,927,343) (2,681,411)
Income tax expense 11 - -
Profit/(loss) after taxation (2,927,343) (2,681,411)
Other comprehensive income (22) -
Profit/(loss) and total comprehensive loss for the period (2,927,365) (2,681,411)
Profit/(Loss) per share from continuing
operations attributable to the equity owners
Basic profit/(loss) per share (£ per share) 12 (0.60) *(2.08)
*Comparative figures have been restated to reflect the correction of a prior
period error in relation to share-based payment accounting. Refer to Note 2.3
for further details.
The income statement has been prepared on the basis that all operations are
continuing operations.
The notes starting on page 41 form part of these financial statements.
COMPANY STATEMENT OF COMPREHENSIVE INCOME
February 2025 to January 2026 Restated January 2024 to January 2025
Note £ £
Revenue 18,338 -
Cost of Sales (18,730) -
Gross Profit/(loss) (392) -
Other operating income - 3,000
Administrative expenses 5 (2,618,632) *(6,615,646)
Depreciation and Amortisation (253,146) -
Impairment of investment in subsidiary - (18,996,724)
Operating loss (2,872,170) (25,609,370)
Finance costs 9 (385) (821)
Profit/(loss) before taxation (2,872,554) (25,610,191)
Income tax expense 11 - -
Profit/(loss) after taxation (2,872,554) (25,610,191)
Other comprehensive income - -
Profit/(loss) and total comprehensive loss for the period (2,872,554) (25,610,191)
*Comparative figures have been restated to reflect the correction of a prior
period error in relation to share-based payment accounting. Refer to Note 2.3
for further details.
The income statement has been prepared on the basis that all operations are
continuing operations.
The notes starting on page 41 form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Note As at January 2026 Restated as at January 2025
ASSETS £ £
Non-current assets
Property, plant and equipment 13 2,665 720
Intangible assets 14 - 252,093
Total non-current assets 2,665 252,813
Current assets
Trade and other receivables 16 209,789 83,620
Cash and cash equivalents 1,325,314 119,282
Total current assets 1,535,103 202,902
Total assets 1,537,768 455,715
EQUITY AND LIABILITIES
Equity
Share capital 17 5,167,480 4,329,266
Treasury Shares 17 (262,124) -
Share premium 18 18,664,467 17,690,550
Share-based payment reserve 19 5,681,063 *5,571,033
Reverse acquisition reserve 8 (18,116,825) (18,116,825)
Foreign currency translation reserve (22) -
Retained earnings (12,091,925) *(9,286,867)
Total equity (975,886) 187,158
Current liabilities
Trade and other payables 20 195,654 268,557
Financial liabilities 21 2,300,000 -
Total current liabilities 2,495,654 268,557
Total liabilities 2,495,654 268,557
Total equity and liabilities 1,537,768 455,715
*Comparative figures have been restated to reflect the correction of a prior
period error in relation to share-based payment accounting. Refer to Note 2.3
for further details.
The notes starting on page 41 form part of these financial statements.
COMPANY STATEMENT OF FINANCIAL POSITION
Notes As at January 2026 Restated as at January 2025
ASSETS £ £
Non-current assets
Property, plant and equipment 13 2,665 720
Intangible assets 14 - 252,093
Investments 15 54,671 -
Total non-current assets 57,336 252,813
Current assets
Trade and other receivables 16 209,790 83,620
Cash and cash equivalents 1,322,405 119,282
Total current assets 1,532,195 202,902
Total assets 1,589,531 455,715
EQUITY AND LIABILITIES
Equity
Share capital 17 5,167,480 4,329,266
Treasury Shares 17 (262,124) -
Share premium 3,372,357 2,398,440
Share based payment reserve 19 5,681,063 *5,571,033
Retained earnings (14,861,851) *(12,111,581)
Total equity (903,075) 187,158
Current liabilities
Trade and other payables 20 192,606 268,557
Financial liabilities 21 2,300,000 -
Total current liabilities 2,492,606 268,557
Total liabilities 2,492,606 268,557
Total equity and liabilities 1,589,531 455,715
*Comparative figures have been restated to reflect the correction of a prior
period error in relation to share-based payment accounting. Refer to Note 2.3
for further details.
The notes starting on page 41 form part of these financial statements.
The financial statements were approved by the board of directors and
authorised for issue on 22 May 2026 and
are signed on its behalf by:
Nathalie Maggi
Chief Financial Officer and Director
Company Registration No. 11155663
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Restated Share Based Payment Reverse acquisition reserve Restated Retained Restated Total Equity
Capital Premium Reserve Earnings
£ £ £ £ £ £
As at 1 January 2024 205,183 1,847,841 1,107,266 - (1,567,265) 1,593,025
Loss for the period - - - - *(2,681,411) (2,681,411)
Total comprehensive loss for the period
- - - - (2,681,411) (2,681,411)
Recognition of plc equity at acquisition date
121,620 1,253,355 - (956,685) - 418,290
Remove Share capital of Cykel AI Development Ltd
(205,183) (1,847,841) (1,107,266) 2,053,024 - (1,107,266)
Issue of shares for acquisition of subsidiary
3,921,054 15,292,110 - (19,213,164) - -
Shares issued during the period
286,592 1,145,085 - - - 1,431,677
Issue of warrants - - *5,571,033 - (5,038,190) 469,907
Total transactions with owners 4,124,083 15,842,709 4,463,768 (18,116,825) (5,038,190) 1,212,608
Restated as at 31 January 2025 4,329,266 17,690,550 5,571,033 (18,116,825) (9,286,867) 187,158
*Comparative figures have been restated to reflect the correction of a prior
period error in relation to share-based payment accounting. Refer to Note 2.3
for further details.
