Half-year Report

IntelliAM AI PLC
09 December 2024
 

9 December 2024

 

 

IntelliAM AI Plc

('IntelliAM' or the 'Company')

 

IntelliAM AI plc (AQSE: INT), the software company leveraging the power of AI and machine learning in the manufacturing industry, announces its unaudited interim results for the six months ended 30 September 2024 (the 'period').

 

Highlights

 

·    Successful completion of IPO on the Aquis Exchange, raising gross proceeds of £5.08m on 3 July 2024

·    Successful completion of acquisition of 53 Degrees North Engineering Ltd ('53DN') for £5.187m on 4 July 2024, and therefore earnings for the period include 3 months of trading as a Group

·    For illustrative purposes only, if the acquisition had occurred at the start of the period, Group results would have been as follows:

o Revenue of £1,609k

o Adjusted EBITDA2 profit £140.5k

·    Actual results for the interim period, reflecting only 3 months trading as a Group, are:

o Revenue of £922k, split as revenue from the Consulting Division £817.2k and revenue from Platform and Platform services £104.9k

o ARR (Annual Recurring Revenue)[1] £149k

o Adjusted EBITDA[2] profit £59.0k

o Adjusted net profit £143.7k[3]

·    Headcount across the Group was 46 at the end of the period.

·    Cash at end of the period stood at £3,281.3k.

 

Operational highlights

 

·    In July, the Group was named as a Lighthouse for AI and received a Digital Innovation Fund ("DIF") Lighthouse Funding award of £263,000 approved for a research project to be completed in the current financial year.

·    In August, IntelliAM announced a significant extension to an existing agreement with a large global leader in beverage alcohol. The extended contract is valued at a minimum of £100,000 per annum over the next 2 years.

·    In September, the Group announced a contract win with Hovis. The contract is worth in excess of £100,000 over 12 months and includes the IntelliAM platform.

·    Since IPO we have doubled the number of clients using the IntelliAM platform.

·    The platform has already demonstrated significant efficiency gains with one customer improving OEE (Overall Equipment Effectiveness) by 10% across the entirety of one of its lines.

·    We have also demonstrated the ease with which customers can scale the platform across its network of manufacturing lines.

 

Outlook

 

·    Having reviewed the progress made in the first 6 months, the Board remains comfortable with current market estimates.

·    In the second half of the financial year, many of our existing consulting customers will transition to the IntelliAM platform, laying the foundation for broader adoption and enabling their progression onto our machine learning and AI solutions.

 

Chief Executive Officer Tom Clayton said:

 

"We are pleased with the strong progress made in this first half, as we continue to execute on our strategic goals. The successful completion of our IPO and acquisition of 53 Degrees North Engineering have significantly strengthened our foundation, and we are starting to see the benefits of aligning our consulting expertise with the IntelliAM platform.

 

The momentum we are building with our AI-driven technology is particularly exciting, as it positions us to deliver greater value to our growing customer base while enhancing recurring revenue streams. With a robust pipeline of opportunities and a clear focus on innovation, we are well-placed to drive further growth and continue advancing our vision for the future of AI in manufacturing."

 

Enquiries:

 

 

IntelliAM AI plc

Tom Clayton, Chief Executive Officer

Daud Khan, Chief Financial Officer

 

+44 114 299 5007

Oberon Capital - AQSE Corporate Adviser and Broker

Adam Pollock

Mike Seabrook

Jessica Cave

 

+44 203 179 5300

Square1 Consulting - Financial PR

David Bick

+44 207 929 5599

+44 7831 381201

 



 

Chief Executive's statement

 

The first six months of our financial year has been exceptionally busy with R&D, operational, sales and marketing, and accounting workstreams. The Company was only incorporated in July 2023 and within a year we have become a Plc, and successfully raised just over £5m in our IPO onto the Aquis exchange and acquired the Groups Consulting Division, 53 Degrees North Engineering Limited.

 

Throughout the period, management and staff have been working tirelessly to further the development of the IntelliAM machine learning platform and our customer relationships in the consulting side of the business.

 

Business Review

 



For illustrative purposes only.

