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REG - Aurrigo Int PLC - Full Year Results and Notice of AGM

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RNS Number : 1164J  Aurrigo International PLC  19 May 2025

19 May 2025

Aurrigo International plc

("Aurrigo" or the "Company")

Full Year Results for Year Ended 31 December 2024 and Notice of AGM

Aurrigo International plc (AIM: AURR), a leading international provider of
transport technology solutions, reports its full year results for the year
ended 31 December 2024.

 

 

 

 

 

 

 

 

 

 

 

Financial highlights

 ·             Revenue increased by 34% to £8.9m, in line with expectations (FY 23: £6.6m),
               comprising:
               o                                         433% increase in Autonomous division revenues to £2.9m (FY 23: £0.5m)
               o                                         Automotive division performance was comparable with the prior year, with
                                                         revenues of £5.9m (FY 23: £6.1m)
 ·             Gross profit increased 146% to £3.6m (FY 23: £1.5m)
 ·             Significantly improved gross margin of 41% (FY 23: 22.3%), reflecting an
               increase in Autonomous sales and improved Automotive product mix
 ·             The Company delivered an adjusted EBITDA loss of £1.6m (FY 23: £3.2m), ahead
               of expectations and supported by increased sales, effective cost management
               and a favourable sales mix, alongside R&D tax credits.
 ·             Aurrigo is well capitalised with net cash of £3.1m at year end (FY 23:
               £3.5m). This position was further strengthened by the funding round that
               completed in January 2025

 

Operational highlights

 ·             The high margin Autonomous division delivered strong growth in the year
               supported by increasing demand for autonomous airside solutions for the
               aviation industry.
               o                                        The year saw increased uptake of airside solutions with 6 direct airport
                                                        engagements in place (FY 23: 4 customers), 7 contracts for our proprietary
                                                        Auto-Sim® product, one cargo handler agreement and three strategic
                                                        partnerships, which together provide access to a network of over 460 airports.
               o                                        Aurrigo currently has 10 vehicles that are operating around the world, and at
                                                        the end of FY24 8 vehicles had completed or had ongoing tests in Singapore,
                                                        Amsterdam, Stuttgart, Cincinnati and the UK.
               o                                        Sales pipeline remains strong, supported by an increasing volume of proof
                                                        points that the Company can demonstrate to prospects following successful
                                                        trials completed in the year.
               o                                        Continued focus on innovation and improvement of our autonomous vehicles, led
                                                        by customer feedback and onsite learnings. Latest enhancements mean all
                                                        Aurrigo's vehicles can now operate in 50mm/hr of rainfall.
 ·             Automotive division continues to underpin Company performance, with expertise
               from over 32 years' experience supplying advanced, innovative products for
               vehicle OEM's and delivering strong cash flows.

 

Current trading and post-period end

 ·             In January 2025, we successfully delivered the further two vehicles to achieve
               the four vehicle fleet at Singapore Airport Changi. All-weather testing, under
               fleet operations, is currently underway using Aurrigo's Auto-Connect®
               management platform.
 ·             Auto-DollyTug® and Auto-Sim® solutions formally approved for recommendation
               to Aviation Solutions B.V. (part of Schiphol Group) network of 60+ airports,
               significantly enhancing go-to-market strategy.
 ·             Launched latest product; Auto-Cargo®, the Company's largest autonomous
               aviation vehicle to date, developed in collaboration with UPS. It will now
               begin testing at UPS's hub at East Midlands Airport, the UK's second largest
               cargo terminal.
 ·             Good start to 2025, with revenue continuing to be weighted to the second half,
               as expected, given timing of tender processes. Whilst the outturn will be
               somewhat dependent on the timings and outcomes of these tender processes,
               results for the full year are currently expected to be in line with the
               Board's expectations.
 ·             With our vehicles deployed at airports around the world, significant strategic
               partnerships secured, an expanded team in key international hubs, and a market
               moving at pace, the building blocks are in place to drive material growth over
               the coming years.

 

David Keene, CEO of Aurrigo International, commented: "FY24 was another year
of real progress for Aurrigo, supported by significant revenue growth in our
high margin Autonomous division. Awareness around the benefits of autonomous
technology across airside operations is growing rapidly, helping to support
our progress and the long-term outlook for the business.

"Both our product and commercial teams have worked tirelessly this year to
expand our customer base and improve and broaden our product range. With first
mover advantage, a growing range of proof points and industry support, our
go-to-market capability is stronger than ever. As we progress through the new
financial year, the number of tenders in play with prospective Autonomous
customers is substantially higher than all of last year, and we are working
toward closing a number of these in the second half. We believe our
first-mover advantage, end-to-end technology offering and proof points
delivered to date position us well to capitalise on the market opportunity."

 

Notice of Investor Presentation

David Keene, Chief Executive Officer, will host a presentation and Q&A
relating to the Company's results at 11:00am on Wednesday 21 May 2025.

The presentation will enable existing and prospective investors the
opportunity to listen to management discuss the Group's full year results.
Questions can be submitted pre-event via the Investor Meet Company dashboard
up until 9:00am the day before the meeting or at any time during the live
presentation.

