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REGISTERED NUMBER: 05845469 (England and Wales)















Financial Statements for the Year Ended 31 December 2023

for

ChemAI Limited

Previously known as
Deepmatter Group Limited

ChemAI Limited (Registered number: 05845469)
previously known as Deepmatter Group Limited






Contents of the Financial Statements
for the year ended 31 December 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 4


ChemAI Limited
previously known as Deepmatter Group Limited

Company Information
for the year ended 31 December 2023







DIRECTORS: Dr M R Warne
M Walter
B R Roberts
A J Aubrey
A R Rollet De Fourgeroll
D R Norwood





SECRETARY: J Hand





REGISTERED OFFICE: West Hill House
Allerton Hill
Chapel Allerton
Leeds
LS7 3QB





REGISTERED NUMBER: 05845469 (England and Wales)





ACCOUNTANTS: Atraxa Consulting Limited
Brooke's Mill
Armitage Bridge
Huddersfield
West Yorkshire
HD4 7NR

ChemAI Limited (Registered number: 05845469)
previously known as Deepmatter Group Limited

Balance Sheet
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Investments 4 358,674 60,119

CURRENT ASSETS
Debtors 5 831,031 27,789
Cash and cash equivalents 131,471 645,596
962,502 673,385
CREDITORS
Amounts falling due within one year 6 230,642 393,110
NET CURRENT ASSETS 731,860 280,275
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,090,534

340,394

CAPITAL AND RESERVES
Called up share capital 668,351 403,323
Share premium 15,170,961 11,832,709
Shares to be issued reserve - 1,000,000
Merger reserve 7,036,910 7,036,910
Retained earnings (21,785,688 ) (19,932,548 )
SHAREHOLDERS' FUNDS 1,090,534 340,394

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

ChemAI Limited (Registered number: 05845469)
previously known as Deepmatter Group Limited

Balance Sheet - continued
31 December 2023


The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 September 2024 and were signed on its behalf by:





Dr M R Warne - Director


ChemAI Limited (Registered number: 05845469)
previously known as Deepmatter Group Limited

Notes to the Financial Statements
for the year ended 31 December 2023

1. STATUTORY INFORMATION

ChemAI Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


The Company was previously an AIM listed public limited company, but re-registered as a private company on 23 January 2023.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
The cash balance at 31 December 2023 was £131,471 and the Company had net assets of £1,090,534. Subsequent to the year end, the Company has raised additional funding of £2.4m from the issue of new equity shares to provide further working capital for the Company and its subsidiaries. Cost cutting measures were taken during 2023 to model how the Company can operate within its available cash resources. The Company has prepared financial forecasts which contain prudent assumptions on revenue and cost performance. These show that the directors expect that the Company will be able to meet its liabilities as they fall due.

However, if the Company is unable to deliver upon its revenue projections there is limited headroom in the forecasts and further fund raising will become necessary. Therefore it is considered that there is a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. After making appropriate enquiries, the Directors consider that it is appropriate to adopt the going concern basis in preparing the financial statements. Accordingly, the financial statements do not include any adjustments which would be required if the going concern basis of preparation was deemed to be inappropriate.

Preparation of consolidated financial statements
The financial statements contain information about ChemAI Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

ChemAI Limited (Registered number: 05845469)
previously known as Deepmatter Group Limited

Notes to the Financial Statements - continued
for the year ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Financial assets and liabilities
Financial assets and financial liabilities are recognised in the statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets are de-recognised when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred. Financial liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired.

(i) Trade debtors
Trade debtors are recognised initially at transaction price and subsequently measured at amortised cost less provision for impairment. Appropriate provisions for estimated irrecoverable amounts are recognised in the statement of profit or loss when there is objective evidence that the assets are impaired.

(ii) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

(iii) Other financial assets
Other financial assets comprise cash held on bank term deposits with maturity dates falling 3 months or longer from the balance sheet date.

(iv) Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

(v) Trade creditors
Trade creditors are initially measured at their transaction price and are subsequently measured at their amortised cost using the effective interest rate method; this method allocates interest expense over the relevant period by applying the “effective interest rate” to the carrying amount of the liability.

(vi) Classification of financial instruments
In accordance with FRS 102.22, financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions:

a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and

b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.


ChemAI Limited (Registered number: 05845469)
previously known as Deepmatter Group Limited

Notes to the Financial Statements - continued
for the year ended 31 December 2023

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 4 (2022 - 5 ) .

ChemAI Limited (Registered number: 05845469)
previously known as Deepmatter Group Limited

Notes to the Financial Statements - continued
for the year ended 31 December 2023

4. FIXED ASSET INVESTMENTS
Shares in
group Unlisted
undertakings investments Totals
£    £    £   
COST
At 1 January 2023 7,777,596 274,979 8,052,575
Additions 298,555 - 298,555
At 31 December 2023 8,076,151 274,979 8,351,130
PROVISIONS
At 1 January 2023
and 31 December 2023 7,720,134 272,322 7,992,456
NET BOOK VALUE
At 31 December 2023 356,017 2,657 358,674
At 31 December 2022 57,462 2,657 60,119

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Deepmatter Limited
Registered office: Office 3.08, Wizu Workspace, 2 West Regent Street, Glasgow, G2 1RW
Nature of business: Digitisation of chemical space
%
Class of shares: holding
Ordinary 100.00