Results if Consulting Division was consolidated from 1st April '24


6 months to September 2024

£'000

6 months  to September 2024

£'000

Revenue

922.1

1,609.3

ARR (Annual Recurring Revenue)1

149.0

149.0

Adjusted EBITDA2

59.0

140.5

Adjusted Operating Profit3

52.6

128.0

Adjusted net profit

143.7

197.3

Adjusted diluted EPS (p)

0.96

1.31

Cash at end of period

3,281.3

3,281.3

 

The consulting business had a strong H1 performance in line with management expectations. If the consulting business has been consolidated from the 1st April, it would have reported revenue of £1,504k. With a large number of contract renewals due in H2, we expect an acceleration of consulting revenue in H2 combined with an accelerated uptake of the IntelliAM platform as customers adopt some of platform functionality through their annual contracts.

 

This supports our land and expand strategy where we see customers adopting our platform in stages. Firstly through the enhancement of their condition based maintenance (reliability solutions) and the benefits from using a tailored OEE (productivity) dashboard. As IntelliAM becomes more deeply integrated into the efficiency and governing of the manufacturing process we see growth across manufacturing lines and sites.

 

Contracts of note

 

Through the period, IntelliAM signed some significant contracts. These included

·    Digital Innovation Fund ("DIF") Lighthouse Funding award of £263,000. The project is on track and due to be completed during H2.

·    A significant extension of a contract with a global leader in alcohol beverage. The contract is valued at a minimum of £100,000 per annum over the next two years and we believe there are good opportunities to expand the contract.

·    A contract worth over £100,000 over the next 12 months with Hovis. Part of the contract is based on the IntelliAM platform and we see room for this to expand over time.

 

Product development

 

There were a number of new features added to the platform in H1. Productivity tools such as OEE (Overall Equipment Effectiveness) drilldowns, OEE feature importance and parameter governance have been added, whilst a new reliability feature allows historical manual data to be uploaded for analysis with machine learning.  In H2 we will implement our platform customer experience tool, allowing for online support, and roll out a feature to optimise supply chain planning.

 

Costs

Non-recurring costs amounted to £1,006,404. Outside of these costs, the primary cost was headcount. At the end of the period, there were 46 FTEs. We expect headcount costs to rise in H2 as we continue to hire and the average monthly payroll will naturally be higher in H2 than H1.

 

Outlook

 

With the outturn in H1 being in line with the Board's expectations, the Board remains confident in achieving market estimates taking into account the expected acceleration in H2. Our confidence is based on our pipeline with existing customers as well as expected new customer wins. Due to the strength of our existing customer base we have strong visibility into our pipeline.

 



6 months

 

 

From  10 Jul  2023

 


30/09/2024

31/03/2024

 


Group

Company

 


£

£

 

Notes



Turnover

3

922,091

105,510

Cost of sales


(373,285)

-





Gross profit

 

548,806

-





Administrative expenses


(530,245)

(261,780)





Operating profit pre share-based payments, amortisation of acquired intangibles and exceptional costs


18,561

(156,270)





Share based payments


(12,900)

-

Amortisation of acquired intangibles and IP


(146,875)

(35,000)

Exceptional costs


(1,006,404)

(73,772)





Operating loss

4

(1,147,618)

(230,042)





Interest receivable and similar income

7

252

-

Interest receivable and similar income

8

(11,757)

-





Loss before taxation


(1,159,123)

(230,042)





Tax on loss

9

136,645

31,580





Loss for financial period


(1,022,478)

(198,462)





Earnings per share(p)

12

 


Basic


(6.84)

(2.10)

Diluted


(6.81)

(2.10)

Adjusted basic


0.96

(0.95)

Adjusted diluted


0.96

(0.95)

 



30/09/2024

31/03/2024

 


Group

Company

 


£

£

 

Notes

 


Fixed Assets

 



Goodwill

10

4,558,133


Other intangible assets

10

425,330

270,000

Tangible assets

11

536,517

4,687



5,519,980

274,687





Current assets

 



Stocks

14

30,704


Debtors

15

879,097

76,347

Cash at bank and in hand


3,281,327

90,677



4,191,128

167,024





Creditors: amounts falling due within one year

16

(1,989,537)

(176,764)





Net current assets/(liabilities)

 

2,201,591

(9,740)





Total assets less current liabilities

 

7,721,571

264,947





Creditors: amounts falling due after more than one year

17

(954,803)

-





Provisions for liabilities

 



Deferred tax liability

20

193,669

31,580





Net Assets

 

6,960,437

296,527









Capital and reserves

 



Called up share capital

25

95,708

313,723

Share premium account

27

5,234,234

181,266

Merger Relief

28

2,579,704

-

other reserves

29

271,731

-

Profit and loss reserves


(1,220,940)

(198,462)





Total equity

 

6,960,437

296,527

 

 

 

 

 

 

 