To sign up to the presentation via Investor Meet Company please register using
the following
link:https://www.investormeetcompany.com/aurrigo-international-plc/register-investor
(https://www.investormeetcompany.com/aurrigo-international-plc/register-investor)

Notice of AGM

 ·             The Company also announces that its Annual General Meeting (AGM) will be held
               on 19(th) June 2025 at Aurrigo's offices at Unit 33, Bilton Industrial Estate,
               Humber Avenue, Coventry, CV3 1JL at 10:00am.
 ·             The Annual Report and Accounts for the year ended 31 December 2024, together
               with the notice of the Annual General Meeting will be available to download
               from the Company's website at
               https://aurrigo.com/documents-and-financial-calendar/
               (https://aurrigo.com/documents-and-financial-calendar/) and will be posted
               today to those shareholders who have elected to receive a hard copy.

 

 

For further enquiries:

 Aurrigo International plc                              +44 (0)2476 635818

 David Keene, Chief Executive Officer

 Ian Grubb, Chief Financial Officer

 Canaccord Genuity (Nominated Adviser and Sole Broker)  +44 (0)20 7523 8000

 Adam James

 Harry Pardoe

 Alma Strategic Communications                          +44(0)20 3405 0205

 Hilary Buchanan

 Caroline Forde

 Will Ellis Hancock

 Cucumber PR                                            +44 (0)78 1260 0271

 Russ Cockburn

 

Notes to Editors:

Aurrigo International plc is an international designer and developer of fully
integrated smart airside solutions for the aviation industry, including
automated vehicles, systems and software.

The Group's proprietary, award-winning autonomous technology and secure
management system is supporting some of the world's leading airports.
Customers choose to partner with Aurrigo to transform their baggage and cargo
handling operations, improving safety, operational efficiencies and meeting
sustainability targets, while navigating growing passenger volumes, rising
costs and increasing labour shortages.

Headquartered in Coventry, UK with offices in Singapore, Cincinnati and
Ottawa, the Group has a 32+ year heritage designing and supplying automotive
vehicle OEM's with highly advanced, innovative product and system solutions.
For more information, please visit the Group's website at www.aurrigo.com
(http://www.aurrigo.com/) .

 

 

Chair Statement

Introduction - Scaling our specialised Autonomous technology

Looking back at the past year, it's clear that Aurrigo has reached an exciting
point in its journey. Our Autonomous division is firmly in deployment mode -
our end-to-end technology solutions have been proven, and we are actively
operating in a number of key international airports.

Thanks to the customers and partnerships we've secured, the strong
relationships we've built and the growth within the aviation industry, now
ahead of pre-COVID levels in many areas, we are in an excellent position to
fully capitalise on this focussed market opportunity. Our significant
Autonomous growth potential is underpinned by our Automotive business, which
continues to provide deep technology and supply chain expertise, robust
financial foundations and a strong industry track-record.

Review of 2024 - Growing interest for our demand-led Autonomous solutions

This year has been one of significant progress as we cemented our reputation
as a leading provider of autonomous aviation solutions. Against the backdrop
of growing demand for cost effective and more efficient airport operations,
and air passenger levels now exceeding pre-COVID numbers, the Autonomous
division has seen substantial growth marked by a series of key achievements.
 The significant revenue growth we saw in the Autonomous division last year
supported good revenue growth at Company level, in line with our expectations
for the year.

We began the year with the first U.S. deployment of our Auto-DollyTug® at
Cincinnati/Northern Kentucky International Airport in partnership with
International Airlines Group (IAG). This was followed by another big step with
one of our longest-standing airport partners, securing a deal to deploy a
fleet of Auto-DollyTug® vehicles, further demonstrating the potential of our
technology at one of the world's busiest airports. We also began operations in
Germany, deploying our Auto-DollyTug® for testing at Stuttgart International
Airport.

While we're making considerable headway in our Autonomous division, it's also
important to recognise the continued strength of our Automotive division,
which remains a solid, profitable part of the business. As we push further
into the autonomous aviation space, the strength of our automotive business
gives us a stable foundation and the flexibility to focus on innovating and
accelerating our growth.

Finally, none of this progress would be possible without the incredible
dedication of our team. Their hard work and resilience have been critical to
getting us to where we are today. They've consistently pushed the business
forward, and on behalf of the Board, I want to extend my heartfelt thanks to
each and every one of them for their unfailing efforts.

Sustainability - Building a responsible business

We are committed to making sustainability a core part of everything we do,
from our products to our operations. For example, our partnership with Aston
University is advancing research on autonomous baggage handling, while also
providing valuable opportunities for students to develop their talents. At the
same time, we're dedicated to improving the health, well-being, and safety of
our team, cutting down our environmental impact and ensuring strong governance
across the business.

Outlook - Positive momentum

Post-period end, we have seen a number of developments that support our
confidence for the year ahead. The launch of our Auto-Cargo® product in
collaboration with UPS and an official endorsement from Aviation Solutions
(Royal Schiphol Group's commercialisation arm) meaning our technology will be
recommended to over 60 airports worldwide, gives us a good platform from which
to drive further growth in the new year.