Smartchemistry Group Limited (formerly OpenIOLabs Limited)
Registered office: West Hill House, Allerton Hill, Chapel Allerton, Leeds, LS7 3QB
Nature of business: Open Source one point of control systems
%
Class of shares: holding
Ordinary 100.00

Chemputer Limited (formerly Deepmatter Tech Limited)
Registered office: West Hill House, Allerton Hill, Chapel Allerton, Leeds, LS7 3QB
Nature of business: Dormant subsidiary
%
Class of shares: holding
Ordinary 100.00

InfoChem GmbH
Registered office: Aschauer Str 30, 81549 Munich, Germany
Nature of business: Digitisation of chemical space
%
Class of shares: holding
Ordinary 100.00

ChemIntelligence SAS
Registered office: 33 Rue de la Republic, 69002 Lyon, France
Nature of business: Digitisation of chemical space
%
Class of shares: holding
Ordinary 100.00

ChemAI Limited (Registered number: 05845469)
previously known as Deepmatter Group Limited

Notes to the Financial Statements - continued
for the year ended 31 December 2023

4. FIXED ASSET INVESTMENTS - continued

The Directors have considered whether there are any indicators of impairment to the Shares in Subsidiary Undertakings investment figure and concluded that no further impairment charges were required.

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed by group undertakings 810,492 -
Other debtors 20,539 27,789
831,031 27,789

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 95,226 157,029
Taxation and social security 55,350 51,245
Other creditors 80,066 184,836
230,642 393,110

7. FINANCIAL INSTRUMENTS

Financial risk and capital management is managed at a group level, which is considered appropriate given the similar nature of both the Group and Company statements of financial position.

Categories of financial instrument

Financial Financial Financial assets
assets liabilities at fair value
at amortised at amortised value through
cost cost OCI Total
£    £    £    £   

At 31 December 2023
Investments - - 358,674 358,674
Trade and other receivables 831,031 - - 831,031
Cash and cash equivalents 131,471 - - 131,471
Trade and other payables - (230,642 ) - (230,642 )
962,502 (230,642 ) 358,674 1,090,534

At 31 December 2022
Investments - - 60,119 60,119
Trade and other receivables 27,789 - - 27,789
Cash and cash equivalents 645.596 - - 645,596
Trade and other payables - (393,110 ) - (393,110 )
Net total 673,385 (393,110 ) 60,119 340,394

All financial liabilities are payable within one year.

ChemAI Limited (Registered number: 05845469)
previously known as Deepmatter Group Limited

Notes to the Financial Statements - continued
for the year ended 31 December 2023

8. RELATED PARTY DISCLOSURES

For the period ending 31 December 2023, funding provided to subsidiary undertakings increased the amount receivable from subsidiary undertakings by £2,588,648. This balance has been impaired by £1,778,157 during the year ended 31 December 2023 to £810,492.

£311,913 (2022: £271,493) was recognised by the Company in respect recharges to Group entities.

9. POST BALANCE SHEET EVENTS

Subsequent to the balance sheet date, the Company as raised approximately £2.4m from the issue of new equity shares.

10. ULTIMATE CONTROLLING PARTY

In the opinion of the Directors, there is no ultimate controlling party.

ChemAI Limited (Registered number: 05845469)
previously known as Deepmatter Group Limited

Notes to the Financial Statements - continued
for the year ended 31 December 2023

11. SHARE-BASED PAYMENT TRANSACTIONS

Share options
The Company has share option plans under which it grants options over ordinary shares to certain Directors and employees of the Company. Options under these plans are exercisable at a range of exercise prices ranging from the nominal value of the Company's shares to the market price of the Company's shares on the date of the grant. The vesting period for shares is usually over a period of three years. The options are settled in equity once exercised. If the options remain unexercised for a period after 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the Company before the options vest

The number and weighted average exercise prices of share options are as follows:

Weighted
average
exercise
Numberprice
ofper
optionsshare (p)

At 31 January 202251,000,0002.19
Granted380,600,0000.01
Cancelled(51,000,000)(2.19)
At 31 December 2022380,600,0000.01

Granted1,282,80315.00
Cancelled(380,600,000)(0.01)
At 31 December 20231,282,80315.00
Exercisable at 31 December 2023359,23815.00

There were 359,238 share options outstanding at 31 December 2023 which were eligible to be exercised. The remaining options were not eligible to be exercised as these are subject to employment period conditions which had not been met at 31 December 2023. Options have an exercise price of 15 pence per share and have a weighted contractual life of 9.56 years. Option values were calculated using both Black-Scholes pricing models and Binomial models using a Monte Carlo approach that take into account the exercise price, the term of the option, the share price at the date of grant, the expected volatility of the underlying share and the risk-free interest rate for the term of the option. The inputs to the models are as follows:

Options
Granted

Dividend yield0%
Expected volatility80%
Option maturity period10 years
Risk-free interest rate4.29%
Weighted average exercise price of a share15.00

Any share options which are not exercised within 10 years from the date of grant will expire.

The Company has recognised a total share-based payment charge of £206,002 (2022: £233,000) in the income statement in respect of share-based payments. This includes an amount of £177,500 in respect of the share options which were cancelled in the year.