Share Capital

Share premium account

Merger Relief Reserve

Other reserves

Profit and loss reserves

Total

 

£

£

£

£

£

£

 







Balance at 10 July 2023

-

-

-

-

-

-

Issue of share capital

310,000

-


-

-

310,000

Period ended 30 September 2023

 













Balance at 30 September 2023

310,000


-



310,000








Issue of share capital

3,723

181,266




184,989

Loss and total comprehensive income for the period





(198,462)

(198,462)

Balance at 1 April 2024

313,723

181,266

-

-

(198,462)

296,5274

Period ended 30 September 2024

 






Loss and total comprehensive income for the period





(1,009,578)

(1,009,578)

Issue of share capital

40,816

5,052,968

2,579,704



7,673,488

Bonus issue of shares

(41,169)





(41,169)

Share based Payments





(12,900)

(12,900)

Other movements

(217,663)



271,731


54,068








Balance at 30 September 2024

95,708

5,234,234

2,579,704

271,731

(1,220,940)

6,960,437


Note 25

Note 27

Note 28

Note 29

 




6 months

From  10 Jul  2023

 


30/09/2024

31/03/2024

 


Group

Company

 


£

£

 

Notes

 


Cash flows from operating activities

 



Cash absorbed by operations

23

(317,850)

(87,057)

IPO expenses


(1,006,404)










Interest paid


(11,757)


Income taxes refunded/(paid)


12,040






Net cash outflow from operating activities


(1,323,971)

(87,057)





Investing activities

 



Purchase of intangible assets


(186,126)

(4,766)

Purchase of tangible fixed assets


(24,175)


Purchase of subsidiaries


(312,603)


Interest received


252






Net cash used in investing activities

 

(522,652)

(4,766)





Financing activities

 



Proceeds from issue of shares


5,044,987

182,500

Repayment of borrowings


(10,156)


Proceeds from bank loans


2,442






Net cash generated from financing activities

 

5,037,274

182,500





Net increase in cash and cash equivalents

 

3,190,651

90,677





Cash and cash equivalents at beginning of period


90,677

-





Cash and cash equivalents at end of period

 

3,281,327

90,677

1.  Accounting policies

Company information

Intelliam AI PLC ("the company") is a public limited company domiciled and incorporated in England and Wales. The registered office is 53 North House, 8 Caxton Way, Dinnington, Sheffield, South Yorkshire, S25 3QE.

 

The group consists of Intelliam AI PLC and all of its subsidiaries.

1.1. Accounting convention

These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006.

 

The financial statements set out is prepared under FRS 104 Interim Financial Reporting with additional disclosures from the last statutory financial statements due to post year-end listing and acquisition of 53 Degree North Engineering Limited.

 

Given that IntelliAM AI Plc became a group on 4 July 2024  during the interim period, the prior period comparative for consolidated numbers are nil. In the interest of transparency, we have included most recent period end numbers for the Company under columns dated 31/03/24 to help the users of the financial statements

 

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

 

1.2. Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

 

1.3. Basis of consolidation

 

The consolidated group financial statements consist of the financial statements of the parent company Intelliam AI PLC together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 September 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

 

Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

 

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

 

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post- acquisition changes in the group's share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group's share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group's interest in the entity.

 

1.4. Going Concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5. Turnover

Turnover represents the fair value of consideration received or receivable after trade discounts, other sales taxes and net of VAT, for the provision of goods and services in the ordinary course of the company's activities. Turnover is recognized to the extent that it is probable that economic benefits will flow to the Company and the turnover can be reliably measured.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

The Company's revenue streams for the current period include the following:

 

Services
The Group provides a platform setup service that includes the delivery of hardware and related engineering consulting services. Revenue from services is recognised at the point in time when the services are delivered, reflecting the transfer of control of the setup and completion of the performance obligations under the contract.

 

Royalty Fees
Royalty fees are invoiced quarterly and recognised as revenue in line with the point at which the licensor has made the sales to third parties, as this represents the point at which the income becomes receivable. During the period, royalty fees were received only from 53 Degrees North Ltd., which licensed the intellectual property (IP) of IntelliAM AI Plc to sell software to customers.

 

Consulting services

The Group provides engineering consulting services on a contracted or project basis with associated hardware and training services. Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.6. Intangible Assets

Intangible assets are recorded as separately identifiable assets and recognised at historical cost less any accumulated amortisation. These assets are amortised over their useful economic lives, with the charge included in administrative expenses in the income statement.