Furthermore, following the successful completion of a £5.3m funding round
post-period end, we now have additional capacity to invest in our teams and
technologies to support the next phase of growth. We thank our existing
shareholders for their continued support and warmly welcome new shareholders
to the register.

The aviation industry continues to evolve in the post-COVID era, with
electrification and autonomy emerging as the solutions to address capacity
challenges, stretched infrastructure and ongoing personnel constraints. As
infrastructure investment becomes a priority across our industry, we see
evidence that our specialist application in baggage handling, an operation
which lends itself particularly well to autonomous transformation, is
resonating with key players in the aviation ecosystem.

Looking ahead, Aurrigo is in a strong position to continue its growth. Our
technology is rapidly gaining momentum and the partnerships we've secured with
Royal Schiphol Group and UPS, among other key industry stakeholders is helping
open up new opportunities. We're focused on scaling our operations to meet the
increasing demand for autonomous technology and efficiency in aviation and
with a solid foundation in place, we're excited about the path ahead.

 

CEO Statement

Operational Review

Introduction

I am pleased to report on what has been a successful year for Aurrigo
International. This year more Auto-DollyTug®s were delivered to domestic and
international airports to showcase the benefits our end-to-end autonomous
solutions can bring the aviation industry. Thanks to the hard work of our
teams around the world, FY24 saw the Company continue to make material
progress and deliver excellent financial results, with revenue growth in line
with expectations and an adjusted EBITDA loss that was better than
expectations.

Our strategy has materially advanced since the IPO of the Company in 2022,
with our hardware and software products being used to improve operations at
airports globally. We currently have 10 autonomous vehicles that have operated
at 6 airports around the world including our new Auto-Cargo® solution at East
Midlands airport through partnership with UPS. To have our technology and
vehicles in use, and building up mileage on the tarmac, is something we as a
team are very proud of. Each mile covered by one of our vehicles represents a
further proof point to support our go-to-market strategy with customers around
the world.

Additionally, our Automotive division, which for over 32 years has designed
and supplied automotive vehicle manufacturers with highly advanced, innovative
product and system solutions, continues to deliver strong cash flows and good
revenue visibility, providing robust foundations as we execute our Group
growth strategy.

Financial highlights

The Group delivered an improved performance across all key financial metrics.
In line with our strategic focus on Autonomous vehicles for aviation, we saw
impressive growth in our Autonomous division, which delivered revenues of
£2.9m, up 433% from the prior year (2023: £0.5m). Automotive revenues of
£5.9m (2023: £6.1m) were comparable with the prior year, which, combined
with the strength of the Autonomous performance, saw us achieve full year
revenue growth of 34% to £8.9m (2023: £6.6m).

Our Adjusted EBITDA loss of £1.6m (2023: £3.2m), was better than
expectations, supported by our disciplined and focused approach to cost
management notwithstanding the increase in output and an improved gross margin
of 41% (2023: 22%), reflective of the increased mix of Autonomous revenues.
 As in FY 2023, capitalisation of labour costs, alongside the recent
recognition of research and development grants also contributed to the total,
the latter of which was recognised subsequent to the Group's trading update of
25 February 2025.

Through our Automotive heritage, we have an extensive track record of
servicing customers within a highly regulated industry characterised by
complex supply chains, and it is this experience we lean on to manage our
resources in a cost-effective and efficient manner. It is this approach to
capital management that saw the Company end the year with a net cash position
of £3.1m (2023: £3.5m). Our cash position was further strengthened following
the completion of the funding round that closed in January 2025, raising a
total of £5.3m gross proceeds, of which £3.5m was received in December 2024.

I would like to thank those new and existing shareholders who supported the
raise. This capital gives us the capacity to invest in our software and
hardware engineering teams around the world, manufacture new vehicles and
ultimately deliver better results for our customers and drive the business
forward. In addition, we continue to apply and win grant funding to support
our R&D activities.

Business Review

Aurrigo is an international designer and developer of fully integrated smart
airside solutions for the aviation industry, including automated vehicles,
systems and software. The Group supports some of the world's leading airports,
helping them to become more scalable whilst improving safety, operational
efficiencies, passenger experience and sustainability.

The Group achieves this through a combination of highly-engineered hardware
and proprietary software which works together to help aviation customers
transform baggage and cargo handling operations. The Group's end-to-end
transformation solution principally comprises:

Hardware:

·    Auto-DollyTug®: fully autonomous baggage and cargo handling vehicles

·    Auto-Cargo®: fully autonomous vehicle for the handling of heavier
cargo loads

Software:

·    Autonomous Driving Software stack (ADS): in-house software for all
our autonomous vehicles

·    Auto-Sim®: purpose-built Airport Simulation and modelling, 3D
visualisation software tool

·    Auto-Connect®: cyber-secure and resilient vehicle fleet SaaS
management platform

The Group's solutions have been designed from the ground-up and in
collaboration with customers to meet the specific needs of the aviation
industry, including improved aircraft turnaround, an important KPI.