Share Treasury Shares Share Share Based Payment Reverse acquisition reserve Foreign currency translation reserve Retained Total Equity
Capital Premium Reserve Earnings
£ £ £ £ £ £ £ £
As at 1 February 2025 4,329,266 - 17,690,550 5,571,033 (18,116,825) - (9,286,867) 187,158
Loss for the period - - - - - - (2,927,343) (2,927,343)
Exchange differences on translation of foreign operations
- - - - - (22) - (22)
Total comprehensive loss for the period
- - - - - (22) (2,927,343) (2,927,365)
Shares issued during the period
838,214 - 973,917 - - - - 1,812,131
Issue of warrants - - - 232,314 - - - 232,314
Lapsed warrants - - - (122,284) - - 122,284 -
Shares issued for ATM purpose (262,124) (262,124)
Total transactions with owners 838,214 (262,124) 973,917 110,030 - - 122,284 1,782,321
As at 31 January 2026 5,167,480 (262,124) 18,664,467 5,681,063 (18,116,825) (22) (12,091,925) (957,886)
The notes starting on page 41 form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
Share Capital Share Premium Restated Share Based Payment Reserve Merger Relief Reserve Convertible loan note reserve Restated Retained Earnings Restated Total Equity
£ £ £ £ £ £ £
As at 1 January 2024 121,620 1,253,355 91,100 - 12,688 (1,793,501) (314,738)
Loss for the period - - - - - *(25,610,191) (25,610,191)
Total comprehensive loss for the period
- - - - (25,610,191) (25,610,191)
Shares issued during the period 4,207,646 1,145,085 *5,571,033 15,292,110 - - 26,215,875
Shares cancelled during the period
- - (91,100) - - - (91,100)
Convertible loan notes - - - - (12,688) - (12,688)
Reserve transfer on impairment - - - (15,292,110) - 15,292,110 -
Total transactions with owners 4,207,646 1,145,085 5,479,933 - (12,688) 15,292,110 26,112,087
Restated as at 31 January 2025 4,329,266 2,398,440 5,571,033 - - (12,111,581) 187,158
*Comparative figures have been restated to reflect the correction of a prior
period error in relation to share-based payment accounting. Refer to Note 2.3
for further details.
Share Share Share Share Based Payment Retained Total Equity
Capital Capital Premium Reserve Earnings
£ £ £ £ £ £
As at 1 February 2025 4,329,266 - 2,398,440 5,571,033 (12,111,581) 187,158
Loss for the period - - - - (2,872,554) (2,872,554)
Exchange differences on translation of investment in subsidiary
Total comprehensive loss for the period
- - - - (2,872,554) (2,872,554)
Shares issued during the period 838,214 - 973,917 - - 1,812,131
Issue of warrants - - - 232,314 - 232,314
Lapsed warrants (122,284) 122,284 -
Shares issued for ATM purpose (262,124) (262,124)
Total transactions with owners 838,214 (262,124) 973,917 110,030 122,284 1,782,321
As at 31 January 2026 5,167,480 (262,124) 3,372,357 5,681,063 (14,861,851) (903,075)
The notes starting on page 41 form part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
Period ended Restated Period ended 31 January
31 January
2026 2025
Note £ £
Cash flow from operating activities
Loss for the financial period (2,927,343) *(2,681,411)
Adjustments for:
Depreciation & Amortisation 253,146 881
Share proceeds receivable to equity, non-cash (262,124) -
Reverse acquisition share-based payment expense - 1,014,405
Settlement of fees through equity - 207,766
Share based payments 232,314 *(935,986)
Changes in working capital:
Decrease / (Increase) in trade and other receivables (126,169) 88,072
Increase / (decrease) in trade and other payables (72,903) 35,939
Net cash used in operating activities (2,903,079) (2,270,334)
Cash flows from investing activities
Purchase of property, plant and equipment (2,998) (1,083)
Purchase of intangible assets - (148,963)
Cash acquired on acquisition - 15,594
Net cash used in investing activities (2,998) (134,452)
Cash flows from financing activities
Proceeds from issue of shares 1,812,131 1,301,190
Cash received on settlement of prepaid warrants 25 2,300,000 -
Loans - (173,575)
Net cash (used in)/generated from financing activities 4,112,131 1,127,615
Net (decrease)/increase in cash and cash equivalents 1,206,054 (1,277,171)
Cash and cash equivalents at beginning of the period 119,282 1,396,453
Foreign exchange impact on cash (22) -
Cash and cash equivalents at end of the period 1,325,314 119,282
*Comparative figures have been restated to reflect the correction of a prior
period error in relation to share-based payment accounting. Refer to Note 2.3
for further details.
The accompanying notes starting on page 41 form part of these financial
statements.