 

Intangible assets are reviewed for impairment annually. Impairment is measured by determining the recoverable amount of an asset or cash generating unit (CGU) which is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

 

Internally developed intangible assets

Research expenditure is written off against profits in the year in which it is incurred. Development expenditure on internally generated intangible assets is capitalised only if all of the following criteria are met in accordance with FRS 102:

1.    Technical Feasibility: The technical feasibility of completing the intangible asset so that it will be available for use or sale has been demonstrated.

2.    Intention to Complete: The entity has the intention to complete the asset and use or sell it.

3.    Ability to Use or Sell: The entity has the ability to use or sell the asset.

 

 

4.    Probable Future Economic Benefits: It is probable that the asset will generate future economic benefits, demonstrated by the existence of a market or the asset's internal use.

5.    Availability of Resources: The entity has sufficient technical, financial, and other resources to complete the development and to use or sell the intangible asset.

6.    Measurable Costs: The expenditure attributable to the intangible asset during its development can be measured reliably.

If these conditions are not met, development expenditure is recognised in the profit and loss account as incurred.

 

Following initial recognition, product developments are carried at cost less any accumulated amortisation and any accumulated impairment losses. The useful lives of these intangible assets are assessed to have a finite life of five years. Amortisation is charged on assets with finite lives, and until economic benefit can be received and recognised, this expense is taken to the income statement and useful lives are reviewed on an annual basis. Amortisation is charged from the point when the asset is available for use.

 

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Capitalised development costs are recorded as intangible assets and amortised from the point at which they are ready for use on a straight-line basis over their useful life.

 

The following key judgements and estimates have been applied in determining the treatment of internally generated intangible assets:

 

·        Capitalisation: Management exercises judgement in determining the point at which development costs meet the criteria for capitalisation under FRS 102 Section 18.

·        Amortisation: The useful life of the intangible asset is based on management's best estimate of the period over which future economic benefits will be derived.

·        Impairment: The carrying amount of the intangible asset is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

 

Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

 

Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

 

Amortisation 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:

 

Development costs                  5 years straight line

Intellectual property (IP)          5 years straight line

Arrangement & security fees   1 year straight line

Customer relationships            10 years straight line

Goodwill                                   10 years straight line

1.7. Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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:

 

Freehold land and buildings                 No depreciation on land. Building depreciated at 1% reducing balance

Fixtures and fittings                             20% reducing balance

Computers                                           20% reducing balance

 

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 profit and loss account.

1.8. Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

 

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

 

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long- term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

 

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

 

1.9. Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

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 profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. 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 years. A reversal of an impairment loss is recognised immediately in profit or loss, 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.


1.10.  Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

 

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

 

1.11.  Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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.

 

1.12.  Financial Instruments

The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

 

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

 

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.


Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

 

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

 

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

 

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

 

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.


Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

 

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

 

1.13.  Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

 

1.14.  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 year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

 

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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 if, and only if, there is 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.

 


1.15.  Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16.  Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.17.  Share-based payments

The Group operates equity-settled share-based payment schemes, under which employees (including directors) receive remuneration in the form of share options.

The fair value of options granted is calculated at the grant date using an appropriate option pricing model, such as the Black-Scholes model. This fair value is recognized as an expense in the profit and loss account over the vesting period, with a corresponding credit to the share-based payment reserve within equity.

At each reporting date, the Group reviews its estimates of the number of options that are expected to vest and adjusts the charge in the profit and loss account to reflect the revised estimate. No subsequent adjustment is made to total equity after the vesting date.

Options that lapse or are forfeited before vesting result in an immediate reversal of the expense previously recognized.

1.18.  Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

 

1.19.  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.


2.  Judgements and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. These estimated and assumptions include

·      The volatility and forfeiture rates used in calculating the cost associated with the stock based payments

·      The Purchase Price Allocation (PPA) on the business combination of 53 Degrees North Engineering Ltd.

·      The discount rate and useful economic life (UEL) when valuing customer relationships within the PPA exercise.

·      The assumptions applied when determining the qualifying costs for development cost capitalisation and whether the costs are expected to be recoverable.

·      Assess whether interest on deferred consideration is factored as part of the total consideration based on likelihood of interest being applied.

 

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3.  Turnover and other revenue



Group

Company

 


30-Sep-24

31-Mar-24

 


£

£

Turnover analysed by class of business

 



Consulting revenue 


817,218


Platform services


37,398

63,134

Platform recurring revenue


41,000

42,376

Royalty fees


26,475




922,091

105,510





Other significant revenue

 



Interest income


252

-

 

 

The majority of sales is derived from the UK. In the period £117,754 were non UK sales.