This ground-up approach means Artificial Intelligence (AI) and Autonomous
Technology are at the heart of each of our products, with each technology
being harnessed to maximise effectiveness and results in the airside
environment.

Autonomous

Market

The progress we have seen in the Autonomous market this year is extremely
pleasing and is illustrative of the demand-led growth available to us. Our
products continue to be pulled into the industry to address key operational
challenges for airports as they seek to tackle net zero targets, improve
sustainability, and introduce greater digitalisation.

Awareness around automation and the role it is going to play at airports is
growing rapidly. With global passenger traffic set to double by 2040(( 1 )),
the market and industry is moving fast to find solutions that can improve
efficiency, manage demands on skilled human capital while limiting increases
in carbon emissions. The rapid growth in market acceptance is helping to drive
demand for our solutions and is being reflected in the number of trials and
vehicles we now have in operation.

It is not just in baggage where automation is being adopted. We are seeing
evidence of autonomous and AI technology being adopted at various stages of
the crucial aircraft turnaround process, to optimise and drive efficiency at
every step(( 2 )). In the baggage handling space, which has seen limited
innovation to date, our first-mover advantage is widely recognised. In a
close-knit industry where the airports we count as customers, like Singapore
Changi Airport, Amsterdam Airport Schiphol and Cincinnati/Northern Kentucky
International Airport, are seen as market leaders in the adoption and roll out
of technology, working with them to deliver vehicles and software solutions
with proven results carries weight.

Progress on the ground

 

We continued to make good progress at Singapore Changi Airport this year, with
two vehicles delivered under the Phase 2b contract in H2, following vehicle
enhancement works as previously announced. Post-period end we delivered the
further two vehicles to achieve the four-vehicle fleet operations, currently
underway using Aurrigo's Auto-Connect® platform. We look forward to being
able to update shareholders on the results of this phase of testing and next
steps in due course.

In January 2024 we signed a project agreement with Amsterdam Airport Schiphol
for Auto-Sim® and Auto-DollyTug®. Further to this, we also signed a formal
partnership agreement with Aviation Solutions B.V. ("AS"), a business within
Royal Schiphol Group, which focuses on commercialising innovative technologies
that have successfully passed rigorous testing at Schiphol, to support the
roll-out of Aurrigo's autonomous solutions to the global aviation sector.

We were delighted to announce post-period end the results of these trials,
with our Auto-Dolly Tug® moving into testing in increasingly complex
environments. Significantly however, following the success of the trials, our
Auto-DollyTug(®) and Auto-Sim(®) solutions have been formally approved for
recommendation to Aviation Solutions' network of 60+ airports, which will
significantly enhance our go-to-market strategy. Aviation Solutions will now
support the rollout of our products to their network of well-informed,
supportive aviation customers and we expect this to have a positive impact on
the volume and quality of prospects in the sales pipeline.

At Cincinnati/Northern Kentucky International Airport (CVG), one vehicle is
currently undergoing trials. We were delighted to open a new office in
Cincinnati this year, where we now have a team to support this trial and
future deployments in the US.

In the year we were also pleased to see the completion of trials of our
Auto-DollyTug®s at both Stuttgart and a large UK airport. Each trial helped
to further demonstrate the capability of our vehicles.

We continue to focus on winning new customers and driving our business
strategy from Auto-Sim(®) consultancy projects through to full fleet
operations using our autonomous vehicle products and managed through our
Auto-Connect(®) platform.

Following the fundraise that completed in January 2025, we continue to
prudently manage our cash and the funds raised, ready to support the scaling
of Auto-DollyTug® production to meet expected future customer demand. The
results from tests we are currently conducting around the world are being used
to finalise the specification of the vehicles we produce in the future, to
ensure customers receive products capable of meeting all that is required of
them.

Automotive

We have a strong track-record in the design, manufacture and delivery of
highly advanced, innovative product and system solutions for automotive OEMs
through our Automotive division.

Through this, we have extensive experience and know-how managing complex
supply chains, building products of quality, and meeting the exacting
standards of vehicle OEM manufacturers in a cost effective and efficient
manner. It is this expertise that underpins our operations across both
divisions, ensuring we deliver for clients.

The Automotive division continues to underpin the Company's performance and
deliver steady cash generation. Longstanding customer relationships with
multi-year contracts continue to provide robust revenue visibility and strong
cash flows despite some recent macro-linked volatility of client schedules.
Through the year the Company saw good levels of order intake from both new and
existing vehicle OEM customers, supported by ongoing demand from global Tier 1
suppliers for our specialist engineering services.

 

R&D

Commitment to innovation, while being cognisant of cost and resource, remains
a core aspect of the Company's growth strategy. Alongside driving growth, the
Company has been focused on R&D and innovation in the year, with
enhancements made to both hardware and software in the Autonomous division.