COMPANY STATEMENT OF CASH FLOWS
Period ended Restated Period ended 31 January
31 January
2026 2025
Note £ £
Cash flow from operating activities
(Loss) / profit for the financial period (2,872,554) *(25,610,191)
Adjustments for:
Depreciation & Amortisation 253,146 881
Share proceeds receivable to equity, non-cash (262,124) -
Write down / Impairment of investment in subsidiary - 15,292,110
Issue of warrants - *5,479,934
Share based payments 232,314 -
Changes in working capital:
Decrease / (Increase) in trade and other receivables (126,169) (78,163)
Increase / (decrease) in trade and other payables (75,951) 99,492
Net cash used in operating activities (2,851,338) (4,815,936)
Cash flows from investing activities
Purchase of property, plant and equipment (2,998) -
Purchase of intangible assets - (252,093)
Investments - additions (54,671) (1,083)
Net cash used in investing activities (57,669) (253,175)
Cash flows from financing activities
Proceeds from issue of shares 1,812,130 5,340,043
Cash received on settlement of prepaid warrants 25 2,300,000 -
Loans - (160,887)
Net cash (used in)/generated from financing activities 4,112,130 5,179,156
Net (decrease)/increase in cash and cash equivalents 1,203,123 110,044
Cash and cash equivalents at beginning of the period 119,282 9,238
Foreign exchange impact on cash - -
Cash and cash equivalents at end of the period 1,322,405 119,282
*Comparative figures have been restated to reflect the correction of a prior
period error in relation to share-based payment accounting. Refer to Note 2.3
for further details.
The accompanying notes starting on page 41 form part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
1 General Information
DeFi Development Corporation UK PLC (previously called CYKEL AI PLC) is
incorporated and domiciled in England and Wales as a public limited company.
The registered office and principal place of business is 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.
Ordinary course 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 pounds sterling, which is the
functional currency of the Company. Monetary amounts in these financial
statements are rounded to the nearest pound sterling.
The Company has adopted the applicable amendments to standards effective for
accounting periods commencing on or after 1 January 2025. 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 prior period. As a result, the current financial statements
cover a 12-month period ended 31 January 2026, compared to the prior financial
period of 13 months from 1 January 2024 to 31 January 2025.
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, as well as the reverse acquisition that took
place in the prior period.
2 Accounting Policies (Continued)
On 27 June 2024, Mustang Energy PLC (subsequently renamed Cykel AI PLC)
completed a reverse takeover of Cykel AI PLC (subsequently 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 was accounted for as a reverse acquisition in accordance with
IFRS 3 (Business Combinations). As the legal structure of the Group changed,
the financial statements were presented as a continuation of Mustang Energy
PLC (subsequently known as Cykel AI PLC) with the assets, liabilities, and
operations of Cykel AI PLC (subsequently known as Cykel AI Development Ltd)
included from the acquisition date.
For accounting purposes, Mustang Energy PLC (subsequently known as Cykel AI
PLC) was the legal acquirer and the accounting acquiree, and Cykel AI PLC
(subsequently known as Cykel AI Development Ltd) was the accounting acquirer.
However, due to the name changes, the consolidated financial statements were
presented under the name Cykel AI PLC, which represents the combined entity
post-acquisition.
Following the reverse acquisition, the consolidated financial statements
continued 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.
For full details of the transaction, please refer to the prior year's
financial statements.
2.2 Going concern
The Group has incurred losses from its AI operations and has impaired the
carrying value of its AI platform to nil during the year, reflecting the
limited revenues currently being generated.
The Group has a £3.5 million (USD 4.75 million denominated loan, converted at
a rate of USD 1: GBP 0.72782), revolving credit facility available. However,
warrants expiring on 1 June 2026, will require a cash payment of approximately
£2.3 million, which would significantly reduce available liquidity and
necessitate the securing of additional funding. Discussions are underway to
extend the deadline.
While the Directors have prepared forecasts which indicate that the Group can
operate within its existing facilities if the warrants are extended, in the
event that the warrants are not extended and the associated repayment becomes
due, the Group would be required to secure additional funding. The
availability of such funding is uncertain.
2 Accounting Policies (Continued)
These events or conditions indicate the existence of a material uncertainty
that may cast significant doubt on the Group'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 have been prepared on a going concern basis and do
not include any adjustments that would result if the Group were unable to
continue as a going concern.
2.3 Restatement of comparatives - share-based payments
During the year, the directors identified that the share-based payment charge
recognised in the prior period in respect of the warrants granted to directors
in October 2024 had been calculated using a single grant date for all warrants
issued. Following a review of the underlying agreements and grant
documentation, it was determined that the warrants were granted on different
dates to individual directors and should therefore have been measured
separately based on the respective grant date fair values in accordance with
the applicable accounting standard.
As a result, the comparative figures have been restated for both the Company
and Group to reflect the correct timing and valuation of the warrant grants.
The adjustment has resulted in an increase to the share-based payment reserve
of £62,934 and a corresponding decrease in retained earnings of £62,934 as
at 31 January 2025. The comparative statement of comprehensive income has also
been restated to recognise the revised share-based payment charge for the year
of £5,479,934 for the Company and a share-based payment credit for the year
of £636,659 for the Group. Share based payments are recognised within
administrative expenses. Please see note 5 for reference.
The directors consider this adjustment to represent the correction of a prior
period error and the comparative information has therefore been restated
accordingly.
There is no associated tax impact arising from the restatement as the company
remained loss-making in the affected periods and no deferred tax asset has
been recognised in respect of the adjustment. Earnings per share for the
comparative period has also been restated to reflect the revised loss
attributable to shareholders arising from the corrected share-based payment
charge.
2.4 Revenue Recognition
Revenue from subscription-based services is recognised on a straight-line
basis over the subscription period, reflecting the continuous transfer of
services to the customer. Subscription fees are billed and collected on a
monthly basis and recognised as revenue over the period to which they relate.
2.5 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.
2 Accounting Policies (Continued)
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.
2.6 Non-current investments
Investments comprise interests in subsidiary undertakings only. Investments in
subsidiaries are initially measured at cost and subsequently carried at cost
less any accumulated impairment losses.