4.  Operating loss



6 months

From 10 July 2023

 


Group

Company

 


30-Sep-24

31-Mar-24

 


£

£

Operating loss for the period is stated after charging

 



Depreciation of owned tangible fixed assets


6,384

79

Amortisation of intangible assets


147,671

30,000

Share-based payments


12,900

-

Operating lease charges


23,811

-

 

5.  Employees

The average monthly number of persons (including directors) employed by the group during the period was:



30-Sep-24

31-Mar-24



Group

Company


42

-

 

Their aggregate remuneration comprised:

 



30-Sep-24

31-Mar-24



Group

Company



£

£

Wages and salaries


419,815

-

Social security costs


46,311

-

Pension costs


13,376

-



479,502

-

 

6.  Directors' remuneration


6 months

From 10 Jul 2023


Group

Company


30-Sep-24

31-Mar-24


£

£

Remuneration for qualifying services

106,508

-

Company pension contributions to defined contribution schemes

2,100

-


108,608

-


7.  Interest receivable and similar income


6 months

From 10 Jul 2023


Group

Company


30-Sep-24

31-Mar-24


£

£

Interest income



Interest on bank deposits

252

-

Investment income includes the following:



Interest on financial assets not measured at fair value through profit or loss

252

-

 

8.  Interest payable and similar expenses


6 months

From 10 Jul 2023

 

30-Sep-24

31-Mar-24

 

Group

Company

 

£

£

Interest on financial liabilities measured at amortised cost



Interest on bank overdrafts and loans

11,757

-

 

9.  Taxation


6 months

From 10 Jul 2023


30-Sep-24

31-Mar-24


Group

Company


£

£

Current Tax

 


UK corporation tax on profits for the current period

50,480


Deferred Tax

 


Origination and reversal of timing differences

(187,125)

31,580




Total tax credit

(136,645)

31,580

 

The actual credit for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

 


6 months

From 10 Jul 2023


30-Sep-24

31-Mar-24


Group

Company


£

£

Loss before taxation

(1,159,123)

(230,042)




Expected tax credit based on the standard rate of corporation tax in UK of 25%

(289,781)

(57,511)

Tax effect of expenses that are not deductible in determining taxable profit

153,136

25,931

Taxation credit

(136,645)

(31,580)

 

10.      Intangible fixed assets

Group

Goodwill

Customer relationships

Development costs

Intellectual property (IP)

Arrangement & security fees

Total

 

£

£

£

£

£

£

Cost

 






At 1 April 2024

-


-

300,000

-

300,000

Additions - internally developed

-


181,351

-

-

181,351

Additions - separately acquired

-


-

-

4,775

4,775

Additions - business combination

188,493

4,486,515

-

-

-

4,675,008








At 30 September 2024

188,493

4,486,515

181,351

300,000

4,775

5,161,134








Amortisation and impairment

 






At 1 April 2024




30,000


30,000

Amortisation charged for the period

4,712

112,163


30,000

796

147,671








At 30 September 2024

4,712

112,163

-

60,000

796

177,671








Carrying amount

 






At 30 September 2024

183,781

4,374,352

181,351

240,000

3,979

4,983,463

 

 

Company

Intellectual property (IP)

Total

 

£

£

Cost

 


At 10 July 2023

300,000

300,000

Additions

-

-

At 31 March 2024

300,000

300,000

Amortisation and impairment

 


At 10 July 2023



Amortisation charged for the period

30,000

30,000

At 30 September 2023

30,000

30,000




Carrying amount

 


At 30 September 2023

270,000

270,000

 

11.      Tangible fixed assets

 

Freehold land and buildings

Fixtures and fittings

Computers

Total

Group

£

£

£

£

Cost

 




At 1 April 2024

-

-

4,766

4,766

Additions

-

-

24,175

24,175

Business combination

418,905

19,018

76,116

514,039

At 30 September 2024

418,905

19,018

105,057

542,980

Depreciation and impairment

 




At 1 April 2024

-

-

79

79

Depreciation charged for the period

-

1,001

5,383

6,384






At 30 September 2024

-

1,001

5,462

6,463

Carrying amount

 




At 30 September 2024

418,905

18,017

99,595

536,517

At 31 March 2024

-

-

4,687

4,687

 


12.      Earnings per share

Earnings per share data is based on the consolidated profit using and the weighted average number of shares in issue of the Company. Basic earnings per share are calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares. Adjusted earnings per share is based on the consolidated profit deducting the acquisition related exceptional costs and share-based payment.