 

We are constantly updating and evolving our vehicles based off learnings from
deployments around the world. Following the development of a new software
algorithm in FY24, Aurrigo's Autonomous vehicles are now able to operate in
heavy rain and light snow fall ensuring their operational effectiveness during
those periods. We continue to listen to our customers and evolve our products
to meet their demands. It is this collaborative nature that helps strengthen
our customer relationships and further innovate our solutions.

 

 

Post-period end we were delighted to announce the launch of our latest
product; Auto-Cargo®, our largest autonomous aviation vehicle to date,
following a project initiated in September 2023 in collaboration with UPS.
Auto-Cargo® is a fully autonomous electric vehicle designed to move heavy
cargo and freight loads to and from aircraft. It was built using a combination
of highly engineered hardware and Aurrigo's proprietary autonomous software.
 

It is the latest product we have released and is testament to the quality of
our design and engineering teams. Purpose built in collaboration with UPS, it
will now begin testing at UPS's hub at East Midlands Airport, the UK's second
largest cargo terminal.

Product enhancements have been supported by the expansion of our global teams
to support a growing pipeline, with total Group headcount standing at 110 at
year end. In particular, since the receipt of funding we have strategically
invested in our engineering and software development teams in international
markets, enabling our engineering function to operate across a 24 hour cycle,
increasing the speed at which we can roll-out new developments and
enhancements.

Current trading and outlook

The new financial year has got off to a busy start. With a fleet of
Auto-DollyTugs® operating at Singapore Changi Airport, the endorsement from
Aviation Solutions and the release of Auto-Cargo®, our teams around the world
are working hard to drive growth. We continue to progress our strategy,
centred on driving pipeline growth and conversion, accelerating existing
customers through staged Autonomous pipeline deployment, and leveraging our
Automotive expertise to grow sales. Importantly, as we continue our scale-up
trajectory in the Autonomous division, we are highly focused on optimising our
manufacturing function and managing our cost base effectively.

Interest from new airport customers around the world remains high and gives us
confidence as we look ahead. The number of tenders for autonomous vehicle
projects from prospective customers is substantially higher than this time
last year. While we continue to expect revenues for FY25 to be backend
weighted due to timing of these tender processes, the demand we are seeing and
our position in the market give us confidence in our ability to scale. Whilst
the outturn will be somewhat dependent on the timings and outcomes of these
tender processes, results for the full year are currently expected to be in
line with the Board's expectations. With our vehicles deployed at airports
around the world, significant strategic partnerships secured, an expanded team
in key international hubs, and a market moving at pace, the building blocks
are in place to drive material growth over the coming years.

 

CFO Statement

 Chief Financial Officer's Report for the Year Ended 31 December 2024

I am pleased to present the Chief Financial Officer's report for Aurrigo
International plc for the financial year ended 31 December 2024. This year has
been marked by significant growth, particularly in our Autonomous division,
and strategic investments that position us well for future success.

Financial Performance

Total revenue for the year was £8.9 million, representing a 34% increase from
£6.6 million in 2023.

 ·             Autonomous Division: Revenue grew to £2.9 million, a remarkable 433% increase
               from £0.5 million in 2023. This growth reflects the successful deployment of
               our Auto-DollyTug® at multiple global airports and the uptake of our
               Auto-Sim® 3D digital twin software modelling product.
 ·             Automotive Division: Revenue remained stable at £5.9 million, compared to
               £6.1 million in 2023, continuing to provide a solid foundation for the
               Company's operations.

The adjusted EBITDA loss for the year was £1.6 million, an improvement over
the previous year's loss of £3.2 million, primarily due to increased sales,
effective cost management and a favourable sales mix.  As in FY 2023,
capitalisation of labour costs, alongside the recognition of research and
development grants also contributed to the total, the latter of which was
recognised subsequent to the Group's trading update of 25 February 2025.

The Company continues to attract grant funding, both for operating activities
and capital projects. Other operating income for the year includes £0.3m of
grant funded activity with a further £0.3m deferred in the balance sheet for
capital related grant activities.

Capital Raising

In December 2024, we received £3.5 million of an overall £5.3 million gross
share placing with the balance received in January 2025. We continue to
prudently manage our cash and the funds raised, ready to support the scaling
of Auto-DollyTug® production to meet expected future customer demand. The
results from tests we are currently conducting around the world are being used
to finalise the specification of the vehicles we produce in the future, to
ensure customers receive products capable of meeting all that is required of
them.

The capital will also support our efforts to accelerate commercial sales
timelines and facilitate the launch of our new cargo handling vehicle,
Auto-Cargo®, in partnership with UPS.

Cash Position

As of 31 December 2024, our net cash position was £3.1 million (FY23 £3.5m).
Following the receipt of the balance of the gross share placing in January
2025, the Company is well-capitalised to support its next phase of growth.

Outlook

We enter 2025 with strong momentum, particularly in our Autonomous division,
supported by a robust sales pipeline and an expanding partner network. The
Automotive division continues to provide steady cash generation, underpinning
our overall performance.

I would like to thank both our existing shareholders for their continued
support, our new shareholders who joined the register in the latest fundraise
and our team for their ongoing dedication and hard work. We remain committed
to delivering innovative solutions and driving sustainable growth in the years
ahead.

