REGISTERED NUMBER: |
| Financial Statements for the Year Ended 31 December 2025 |
for |
| ChemAI Limited |
REGISTERED NUMBER: |
| Financial Statements for the Year Ended 31 December 2025 |
for |
| ChemAI Limited |
ChemAI Limited (Registered number: 05845469) |
Contents of the Financial Statements |
for the year ended 31 December 2025 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
ChemAI Limited |
Company Information |
for the year ended 31 December 2025 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
Brooke's Mill |
Armitage Bridge |
Huddersfield |
West Yorkshire |
HD4 7NR |
ChemAI Limited (Registered number: 05845469) |
Balance Sheet |
31 December 2025 |
2025 | 2024 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 4 |
CURRENT ASSETS |
Debtors | 5 |
Cash and cash equivalents |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital |
Share premium |
Merger reserve |
Retained earnings | ( | ) | ( | ) |
SHAREHOLDERS' FUNDS |
| 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. |
The financial statements were approved by the Board of Directors and authorised for issue on |
ChemAI Limited (Registered number: 05845469) |
Notes to the Financial Statements |
for the year ended 31 December 2025 |
1. | STATUTORY INFORMATION |
ChemAI Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
The cash balance at 31 December 2025 was £132,324 and the Company had net assets of £3,338,868. Cost cutting measures were taken in prior years to enable the Company to operate within its available cash resources. |
In May 2026, the Company has raised additional working capital funding of £2,000,000 following a fund raise. Additionally, the directors anticipate that group revenue streams will grow during 2026 and that with careful management of cash balances, the Company will therefore have sufficient funding to enable it to continue to operate, and to pay its liabilities as they fall due, for a period of at least 12 months from the date of approval of the financial statements (the going concern assessment period). |
After making appropriate enquiries, the Directors consider that it is appropriate to adopt the going concern basis in preparing the financial statements. |
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) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2025 |
2. | ACCOUNTING POLICIES - continued |
Financial assets and liabilities |
| Financial assets and financial liabilities are recognised in the statement of financial position when the Company 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) 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. |
| (iv) 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. |
| (v) 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) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2025 |
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 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. | FIXED ASSET INVESTMENTS |
Shares in |
group | Unlisted |
undertakings | investments | Totals |
£ | £ | £ |
COST |
At 1 January 2025 | 8,365,007 |
Additions | 80,071 |
At 31 December 2025 | 8,445,078 |
PROVISIONS |
At 1 January 2025 |
and 31 December 2025 | 7,720,134 | 272,322 | 7,992,456 |
NET BOOK VALUE |
At 31 December 2025 | 452,622 |
At 31 December 2024 | 372,551 |
ChemAI Limited (Registered number: 05845469) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2025 |
4. | FIXED ASSET INVESTMENTS - continued |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: Office 3.08, Wizu Workspace, 2 West Regent Street, Glasgow, G2 1RW |
Nature of business: |
% |
Class of shares: | holding |
Registered office: West Hill House, Allerton Hill, Chapel Allerton, Leeds, LS7 3QB |
Nature of business: |
% |
Class of shares: | holding |
Registered office: West Hill House, Allerton Hill, Chapel Allerton, Leeds, LS7 3QB |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Aschauer Str 30, 81549 Munich, Germany |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 33 Rue de la Republic, 69002 Lyon, France |
Nature of business: |
% |
Class of shares: | holding |
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 |
2025 | 2024 |
£ | £ |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
| Amounts owed by group undertakings are unsecured, interest free and are repayable on demand. |
ChemAI Limited (Registered number: 05845469) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2025 |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2025 | 2024 |
£ | £ |
Trade creditors |
Taxation and social security |
Other creditors |
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 |
assets | liabilities |
at amortised | at amortised |
cost | cost | Total |
£ | £ | £ |
At 31 December 2025 |
Trade and other receivables | 3,028,316 | - | 3,028,316 |
Cash and cash equivalents | 132,324 | - | 132,324 |
Trade and other payables | - | (97,986 | ) | (97,986 | ) |
Net total | 3,160,640 | (97,986 | ) | 3,062,654 |
At 31 December 2024 |
Trade and other receivables | 2,312,443 | - | 2,312,443 |
Cash and cash equivalents | 783,541 | - | 783,541 |
Trade and other payables | - | (90,936 | ) | (90,936 | ) |
Net total | 3,095,984 | (90,936 | ) | 3,005,048 |
All financial liabilities are payable within one year. |
8. | RELATED PARTY DISCLOSURES |
| In the year ending 31 December 2025, funding provided to subsidiary undertakings increased the amount receivable from subsidiary undertakings by £518,171 to £2,756,754. No provisions have been made during the year ended 31 December 2025 against this balance (2024: £nil). |
| £149,155 (2024: £166,905) was recognised by the Company within sales revenue in respect recharges to Group entities. The Company also incurred recharges from subsidiary undertakings amounting to £169,470 (2024: £53,673). |
9. | POST BALANCE SHEET EVENTS |
| Subsequent to the year end, on 1 May 2026, the Company issued 5,000,000 A Ordinary Shares at a price of £0.40 per share for cash consideration of £2,000,000 following an investment funding round. |
ChemAI Limited (Registered number: 05845469) |
Notes to the Financial Statements - continued |
for the year ended 31 December 2025 |
10. | ULTIMATE CONTROLLING PARTY |
In the opinion of the Directors, there is no ultimate controlling party. |
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 |
| Number | price |
| of | per |
| options | share (p | ) |
| At 31 January 2024 | 1,282,803 | 15.00 |
| Forfeited | (251,531 | ) | 15.00 |
| At 31 December 2024 | 1,031,272 | 15.00 |
| At 1 January 2025 | 1,031,272 | 15.00 |
| Granted | 2,213,959 | 26.00 |
| Forfeited | (19,600 | ) | 15.00 |
| At 31 December 2025 | 3,225,631 | 22.55 |
| Exercisable at 31 December 2025 | 1,971,658 |
| There were 1,971,658 share options outstanding at 31 December 2025 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 2025. Options have exercise prices ranging from 15 pence per share to 26 pence per share and have a weighted contractual life of 9.09 years (2024: 8.56 years). Option values were calculated using a Black-Scholes pricing model 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 model are as follows: |
| Options |
| Granted |
| Dividend yield | 0% |
| Expected volatility | 40% |
| Option maturity period | 10 years |
| Risk-free interest rate | 4.70% |
| Weighted average exercise price of a share | 26.00 |
| 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 £134,933 (2024: £28,502) in the income statement in respect of share-based payments. |