A number of non-FRS102 adjusted profit measures are used in these financial statements. Adjusting items are excluded from our headline performance measures by virtue of their size and nature, in order to reflect management's view of the performance of the Group. Summarised below is a reconciliation between statutory results to adjusted results. The Group believes that alternative performance measures such as adjusted EBITDA are commonly reported by companies in the markets in which it competes and are widely used by investors in comparing performance on a consistent basis without regard to factors such as depreciation and amortisation, which can vary significantly depending upon accounting methods (particularly when acquisitions have occurred), or based on factors which do not reflect the underlying performance of the business. The adjusted profit after tax earnings measure is also used for the purpose of calculating adjusted earnings per share.


Six months ended

From 10 Jul 2023

 

Group

Company

 

30-Sep-24

31-Mar-24

Adjusted profit/(loss) for the period

£

£

Loss for the period attributable to ordinary shareholders

(1,022,478)

(198,462)

Adjusted for:



Equity settled share based payments

12,900

-

Exceptional costs

1,006,404

73,772

Acquired intangible and IP amortisation

146,875

35,000




Adjusted profit/(Loss) for the period

143,701

(89,690)




Weighted average number of shares

No. of shares

No. of shares

 



Issued shares at start of period

10,978,290

-

Effect of shares issued in period

3,965,882

9,461,048

Weighted average number of ordinary shares in period

14,944,172

9,461,048

Impact of options

80,000

-

Diluted weighted average no. of ordinary shares in period

15,024,172

9,461,048




Basic EPS(p)

(6.84)

(2.10)

Diluted Basic EPS (p)

(6.81)

(2.10)




Adjusted basic EPS(p)

0.96

(0.95)

Diluted Adjusted EPS(p)

0.96

(0.95)

 

13.      Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking

Registered office

Nature of business

Class of share held

% Held direct

 





53 Degrees North Engineering Limited

England and Wales

Engineering related scientific and technical consulting activities

Ordinary

100






IntelliAM Software Solutions limited

England and Wales

Developing machine learning asset management platform

Ordinary

100

 

14.      Stocks



30-Sep-24

31-Mar-24



Group

Company



£

£

Work in progress


30,704

-

 

15.      Debtors


30-Sep-24

31-Mar-24

 

Group

Company

Amounts falling due within one year

£

£

 



Trade debtors

702,641


Other debtors

170,257

76,347

Prepayments and accrued income

6,199



879,097

76,347

 

16.                                                                                                                         Creditors: amounts falling due within one year



30-Sep-24

31-Mar-24

 


Group

Company

Amounts falling due within one year

Notes

£

£

 




Bank loans

18

47,843

-

Trade creditors


210,138

77,667

Other taxation and social security


306,024

-

Other creditors


1,356,498

99,097

Accruals and deferred income


69,034

-



1,989,537

176,764

 

17.      Creditors: amounts falling due after more than one year



30-Sep-24

31-Mar-24

 


Group

Company

 

Notes

£

£

 




Bank loans and overdraft

18

306,428

-

Other creditors


648,375




954,803

-



 

 

18.      Loan and overdrafts



30-Sep-24

31-Mar-24

 


Group

Company

 


£

£

Bank Loans


354,271

-





Payable within one year


47,843


Payable after one year


306,428


 

The long-term loans are secured by fixed charges over the Freehold Property of 53 Degrees North Engineering Limited dated 08/11/2019 by National Westminster Bank PLC.

 

19.      Operating lease commitments

Lessee: At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:



30-Sep-24

31-Mar-24

 


Group

Company

 


£

£

Within one year


47,622

-

Between two and five years


26,865

-







74,487

-

 

20.      Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:



30-Sep-24

31-Mar-24



Group

Company



£

£

Accelerated capital allowances


29,403

1,172

Tax losses


(223,072)

(32,752)


(193,669)

(31,580)



30-Sep-24

31-Mar-24



Group

Company

Movements in the period


£

£

Asset at 1 April 2024


(31,580)

-

Credit to profit and loss


(162,089)

(31,580)





Asset at 30 September 2024


(193,669)

(31,580)

 

21.      Acquisition of a business

On 4 July 2024 the group acquired 100 percent of the issued capital of 53 Degrees North Engineering Limited, a UK based asset management engineering consultancy.