Ian Grubb

Chief Financial Officer

Aurrigo International plc

 

 

FINANCIAL STATEMENTS

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

                                                                             2024     2023
                                                                      Notes  £'000    £'000
 Revenue                                                              4      8,855    6,628
 Cost of sales                                                               (5,218)  (5,152)
 Gross profit                                                                3,637    1,476
 Other operating income                                               5      750      812
 Administrative expenses including non-recurring expenses,
 share based payment charges, depreciation and amortisation                  (6,918)  (6,325)
 Operating loss                                                       6      (2,531)  (4,037)
 Share based payments                                                 28     (122)    (246)
 Depreciation                                                         16     (428)    (274)
 Amortisation                                                         15     (382)    (294)
 Adjusted EBITDA*                                                            (1,599)  (3,223)
 Finance income                                                       11     63       76
 Finance costs                                                        12     (45)     (46)
 Loss before taxation                                                        (2,513)  (4,007)
 Income tax income                                                    13     28       90
 Loss for the year attributable to equity shareholders of the parent         (2,485)  (3,917)
 Other comprehensive income:
 Items that will not be reclassified to profit or loss
 Currency translation differences of foreign operations                      46       7
 Total items that will not be reclassified to profit or loss                 46       7
 Total other comprehensive income for the year                               46       7
 Total comprehensive income for the year                                     (2,439)  (3,910)

Loss and total comprehensive income for the year is all attributable to owners
of the Parent Company. All losses after taxation arise from continuing
operations.

*       Adjusted EBITDA refers to earnings before interest, tax,
depreciation, amortisation, impairment, share-based payment charges, and
exceptional items.

                                2024    2023
                         Notes  £'000   £'000
 Earnings per share      14
 Basic (£ per share)            (0.05)  (0.09)
 Diluted (£ per share)          (0.05)  (0.09)

 

GROUP STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

                                               2024     2023
                                        Notes  £'000    £'000
 Non-current assets
 Goodwill                               15     202      202
 Intangible assets                      15     6,445    5,974
 Property, plant and equipment          16     2,085    742
 Total non-current assets                      8,732    6,918
 Current assets
 Inventories                            17     1,066    1,709
 Contract assets                        18     975      -
 Trade and other receivables            19     1,966    2,306
 Current tax recoverable                       166      330
 Cash and cash equivalents                     3,086    3,462
 Total current assets                          7,259    7,807
 Total assets                                  15,991   14,725
 Current liabilities
 Trade and other payables               23     2,319    1,818
 Borrowings                             21     25       30
 Lease liabilities                      24     262      216
 Deferred grant income                  26     293      217
 Total current liabilities                     2,899    2,281
 Net current assets                            4,360    5,526
 Total assets less current liabilities         13,092   12,444
 Non-current liabilities
 Borrowings                             21     -        25
 Lease liabilities                      24     75       284
 Deferred grant income                  26     3,243    3,271
 Total non-current liabilities                 3,318    3,580
 Total liabilities                             6,217    5,861
 Net assets                                    9,774    8,864
 Equity
 Called up share capital                29     107      91
 Share premium account                  30     14,107   10,927
 Share option reserve                   31     499      383
 Foreign exchange reserve                      51       5
 Retained losses                               (4,990)  (2,542)
 Total equity                                  9,774    8,864

The financial statements were approved by the board of directors and
authorised for issue on 16 May 2025 and are signed on its behalf by:

Mr. I Grubb

Director

 

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

                                               2024            2023
                                        Notes  £'000   £'000   £'000   £'000
 Non-current assets
 Investments                            37             521             399
 Current assets
 Trade and other receivables            38     11,966          8,217
 Cash and cash equivalents                     2,510           2,904
                                               14,476          11,121
 Current liabilities                    39     (463)           (352)
 Net current assets                                    14,013          10,769
 Total assets less current liabilities                 14,534          11,168
 Equity
 Called up share capital                41             107             91
 Share premium account                  42             14,107          10,927
 Share option reserve                   43             499             383
 Retained losses                                       (179)           (233)
 Total equity                                          14,534          11,168

As permitted by s408 Companies Act 2006, the company has not presented its own
income statement and related notes. The company's profit for the year was
£47,923 (2023 - £83,994 loss).