2.7 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.
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.
2.8 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 Accounting Policies (Continued)
2.9 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 (ECL) 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.
2.10 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.
2 Accounting Policies (Continued)
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company's
obligations are discharged,
cancelled, or they expire.
2.11 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.
2.12 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.
2.13 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.
2.14 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
2 Accounting Policies (Continued)
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.
Where a foreign currency intercompany loan forms part of the Group's net
investment in a foreign subsidiary, exchange differences arising on
retranslation are recognised in other comprehensive income and accumulated in
the foreign currency translation reserve.
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 2026 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:
3 Adoption of new and revised standards and changes in
accounting policies (Continued)
Standard
Standard
name
Effective date
IFRS 9 & IFRS 7 Classification and Measurement of Financial Instruments 1 January 2026
IFRS 9 & IFRS 7 Power Purchase Agreements (PPAs) 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.
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.
4 Critical accounting judgements and key sources of
estimation uncertainty (Continued)
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 Restated period ended
31 January 2026 31 January 2025
Administrative Expenses £ £
Directors' fees* (805,632) (292,000)
Legal, professional and regulatory fees (1,048,144) (787,184)
Operations costs (587,456) (1,227,275)
Other expenses - (771)
Share based payment charge (232,314) 636,659
(2,673,546) (1,670,571)
COMPANY Period ended Restated period ended
31 January 2026 31 January 2025
Administrative Expenses £ £
Directors' fees* (752,765) (79,500)
Legal, professional and regulatory fees (1,042,589) (712,574)
Operations costs (590,963) (343,638)
Share based payment charge (232,314) (5,479,934)
(2,618,632) (6,615,646)
* Excludes share based payments to Directors
6 Auditors Remuneration
GROUP Period ended Period ended
31 January 2026 31 January 2025
£ £
Fees payable to the Company's auditor for the audit of the Company financial (50,000) (48,500)
statements
Fees payable to the company's auditor for other non-audit services - (28,000)
(50,000) (76,500)
COMPANY Period ended Period ended
31 January 2026 31 January 2025
£ £
Fees payable to the Company's auditor for the audit of the Company financial (50,000) (48,500)
statements
Fees payable to the company's auditor for other non-audit services - (25,000)
(50,000) (73,500)
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 January 2026 31 January 2025
£ £
Directors' Wages and salaries 308,520 45,500
Directors' Social security 42,195 -
Directors' Pension 550 -
Directors' fees 454,367 246,500
Share based payments 193,336 *257,718
998,968 549,718
Settlement and termination agreements during the period amounted to £164,978
(2025: £Nil), included within the totals above.
As at balance sheet date, three directors of the Company and Group were
offered a pension via the company pension scheme.
7 Directors' Remuneration (Continued)
Highest paid director remuneration:
February 2025 January 2024
to January 2026 to January 2025
Directors' fees 200,500 58,000
Share based payments 193,336 *257,781
393,836 315,781
* Comparative figures have been restated to reflect the correction of a prior
period error in relation to share-based payment accounting. Refer to Note 2.3
for further details.
The average number of employees (including directors) during the same period
was 8 (2025: 10).
GROUP 2026 2025 2026 2025
Gender Analysis Male Male Female Female
8 10 1 -
COMPANY Period ended **Period ended
31 January 2026 31 January 2025
£ £
Directors' Wages and salaries 308,520 3,500
Directors' Social security 42,195 -
Directors' Pension 550 -
Directors' fees 401,500 76,000
Share based payments 193,336 *257,781
946,101 337,281
* Comparative figures have been restated to reflect the correction of a prior
period error in relation to share-based payment accounting. Refer to Note 2.3
for further details.
**Period ended 31 January 2025 is one month of expenses as that is when the
transfer of the reverse take-over was complete.
Settlement and termination agreements during the period amounted to £141,250
(2025: £Nil), included within the totals above.
The highest paid director received remuneration of £393,836 (2025:
£359,281).
The average number of employees (including directors) during the same period
was 8 (2025: 6).
PARENT 2026 2025 2026 2025
Gender Analysis Male Male Female Female
7 6 1 -
8 Reverse Acquisition
On 27 June 2024, Mustang Energy PLC (subsequently renamed Cykel AI PLC and now
known as DeFi Development Corporation UK PLC) legally acquired, through a
share-for-share exchange, the entire issued share capital of Cykel AI PLC
(subsequently renamed Cykel AI Development Ltd), whose principal activity is
the provision of advanced artificial intelligence solutions in the technology
sector.
Although the transaction resulted in Cykel AI Development Ltd becoming a
wholly-owned subsidiary of the Company, the transaction constituted a reverse
acquisition. This is due to the former shareholders of Cykel AI Development
Ltd obtaining a substantial majority of the ordinary shares of the Company and
the executive management of Cykel AI Development Ltd assuming key leadership
roles within the enlarged Group.
In substance, the shareholders of Cykel AI Development Ltd obtained control of
the listed entity. Accordingly, the transaction has been accounted for as a
reverse acquisition in the consolidated financial statements.
Prior to the transaction, Mustang Energy PLC's activities were primarily
focused on maintaining its London Stock Exchange listing, raising equity
finance and seeking acquisition opportunities. As these activities did not
constitute a trading business under IFRS 3 Business Combinations, the reverse
acquisition did not meet the definition of a business combination. The
transaction was therefore accounted for in accordance with IFRS 2 Share-based
Payment and related guidance.
