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 31 January 2026	Restated period ended 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 31 January 2026	Restated period ended 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 31 January 2026	Period ended 31 January 2025
	£	£
Fees payable to the Company's auditor for the audit of the Company financial statements	(50,000)	(48,500)
Fees payable to the company's auditor for other non-audit services	-	(28,000)
	(50,000)	(76,500)

 

COMPANY	Period ended 31 January 2026	Period ended 31 January 2025
	£	£
Fees payable to the Company's auditor for the audit of the Company financial statements	(50,000)	(48,500)
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 31 January 2026	Period ended 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 to January 2026	January 2024 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 31 January 2026	**Period ended 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: 25%)	(731,836)	(654,619)
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 (£) As at January 2026	Carrying value (£) 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 4 September 2025 (c)	262,124	26,212,400	262,124
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 /Options	Share price	Exercise price	Expected volatility	Expected life/year	Risk Free rate	Expected dividends
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 to January 2026	January 2024 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 2026	January 2024 to 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.