The financial statements were approved by the board of directors and
authorised for issue on 16 May 2025 and are signed on its behalf by:

Mr. I Grubb

Director

Company Registration No. 05546181

 

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

                                                                              Share    Share    Foreign
                                                                     Share    premium  option   exchange  Retained
                                                                     capital  account  reserve  reserve   earnings  Total
                                                        Notes        £'000    £'000    £'000    £'000     £'000     £'000
 Balance at 1 January 2023                                           83       7,103    143      (2)       1,307     8,634
 Year ended 31 December 2023:
 Loss for the year                                                   -        -        -        -         (3,917)   (3,917)
 Other comprehensive income:
 Currency translation differences                                    -        -        -        7         -         7
 Total comprehensive income for the year                             -        -        -        7         (3,917)   (3,910)
 Transactions with owners in their capacity as owners:
 Issue of share capital                                 29 & 30      8        4,109    -        -         -         4,117
 Costs of issue set against premium                     30           -        (293)    -        -         -         (293)
 Share option expense                                                -        -        246      -         -         246
 Deferred tax on share based payment transactions                    -        -        -        -         62        62
 Share options exercised                                             -        8        (6)      -         6         8
 Balance at 31 December 2023                                         91       10,927   383      5         (2,542)   8,864
 Year ended 31 December 2024:
 Loss for the year                                                   -        -        -        -         (2,485)   (2,485)
 Other comprehensive income:
 Currency translation differences                                    -        -        -        46        -         46
 Total comprehensive income                                          -        -        -        46        (2,485)   (2,439)
 Transactions with owners:
 Issue of share capital                                 29 & 30      16       3,485    -        -         -         3,501
 Costs of issue set against premium                     30           -        (315)    -        -         -         (315)
 Share option expense                                                -        -        122      -         -         122
 Deferred tax on share based payments                                -        -        -        -         31        31
 Share options exercised                                             -        10       (6)      -         6         10
 Balance at 31 December 2024                                         107      14,107   499      51        (4,990)   9,774

 

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

                                                        Share    Share
                                               Share    premium  option   Retained
                                               capital  account  reserve  earnings  Total
                                        Notes  £        £        £        £         £
 Balance at 1 January 2023                     83       7,103    143      (323)     7,006
 Year ended 31 December 2023:
 Profit and total comprehensive income         -        -        -        84        84
 Transactions with owners:
 Issue of share capital                 41     8        4,109    -        -         4,117
 Costs of issue set against premium     42     -        (293)    -        -         (293)
 Share option expense                   43     -        -        246      -         246
 Share options exercised                       -        8        (6)      6         8
 Balance at 31 December 2023                   91       10,927   383      (233)     11,168
 Year ended 31 December 2024:
 Profit and total comprehensive income         -        -        -        48        48
 Transactions with owners:
 Issue of share capital                 41     16       3,485    -        -         3,501
 Costs of issue set against premium     42     -        (315)    -        -         (315)
 Share option expense                   43     -        -        122      -         122
 Share option exercised                        -        10       (6)      6         10
 Balance at 31 December 2024                   107      14,107   499      (179)     14,534

 

 

GROUP STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

                                                                      2024              2023
                                                               Notes  £'000    £'000    £'000   £'000
 Operating activities
 Profit for the year                                                           (2,485)          (3,917)
 Adjustments for
 Tax charge                                                                    (28)             (90)
 Finance costs                                                                 45               46
 Finance income                                                                (63)             (76)
 RDEC grant income                                                             (107)            (16)
 Amortisation and impairment of intangible assets                              382              294
 Depreciation and impairment of property, plant and equipment                  428              274
 Gain on sale of property, plant and equipment                                 (29)             -
 Non cash grant income                                                         (643)            (796)
 Equity settled share based payment expense                                    122              246
                                                                               (2,378)          (4,035)
 Movements in working capital:
 Decrease in inventories                                                       643              (767)
 Increase in trade and other receivables                                       340              (619)
 Increase in contract asset                                                    (975)            -
 Increase in trade and other payables                                          552              523
 Cash absorbed by operations                                                   (1,818)          (4,898)
 Interest paid                                                                 -                -
 Income taxes refunded                                                         330              -
 Net cash used in operating activities                                         (1,488)          (4,898)
 Investing activities
 Acquisition of subsidiary (net of cash acquired)                     (50)              (199)
 Capitalised development costs                                        (801)             (813)
 Grant income                                                         691               625
 Purchase of intangible assets                                        (52)              (52)
 Purchase of property, plant and equipment                            (1,697)           (223)
 Proceeds from disposal of property, plant and equipment              30                -
 Interest received                                                    63                76
 Net cash used in investing activities                                         (1,816)          (586)
 Financing activities
 Interest paid                                                        (45)              (46)
 Proceeds from issue of shares                                        3,196             3,832
 Repayment of bank loans                                              (30)              (30)
 Payment of lease liabilities                                         (238)             (198)
 Net cash generated from financing activities                                  2,883            3,558
 Net decrease in cash and cash equivalents                                     (421)            (1,926)
 Cash and cash equivalents at beginning of year                                3,462            5,386
 Effect of foreign exchange rates                                              45               2
 Cash and cash equivalents at end of year                                      3,086            3,462

 

NOTES TO THE GROUP FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1. ACCOUNTING POLICIES

COMPANY INFORMATION

Aurrigo International Plc is a public company limited by shares incorporated
in England and Wales. The registered office is Unit 33 Bilton Industrial
Estate, Humber Avenue, Coventry, CV3 1JL. The Group's principal activities and
nature of its operations are disclosed in the directors' report.

The Group consists of Aurrigo International Plc and all of its subsidiaries.