Under the reverse acquisition methodology, the consolidated financial
statements are presented as a continuation of the financial statements of
Cykel AI Development Ltd, with the legal parent (now DeFi Development
Corporation UK PLC) treated as the accounting acquiree. Accordingly, the
consolidated financial statements reflect the historical financial information
of Cykel AI Development Ltd together with the results of the legal parent from
the date of the reverse acquisition.
The difference between the equity value deemed to have been issued by the
shareholders of Cykel AI Development Ltd and their share of the fair value of
the identifiable net assets of the legal parent was recognised as a
share-based payment expense in the prior period. This expense reflected, in
substance, the cost of obtaining a London Stock Exchange listing.
Further details of the reverse acquisition, including the share exchange ratio
and the accounting impact of the transaction, are disclosed in the Group's
financial statements for the 13-month period ended 31 January 2025.
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 summarises the
components of the reverse acquisition:
8 Reverse Acquisition (Continued)
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 negligible 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 (1,971,090)
Investment in Cykel PLC (19,213,164)
Reverse acquisition expense 1,014,405
Reverse acquisition reserve (18,116,825)
9 Finance income / (costs)
GROUP February 2025 to January 2026 January 2024 to January 2025
£ £
Interest received - 2,748
Realised currency gains (259) -
Total Finance income (259) 2,748
COMPANY February 2025 to January 2026 January 2024 to January 2025
£ £
Interest on convertible loan notes - (815)
Other interest payable - (6)
Realised currency losses (385) -
Total Finance expense (385) (821)
10 Employees excluding Directors
February 2025 to January 2026 January 2024 to January 2025
Number Number
Employees 3 3
Their aggregate remuneration comprised: February 2025 to January 2026 January 2024 to January 2025
£ £
Wages and salaries 307,082 130,761
Social security costs 44,734 20,861
Pensions 3,758 -
Total Remuneration 355,574 151,622
11 Income tax expense
The charge for the period can be reconciled to the
profit/(loss) per the income statement as follows:
February 2025 to January 2026 January 2024 to January 2025
£ £
Profit/(loss) before taxation (2,927,343) (2,681,411)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2025: (731,836) (654,619)
25%)
Effect of expenses not deductible in determining taxable profit 1,634,108 933,384
Unutilised tax losses carried forward (902,272) (278,715)
Depreciation on assets not qualifying for tax allowances 0 (50)
Taxation charge for the period - -
At the reporting date the company had accumulated tax losses of approximately
£3,360,666 (2025 -
£1,726,558) available for carry forward against future trading profits.
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.
12 Earnings per share
(Restated)
February 2025 to January 2026 January 2024 to January 2025
Number of shares Number Number
Weighted average number of ordinary shares for basic earnings per share 4,879,988 1,289,562
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
Continuing operations £ £
Profit/loss for the period from continued operations (2,927,343) (2,681,411)
2026 2025
Earnings per share for continuing operations £ per share £ per share
Basic earnings per share (0.60) (2.08)
Diluted earnings per share (0.60) (2.08)
On 30 September 2025, the Company implemented a 100:1 share consolidation,
whereby every 100 existing ordinary shares were consolidated into one new
ordinary share.
Diluted earnings per share are not calculated as the Group is loss making
therefore outstanding warrants are not dilutive.
In accordance with IAS 33 Earnings per Share, the weighted average number of
shares used in the calculation of basic and diluted earnings per share for all
periods presented has been retrospectively adjusted to reflect the
consolidation as if it had occurred at the beginning of the earliest period
presented.
Outstanding warrants and options were also adjusted on the same basis,
resulting in a proportional reduction in the number of instruments and an
increase in the exercise price.
The potential ordinary shares arising from share-based payment arrangements
have not been included in the calculation of diluted earnings per share for
the period as their inclusion would be anti-dilutive. Accordingly, diluted
earnings per share is the same as basic earnings per share.
13 Property, plant and equipment
GROUP
2026 Plant and equipment
£
Cost
At 31 January 2025 1,083
Additions 2,998
At 31 January 2026 4,081
GROUP Plant and equipment
£
Accumulated depreciation and impairment
At 31 January 2025 363
Charge for the period 1,053
At 31 January 2026 1,416
Net Book value at 31 January 2026 2,665
GROUP
2025 Plant and equipment
£
Cost
At 31 December 2023 -
Additions 1,083
At 31 January 2025 1,083
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
13 Property, plant and equipment (Continued)
COMPANY
2026 Plant and equipment
£
Cost
At 31 January 2025 1,083
Additions 2,998
At 31 January 2026 4,081
COMPANY Plant and equipment
£
Accumulated depreciation and impairment
At 31 January 2025 363
Charge for the period 1,053
At 31 January 2026 1,416
Net Book value at 31 January 2026 2,665
COMPANY
2025 Plant and equipment
£
Cost
At 31 December 2023 2,686
Additions 1,083
Disposals (2,686)
At 31 January 2025 1,083
COMPANY 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
14 Intangible assets
Intellectual property
GROUP
2026 Intangible assets
£
Cost
At 31 January 2025 252,093
Additions -
At 31 January 2026 252,093
Accumulated amortisation and impairment
At 31 January 2025 -
Charge for the period 252,093
At 31 January 2026 252,093
Net Book value at 31 January 2026 -
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
14 Intangible assets (Continued)
Intellectual property
COMPANY
2026 Intangible assets
£
Cost
At 31 January 2025 252,093
Additions -
At 31 January 2026 252,093
Accumulated amortisation and impairment
At 31 January 2025 -
Charge for the period (a) 252,093
At 31 January 2026 252,093
Net Book value at 31 January 2026 -
COMPANY
2025 Intangible assets
£
Cost
At 31 December 2023 -
Additions 252,093
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
(a) Given the limited revenue generated to date from the AI Agent platform
business, it was estimated that the recoverable amount of the asset was nil.