£

Total consideration


5,187,000




The consideration was satisfied by:


£

Cash (including deferred consideration)


2,593,500

Issue of shares (2,729,042 shares)


2,593,500



5,187,000

 

The cash consideration was split into 3 payments, over 3 years. The first payment due was 50% of the cash consideration due post the acquisition and then 25% payments over the next 2 years. There is an option to delay the payments by one year in which case, interest accrues on the deferred amounts. The directors of 53 Degrees North Engineering Limited have agreed to waive interest on the first tranche of payment as by 1 November 2024, 90% of the first tranche had been paid and the business was on track to pay the remaining instalments as per the sale and purchase agreement.

 

Management judgment is that the deferred contingent consideration on interest is not factored as part of the consideration as it is not likely to be crystalised

 

Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:

 



£




Turnover


817,218

Profit after tax


125,527

22.      Related party transactions

The company has taken advantage of exemption, under the terms of FRS 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.

Prior to the acquisition of 53 Degrees North Engineering Ltd on the 4th July 2024, IntelliAM AI PLC charged royalty fees of £12,491 to 53 Degrees North Engineering Ltd. These fees relate to the use of IntelliAM AI PLC IP in customer sales.

23.      Cash absorbed by operation


6 months

From 10 Jul  2023

 

30-Sep-24

31-Mar-24

 

Group

Company

 

£

£

Loss for the period after tax

(1,022,478)

(198,462)




Adjustments for:

 


Taxation credited

(136,645)

(31,580)

Finance costs

11,757


Investment income

(252)


Amortisation and impairment of intangible assets

147,671

30,000

Depreciation and impairment of tangible assets

6,384

79

Equity settled share based payment expense

12,900





Movements in working capital

 


Increase in stocks

(24,605)


Increase in debtors

(251,144)

(63,858)

(Decrease)/increase in creditors

(67,842)

176,764




Cash absorbed by operations

(1,324,254)

(87,057)

 

24.      Analysis of changes in net funds

 


10-Jul-23

Cash flows

31-Mar-24

01-Apr-24

Cash flows

30-Sep-24

 

£

£

£

£

£

£

Cash at bank and in hand


90,677

90,677

90,677

3,190,651

3,281,328

Borrowing excluding overdrafts





(354,271)

(354,271)



90,677

90,677

90,677

2,836,380

2,927,057

25.      Share Capital

 


2024

2024

 

Number

£

Ordinary share capital



Issued and fully paid

 


As at 1 April 2024

 


Ordinary A shares (0.1p each)

4,307,979

4,308

Ordinary B shares (0.1p each)

8,180,872

8,181

Ordinary C shares (0.1p each)

1,234,013

1,234

On 16 May 2024

 


Redesignated to single class ordinary shares (0.1p each)

13,722,864

13,723

7 June 2024: issue of bonus shares

54,891,456

54,891

7 June 2024: consolidation 1 for 5 (0.5p each)

10,978,291

54,891

3 July Issued at IPO

5,404,244

27,021

4 July Issued on acquisition of 53N

2,759,042

13,795

Ordinary shares (0.5p each)



At 30 September 2024

19,141,576

95,708




Preference share capital



Issued and fully paid

 


Preference £1 each



As at 1 April 2024

-

-

Transferred to IntelliAM

300,000

300,000

Capital reduction

300,000

3,000

3 July: preference cancellation

(300,000)

(3000)


-

-




At 30 September 2024



Total Equity share Capital

19,141,576

95,708

 

On the 16th May 2024, prior to the acquisition of the company, 53 Degrees North Engineering Limited transferred their 300,000 Preference Shares to IntelliAM AI PLC for £nil consolidation and such shares were registered in the name of the IntelliAM AI PLC.

 

At that point, the nominal value of each Preference Share was reduced from £1 to £0.001. The 4,307,979 A Ordinary Shares, 8,180,872 B Ordinary Shares and 1,234,013 C Ordinary Shares of £0.001 nominal value each were re-designated as ordinary shares of £0.001 nominal value.

 

IntelliAM PLC capitalised £41,168.60 from the retained earnings reserve created by the previous Share Capital Reduction and then issued 41,168,592 ordinary shares of £0.001 nominal value each ("Bonus Shares") to the holders of the ordinary shares in the Company. Each holder of ordinary shares received three Bonus Shares for each existing ordinary share that they held.

 

On 7 June 2024 IntelliAM AI PLC consolidated the existing 54,891,456 ordinary shares £0.001 nominal value in the capital of the Company ("Existing Ordinary Shares") into 10,978,291.20 ordinary shares of £0.005 nominal value ("Consolidated Ordinary Shares") on the basis of 1 Consolidated Ordinary Share for 5 Existing Ordinary Shares.

