Interim results

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of England and Wales. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

Press release

30 May 2025

 Cel AI PLC

("Cel AI " or "the Company")

Interim results

Cel AI (LSE: CLAI), announces its unaudited half-year results to 28 February 2025.

The directors of Cel AI accept responsibility for this announcement.

For further information please contact:

Chairperson's Statement

I am pleased to present Cel AI's interim results for the six months ended 28 February 2025, which demonstrate significant progress in our strategic transformation and operational discipline.

Financial Performance and Cost Management

During the period, we took the strategic decision to invest a significant amount of our remaining free cash into Solana, aligning with our technology-forward approach and providing potential diversification benefits to our treasury management. We have further enhanced this strategy by staking our SOL onto a Delegator, which generates additional SOL as yield. We have the option of liquidating this yield to assist with operational expenses or to reinvest elsewhere, creating a sustainable revenue stream to support our operations.

As at the date of signing these financial statements, our digital asset portfolio has grown to a carrying value of approximately £462,000, comprising 3,407 SOL tokens and diversified holdings in complementary digital assets. This performance demonstrates both the substantial growth potential of our digital asset strategy and its meaningful contribution to strengthening our financial position.

Recent Corporate Developments

Post-period end, we successfully completed a £250,000 fundraise through an institutional placing. The funds were raised at 0.225p per share, with 111,111,111 new ordinary shares issued to institutional investors.

Importantly, we have launched our Bitcoin Treasury Reserve Strategy, joining a growing cohort of public companies integrating digital assets into corporate treasury management. This strategy follows successful examples set by companies such as MicroStrategy, Tesla, Tokyo-listed Metaplanet Inc., and more recently UK-listed Smarter Web Company plc and Coinsilium Group Limited., all of whom have demonstrated how disciplined Bitcoin treasury management can create significant shareholder value and signal technological leadership.

The net proceeds from our recent fundraise will be used to acquire Bitcoin and fund ongoing operations, enhancing our capital allocation flexibility and providing a potential hedge against inflation while diversifying our balance sheet.

Outlook

The transformation we have achieved in controlling our cost base, combined with our innovative approach to treasury management and the successful completion of our fundraise positions Cel AI well for the future. We are excited to execute our Bitcoin Treasury Reserve Strategy while remaining focused on maintaining the operational discipline that has characterized this period.

We continue to believe in the long-term potential of our technology platform and remain committed to creating sustainable value for our shareholders.

Olivia Edwards

Chairperson of Cel AI Plc

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

All transactions arise from continuing operations.

The accompanying accounting policies and notes form an integral part of these unaudited interim financial statements.

CONDENSED STATEMENT OF FINANCIAL POSITION

The accompanying accounting policies and notes form an integral part of these unaudited interim financial statements.

CONDENSED STATEMENT OF CHANGES IN EQUITY

The accompanying accounting policies and notes form an integral part of these unaudited interim financial statements.

CONDENSED STATEMENT OF CASH FLOWS

The accompanying accounting policies and notes form an integral part of these unaudited interim financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1. Information on the Company

2. Basis of preparation and principal accounting policies

The Company's directors are responsible for the preparation of the unaudited interim financial statements.

The preparation of unaudited interim financial statements in conformity with IFRSs requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited interim financial statements and the reported amounts of expenses during the period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

The Directors consider that in the proper preparation of the unaudited interim financial statements there were no critical or significant areas which required the use of accounting estimates and exercise of judgement by management while applying the Company's accounting policies.

This condensed consolidated interim financial information has not been audited and does not include all of the information required for full annual financial statements. The financial figures included within this interim report have been computed in accordance with IFRS applicable to interim periods, and this report constitutes an interim financial report as set out in International Accounting Standard 34: Interim Financial Reporting.

There is no material difference between the fair value of financial assets and liabilities and their carrying amount.

The functional and presentational currency is UK Sterling.

3. Going concern

The Directors have assessed the current financial position of the Company, along with future cash flow requirements, to determine if the Company has the financial resources to continue as a going concern for the foreseeable future.

The conclusion of this assessment is that it is appropriate that the Company be considered a going concern. For this reason, the Directors continue to adopt the going concern basis in preparing the unaudited interim financial statements.

4. Operating loss

Total administrative expenses include share-based payments of £25,707 (28 February 2024: £7,211). The related credit to equity is taken to retained earnings.

5. Earnings per share

Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period.

6. Trade and other receivables

There were no receivables that were past due or considered to be impaired. There is no significant difference between the fair value of the other receivables and the values stated above.

7. Trade and other payables

All liabilities are payable on demand or have payment terms of less than 90 days.

8. Share capital

The Ordinary Shares have been classified as Equity. The Ordinary Shares have attached to them full voting and capital distribution rights.

9. Capital and reserves

Share capital represents issued Ordinary shares of £0.001 each, all of which are fully paid.

Share premium is the amount subscribed for share capital in excess of nominal value less attributable share issue expenses.

Retained earnings is the cumulative loss of the Company attributable to equity shareholders.

10. Share-based payments

The Company has a total of 59,581,594 warrants and options to subscribe for additional share capital of the Company. Each warrant entitles the holder to subscribe for one Ordinary Share in the Company. The right to convert each warrant is unconditional.

The right to subscribe for Ordinary Shares in the Company is subject to minimum vesting periods of up to three years.

In the period, the Company issued share options to employees as follows:

Equity-settled share-based payments are measured at fair-value (excluding the effect of non-market-based vesting conditions) as determined through use of the Black-Scholes technique, at the date of issue.

Volatility for the calculation of the share-based payment charge in respect of the options issued was determined by reference to movements in the relative share prices of a selected peer-group of companies listed on the London Stock Exchange up to the date of admission and also proportionately on post admission share-price movements of the Company where relevant.

The total share-based payment charge in the period was £25,707, which has been charged to administrative expenses (six months to 28 February 2024: £7,211, year to 31 August 2024: £150,322) all of which was charged to administrative expenses). The share-based payment charge was calculated using the Black-Scholes model. All warrants and options have an exercise period between one and three years from the date of issue.

The total of the share-based payment charge has been simultaneously credited to retained earnings.

The total number of warrants issued to directors (including former directors) is 25,000,000 and the total number of share options issued to directors (including former directors is Nil.