As a consequence, the full carrying value of £252,093 was impaired in the
period.
15 Investments in Subsidiaries
Subsidiary Country Ownership Carrying value (£) Carrying value (£)
As at January 2026 As at January 2025
DFDVUK Singapore Pte Ltd Singapore 100% 54,671 -
Cykel AI Development Ltd England 100% - -
Cykel AI Development did not undertake any operations, and all relevant assets
and activities have been transferred to the Parent Company.
DFDVUK Singapore Pte Ltd entity was established to explore potential expansion
into a new market but is currently not operational and has had minimal
activity during the period.
16 Trade and other receivables
GROUP As at January 2026 As at January 2025
£ £
VAT recoverable 191,931 73,537
Trade receivables 15,498 -
Prepayments 2,360 10,083
209,789 83,620
COMPANY As at January 2026 As at January 2025
£ £
VAT recoverable 191,931 73,537
Trade receivables 15,498 -
Prepayments 2,360 10,083
209,789 83,620
17 Share capital
On 30 September 2025, the Company undertook a restructuring of its share
capital. Each existing ordinary share of £0.01 was subdivided into one
ordinary share of £0.001 and one deferred share of £0.009. Subsequently,
every 100 ordinary shares of £0.001 were consolidated into one new ordinary
share of £0.10 ("New Ordinary Shares").
Following the share capital reorganisation, the Company's issued share capital
comprised 5,167,480 New Ordinary Shares of £0.10 each and 516,748,000
deferred shares of £0.009 each.
New Ordinary Shares £0.10 Deferred Shares £0.009 Share Capital
£
As at 31 January 2025 4,329,266 432,926,600 4,329,266
Shares issued in placing and subscriptions 25 February 2025 (a) 250,000 25,000,000 250,000
Shares issued in placing and subscriptions 9 June 2025 (b) 326,090 32,609,000 326,090
Shares issued in at par as part of an ATM 262,124 26,212,400 262,124
4 September 2025 (c)
As at 31 January 2026 5,167,480 516,748,000 5,167,480
(a) On 25 February 2025, the Group issued 250,000 shares raising £800,000
before costs
(b) On 9 June 2025, the Group issued 326,090 shares raising £750,007 before
costs
(c) On 4 September 2025, the Group issued shares to Fortified Securities
under an At-The-Market subscription agreement. The shares have not yet been
sold into the market.
18 Share premium
GROUP Share Premium
£
As at 31 January 2025 17,690,550
Shares issued in placing and subscriptions 973,917
As at 31 January 2026 18,664,467
COMPANY Share Premium
£
As at 31 January 2025 2,398,440
Shares issued in placing and subscriptions 973,917
As at 31 January 2026 3,372,357
The difference between the share premium balances recognised in the Group and
the Company arises from the accounting treatment of the reverse takeover.
In the consolidated financial statements, the transaction is treated as a
capital reorganisation of the accounting acquirer. Accordingly, the share
premium balance in the Group reflects the share premium of the accounting
acquirer immediately prior to the transaction, adjusted for the share capital
restructuring, rather than that of the legal parent.
In contrast, in the Company financial statements the share premium balance
recorded in the Company represents the premium arising on shares issued by the
Company as part of the reverse takeover.
This difference in accounting treatment results in a divergence between the
share premium balances reported in the Group and the Company financial
statements.
19 Share-based payments reserve
On 30 September 2025, the Company implemented a 100:1 share consolidation
whereby every 100 existing ordinary shares were consolidated into one new
ordinary share. In accordance with the terms of the warrant instruments, the
number of warrants outstanding and their exercise prices were adjusted on the
same basis.
The consolidation did not result in any incremental fair value and therefore
no additional charge has been recognised under IFRS 2.
For ease of comparison, the number of warrants and exercise prices presented
below have been restated to reflect the consolidation had it occurred at the
beginning of the earliest period presented, unless otherwise indicated.
19 Share-based payments reserve (Continued)
£
Balance as at 31 January 2025 *5,571,033
Warrants vested in the period 232,314
Warrants cancelled in the period (122,284)
Balance as at 31 January 2026 5,681,063
* Restated from prior year following adjustments to the October 2024 issued
warrants individual employee grant dates
On 1 May 2024 the Company granted:
- 74,250 employee warrants with an expiry date of 2.5 years from the
grant date and an exercise price of £5. These warrants have vested in full.
On 26 June 2024 the Company granted:
- 836,287 Employee warrants with an expiry date of 2.2 years from the
grant date and an exercise price of £1. These warrants have vested in full.
- 192,989 Adviser warrants with an expiry date of 2.2 years from the
grant date and an exercise price of £1. These warrants have vested in full.
- 381,171 Adviser warrants with an expiry date of 4.3 years from the
grant date and an exercise price of £3. These warrants have vested in full.
On 1 July 2024 the Company granted:
- 20,000 Employee options granted under an EMI scheme with an expiry
date of 10 years from the grant date and an exercise price of £5.25. As at
January 2026, the remaining options after taking into consideration lapsed
options is nil.
On 1 September 2024 the Company granted:
- 20,000 Employee options granted under an EMI scheme with an expiry
date of 10 years from the grant date and an exercise price of £5.25. As at
January 2026, the remaining options after taking into consideration lapsed
options is 20,000.