On 13 June 2024, each fractional entitlement to a Consolidated Ordinary Share was then aggregated and purchased by IntelliAM AI PLC using the retained earnings reserve pursuant to the terms of the Share Buyback Agreement

26.      Share-based payment transactions

Description of Share-Based Payment Arrangements 
IntelliAM AI Plc has established an Enterprise Management Incentive (EMI) share option plan as part of employee remuneration. The key terms and conditions of the EMI option plan are as follows:

 

·    Vesting Conditions: Options vest over a period of 3 years, with one-third vesting each year, subject only to time-based service conditions.

·    Exercise Period: Options must be exercised within 10 years from grant date.

·    The options are equity settled

 

Reconciliation of Option Movements 
The table below illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options during the period. The options outstanding at 30 September 2024 had a WAEP of 81.51p (2023: NIL) and a weighted average contracted life of 9.74 years (2023: NIL years) and their exercise prices ranged from 18.49p to 110p. All share options are settled in form of equity issued.

 


30-Sep-24


No. of options

WAEP (p)

Outstanding at beginning of period

-

-

Granted during the year

559,600

74.33

Forfeited/cancelled during the year

80,000

18.49

Outstanding at end of period

479,600

81.51

Exercisable at end of period

-

-

 

 

Basis of Fair Value Measurement 
The fair value of the EMI options at grant date has been calculated using the Black-Scholes option pricing model, incorporating the following assumptions:

 

·    Risk-Free Rate: based on the 3-year UK government gilt yield at grant and ranged from 3.87%-4.25%.

·    Expected Volatility: 49%, estimated from a comparable set of small-cap technology companies due to limited trading history for IntelliAM AI Plc shares.

Share-based payment transactions (continued)

 

·    Expected Life: 3 years, based on management's assessment of expected option exercise behaviour.

·    Forfeiture Rate: 10% annually, reflecting management's expectation of employee turnover.

The total fair value of share options granted during the period ending 30th September 2024 is £147,139.

 

Impact on Profit and Loss and Equity 
The share-based payment expense recognized in the profit and loss account for the period ending 30th September 2024 is £12,900, based on the fair value of options granted and the proportion of the vesting period lapsed to date. This expense has been credited to the share-based payment reserve within equity, with no cash impact during the period.

 

27.      Share premium reserve



30-Sep-24



£

At 1 April 2024


181,266

Issue of new shares


5,052,968




At 30 September


5,234,234

28.      Merger Relief Reserve



30-Sep-24

Group


£

At 1 April 2024


-

Issue of acquisition shares


2,579,704




At 30 September


2,579,704

 

The merger reserve arose due to the acquisition of 53 Degrees North Engineering. The amounts in the merger reserve are unrealised profits relating to the corresponding assets acquired by the Company on the issue of shares. These profits may become realised on the disposal or write-down of these assets.

29.      Other reserves



30-Sep-24



£

At 1 April 2024


-

Bonus issue of shares


258,831

Share Based Payments


12,900




At 30 September 2024

 

271,731

 

 

 

On the 16th May 2024, the preference shares undertook a reduction in nominal value from £1 to £0.001 which resulted in other reserves movement of £299,700.

 

Following this, there was a cancellation of those shares on becoming a PLC, which resulted in a further £300 adjustment via other reserves movement.

 

Finally, a bonus issue of shares took place which was adjusted for via the other reserves movement of £41,168 (refer to Share Capital note for more detail.



 

[1] Annualised recurring revenue is a combination of YTD renewals for My Maintenance Planner (MMP) pro-rated for the year plus monthly recurring revenue at the end of period multiplied by 12.

[2] Adjusted EBITDA (Earnings before interest, tax, depreciation and amortisation) are stated excluding any costs related to the IPO and any stock based compensation in the period.

[3] Adjusted operating profit and net profit is stated before acquired intangible amortisation, IP amortisation, stock based compensation and cost related to the IPO.

1 Annualised recurring revenue is a combination of YTD renewals for My Maintenance Planner (MMP) pro-rated for the year plus monthly recurring revenue at the end of period multiplied by 12.

2 Adjusted EBITDA (Earnings before interest, tax, depreciation and amortisation) are stated excluding any costs related to the IPO and any stock based compensation in the period.

3 Adjusted operating profit and net profit is stated before acquired intangible amortisation, IP amortisation, stock based compensation and cost related to the IPO.

4 Figures as at 1/04/2024 are for the company only

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