On 1 October 2024 the Company granted:
- 290,000 Employee options granted under an EMI scheme with an expiry
date of 10 years from the grant date and an exercise price of £5.25. As at
January 2026, the remaining options after taking into consideration lapsed
options is 220,000.
The EMI options vest on a time-based schedule, with 12/36ths vesting on 1
October 2024 and a further 1/36th vesting on the first of each calendar month
thereafter until fully vested. Options may not be exercised during any notice
period. On cessation of employment, options lapse on the thirtieth day after
the cessation date unless the Board determines otherwise in its absolute
discretion. In the case of cessation due to injury, ill-health, disability,
redundancy or retirement, a 90-day exercise window applies. Options lapse on
the tenth anniversary of the grant date if unexercised.
19 Share-based payments reserve (Continued)
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 Expected volatility Expected life/year Risk Free rate Expected dividends
/Options price
1 May 2024 74,250 £5.00 £5.00 100.15% 0.9 4.15% 0.0%
26 Jun 2024 1,029,276 £5.00 £1.00 100.15% 0.6 4.15% 0.0%
26 Jun 2024 381,171 £5.00 £3.00 100.15% 1.1 4.15% 0.0%
1 Jul 2024 - £5.00 £5.00 100.15% 2.1 4.15% 0.0%
1 Sep 2024 20,000 £5.00 £5.00 100.15% 2.1 4.15% 0.0%
1 Oct 2024 220,000 £5.00 £5.00 100.15% 2.1 4.15% 0.0%
The following warrants/options over ordinary shares have been granted by the
Company and are outstanding:
Grant date Expiry period Exercise price Outstanding at 31 January 2026 Exercisable at 31 January 2026
1 May 2024 2.5 years from issue £5.00 74,250 74,250
26 Jun 2024 2.2 years from issue £1.00 1,029,276 1,029,276
26 Jun 2024 4.3 years from issue £3.00 381,171 381,171
1 Sep 2024 10 years from issue £5.25 20,000 16,111
1 Oct 2024 10 years from issue £5.25 220,000 171,111
1,724,697 1,671,919
As at 31 January 2026
Weighted average exercise price Number of warrants/options
Outstanding at the beginning of the year £2.36 1,814,697
Cancelled during the year (options) £5.25 90,000
Vested during the year (options) £5.25 80,000
Outstanding at the end of the year £2.21 1,724,697
Exercisable at the end of the year £2.11 1,671,919
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.
19 Share-based payments reserve (Continued)
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:
- 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 Trade and other payables
GROUP As at January 2026 As at January 2025
£ £
Trade payables 99,706 182,665
Accruals 41,376 78,700
Social security and other taxation 54,572 7,192
195,654 268,557
COMPANY February 2025 January 2024
to January 2026 to January 2025
£ £
Trade payables 99,706 182,665
Accruals 38,328 78,700
Social security and other taxation 54,572 7,192
192,606 268,557
21 Financial Liabilities
Prepaid warrants
Prepaid warrants issued by the Group are assessed under IAS 32 Financial
Instruments: Presentation, to determine whether they should be classified as
equity or as a financial liability.
Although the prepaid warrants entitle holders to subscribe for a fixed number
of the Company's own equity instruments for a fixed amount (and would
therefore meet the "fixed-for-fixed" criterion), the terms of the arrangement
include a provision requiring the Company to repay the subscription proceeds
in cash if specified conditions are not met.
As the Group does not have an unconditional right to avoid delivering cash,
the prepaid warrants are classified as financial liabilities on initial
recognition.
The financial liability is initially recognised at the amount of proceeds
received, net of directly attributable transaction costs, and subsequently
measured at amortised cost in accordance with IFRS 9 Financial Instruments.
Upon satisfaction of the conditions, the prepaid warrants are automatically
exercised and the carrying amount of the financial liability is reclassified
to equity. No gain or loss is recognised on reclassification.
Nature of the prepaid warrants
The Company entered into subscription agreements on 28 August 2025 under which
23,333,333 prepaid warrants were issued. Following a partial cancellation in
December 2025, 20,833,333 prepaid warrants remained outstanding at 31 January
2026.
The prepaid warrants will not be capable of exercise until certain conditions
have been satisfied. If those conditions have not been satisfied by a longstop
date of 1 June 2026 (extended from 30 November 2025), the prepaid warrants
will expire, be cancelled and the deposit for the prepaid warrants will be
repaid (less pre-agreed contributions to transaction costs).
Carrying amount £
At 1 February 2025 -
Proceeds received (net of transaction costs) 2,300,000
At 31 January 2026 2,300,000
Proceeds of £2,500,000 were received in respect of the prepaid warrants.
After deducting directly attributable transaction costs of £200,000, the
financial liability was initially recognised at £2,300,000.
The financial liability represents the amount repayable to investors should
the conditions for exercise of the warrants are not satisfied.
21 Financial Liabilities (Continued)
If the warrants are exercised, the Company will issue new ordinary shares to
the warrant holders for no further cash consideration. On exercise, the £2.3
million financial liability will be derecognised.
The prepaid warrants expose the Group to liquidity risk, as the Company may be
required to repay £2.3 million in cash if the conditions for equity
settlement are not met.
The Directors continue to consider the likelihood of the requirement to repay
the deposit for the prepaid warrants and monitor compliance with the relevant
conditions.
22 Events after the reporting date
On the 4 March 2026, Robert Mayfield and Jonathan Hives, both Non-Executive
Directors, ceased to be directors of the Company.
Ewan Collinge, Chief AI Officer, will cease to be a director following the
conclusion of his notice period on 4 September 2026. Under the terms of his
EMI option agreement, 12/36 of the options vested on grant with a further 1/36
vesting for each completed month of service thereafter. Based on the
anticipated timing of the departure, 36/36 of the options, amounting to
approximately £580k, are expected to have vested at that date. Under the
terms of the Plan Rules, the Option Holder may not exercise options during a
notice period. On cessation of employment, the options will lapse on the
thirtieth day thereafter unless the Board, in its absolute discretion,
determines otherwise before that date. Accordingly, the vested options are
expected to lapse on or around 4 October 2026. The Company has previously
recognised share-based payment charges in accordance with IFRS 2 Share-based
Payment in respect of the vested portion of the award. As a result,
approximately £451K currently recognised within the share-based payment
reserve in equity is expected to be reclassified within equity on lapse of the
options.
In January 2026, the Group entered into a USD 4.75 million revolving credit
facility ("RCF").
Subsequent to the reporting date, on 15 April 2026, the Group made an initial
drawdown of USD 580,000 under the facility. The RCF carries interest at a rate
of 10% per annum, which accrues monthly and is payable 18 months from the date
of the drawdown.
As the facility was entered into and the initial drawdown occurred after the
reporting date, this represents a non-adjusting post balance sheet event in
accordance with IAS 10 Events after the Reporting Period.
23 Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including directors, is set out
in Note 7 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:
February 2025 to January 2024 to
January 2026 January 2025
£ £
Mr Jonathan Bixby Toro Consulting Ltd 190,000 130,000
Mr Ewan Collinge Aros Ventures Ltd 130,500 58,000
Mr Robert Mayfield Hunter Equity Management B.V. 26,000 26,000
Mr Nicholas Lyth Dark Peak Services Ltd 55,000 32,500
401,500 246,500
The accrued remuneration payable to the directors at the reporting date was as
detailed below:
£
Mr Robert Mayfield Hunter Equity Management B.V. 2,000
2,000
The company also made payments to the following companies:
Company Related party Amount £ Services
Crowdform Mr Ewan Collinge 60,993 Rent and subcontractor work
These related party transactions are at an arm's length basis.
24 Controlling party
The company has no immediate or ultimate controlling
party.
25 Financial instruments and associated risks
The Group has the following categories of financial instruments at the period
end:
As at January 2026 As at January 2025
£ £
Financial assets at amortised cost:
Cash and cash equivalents 1,325,314 119,282
Other receivables 209,789 83,620
1,535,103 202,902
Financial liabilities at amortised cost:
Prepaid warrants liability 2,300,000 -
Trade payables 154,278 189,857
2,454,278 189,857
25 Financial instruments and associated risks (Continued)
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).
Warrants
On 30 September 2025 the Company granted:
- 20,833,333 prepaid warrants with an expiry date of 5 years from the
grant date and an exercise price of £0.12.
- 20,833,333 cash warrants with an expiry date of 5 years from the
grant date and an exercise price of 10% premium to the price per share in the
proposed future fundraising. They are contingent on a future event and have no
value to recognise in the accounts at this time.
Summary of warrant movements
Prepaid warrants Cash warrants
Issued during the year 20,833,333 20,833,333
Exercised - -
Expired - -
Outstanding at 31 January 2026 20,833,333 20,833,333
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 Group will not be able to meet its
financial obligations as they fall due. The Group monitors its liquidity
position closely given its early stage of development and limited revenues.
The Group's primary liquidity risk at the reporting date arises from the
prepaid warrant liability of £2,300,000. Under the terms of the warrant
instrument, if certain conditions are not met on or by the longstop date of 1
June 2026, the Group would be required to repay this amount in cash. Should
this obligation crystallise, the Group would need to secure additional
funding, the availability of which cannot be certain. Discussions are underway
to extend the deadline. This risk is a key component of the material
uncertainty disclosed in Note 2.2.
25 Financial instruments and associated risks (Continued)
The Group holds cash of £1,325,314 at the reporting date and has access to a
£3.5 million (USD 4.75 million, converted at a rate of USD 1: GBP 0.72782)
revolving credit facility. The Directors are actively managing the Group's
liquidity position and are monitoring progress toward satisfying the
conditions for equity settlement of the prepaid warrants.
Credit risk
The company generates minimal levels of revenue therefore there is little
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
Equity price risk is the risk that the fair value of equity instruments held
will fluctuate due to changes in market prices. At the reporting date, the
Group's exposure to equity price risk is limited. The Group holds an
investment in its Singapore subsidiary, DFDVUK Singapore Pte Ltd, at a
carrying value of £54,671. This is a wholly-owned subsidiary held at cost and
is not subject to market price fluctuation. The Group does not hold any listed
equity investments. The Directors consider the Group's exposure to equity
price risk to be immaterial at the current stage of development.
Interest rate risk
Interest rate risk is the risk that future cash flows of a financial
instrument will fluctuate because of changes in market interest rates. The
Group is exposed to interest rate risk through its revolving credit facility
of USD 4.75 million, which carries interest at a fixed rate of 10% per annum,
accruing monthly. As at the reporting date, an initial drawdown of USD 580,000
was made subsequent to the period end (April 2026). The Directors consider the
exposure to interest rate risk to be limited given the fixed rate nature of
the facility, but will continue to monitor this as further drawdowns are made.
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.
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