1.1 BASIS OF PREPARATION

The Group financial statements have been prepared in accordance with UK
Adopted International Accounting Standards in conformity with the requirements
of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional
currency of the Group. Monetary amounts in these financial statements are
rounded to the nearest £1,000 for both the Group and company.

The financial statements have been prepared under the historical cost
convention. The principal accounting policies adopted are set out below.

Parent Company

The company meets the definition of a qualifying entity under FRS 101 Reduced
Disclosure Framework. As permitted by FRS 101, the company has taken advantage
of the following disclosure exemptions from the requirements of IFRS:

(a)  the requirements of IFRS 7 'Financial Instruments: Disclosure';

(b)  the requirements within IAS 1 relating to the presentation of certain
comparative information;

(c)  the requirements of IAS 7 'Statement of Cash Flows' to present a
statement of cash flows;

(d)  paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in
accounting estimates and errors' (requirement for the disclosure of
information when an entity has not applied a new IFRS that has been issued but
it not yet effective); and

(e)  the requirements of IAS 24 'Related Party Disclosures' to disclose
related party transactions and balances between two or more members of a
Group.

As permitted by S408 Companies Act 2006, the Company had not presented its own
Statement of Comprehensive Income.

1.2 BASIS OF CONSOLIDATION

The consolidated Group financial statements consist of the financial
statements of the Parent Company, Aurrigo International Plc, together with all
entities controlled by the Parent Company (its subsidiaries).

All financial statements are made up to 31 December 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.

1.3 GOING CONCERN

The Group has consolidated its trading position in the year, achieving sales
of £8.9m and gross profit of £3.6m. Cash and cash equivalents amount to
£3.1m at the year end.

The Directors have prepared detailed financial cashflow forecasts for the
period to June 2026, taking into account the improved financial position
following the £5.3 million fundraising completed in January 2025. These
projections are based on the Group's detailed annual business plan.
Sensitivity analysis has been performed to model the impact of more adverse
trends compared to those included in the financial projections in order to
estimate the impact of severe but plausible downside risks.

The key sensitivity assumptions applied include:

·      Delay in revenues derived from R&D testing of Autonomous
vehicles and related simulation.

·      Increased wage rate inflation.

·      Increased general inflation on input costs, including goods sold.

Mitigating actions available to the Group were applied and the Board
challenged the assumptions used. After reviewing the forecasts the Board has
formed the judgement at the time of approving the financial statements that
there is a reasonable expectation that the Group has adequate resources to
continue in operational existence for at least twelve months from the date of
approval of these financial statements.

1.4 REVENUE

The Group applies IFRS 15 'Revenue from contracts with customers'. Under IFRS
15, the Group applies the 5-step method to identify contracts with its
customers, determine performance obligations arising under those contracts,
set an expected transaction price, allocate that price to the performance
obligations, and then recognises revenue as and when those obligations are
satisfied.

Within the automotive component sector there is a single type of revenue
recognised:

Supply of automotive components

Goods are supplied under contracts where the key performance obligations for
the Group are the manufacturing and delivery of the products. The fair value
of the revenue, being the price per unit net of volume discounts and sales
taxes, is recognised as revenue at a point in time at the point of transfer of
control to the customer, which is typically on dispatch from the Group's
premises. The transaction price includes an element of variable consideration
in respect of volume discounts. The revenue recognised is constrained to the
extent that it is highly probably that a significant reversal in the amount of
cumulative revenue recognised will not occur when any uncertainty associated
with the volume discounts is subsequently resolved.

Within the autonomous sector there are two types of revenue recognised:

Supply of autonomous vehicles

Typically, vehicles are supplied under contracts where the key performance
obligations for the Group are the manufacturing and delivery of the vehicles.
The fair value of the revenue, being the price per vehicle net of volume
discounts and sales taxes, are recognised as revenue at a point in time at the
point of transfer of control to the customer, which is typically on dispatch
from the Group's premises. The transaction price includes an element of
variable consideration in respect of volume discounts. The revenue recognised
is constrained to the extent that it is highly probably that a significant
reversal in the amount of cumulative revenue recognised will not occur when
any uncertainty associated with the volume discounts is subsequently resolved.

Certain bespoke contracts for the supply of autonomous vehicles involve a
number of performance obligations including goods and services components -
which individually are not distinct and are therefore combined into a distinct
bundle. As such all of the goods and services promised in the contract are
treated as a single performance obligation. The performance obligation is
settled over time and therefore revenue is recognised over time using the
input method to measure progress and recognise revenue.

When revenue recognised in respect of a customer contract exceeds amounts
received or receivable from a customer at that time a contract asset is
recognised. If amounts received or receivable from a customer exceed revenue
recognised for a contract, for example if the Group receives an advance
payment from a customer, a contract liability is recognised.

Simulation contracts

Contracts for autonomous proof of concept, simulation and demonstration are
supplied under contracts which specify deliverables over a specified time
period. Revenue is recognised based on the percentage of completion and
matched to costs incurred in order to deliver the project.

Contract assets and liabilities

Contract assets and liabilities are presented on the balance sheet to reflect
the cumulative revenue recognised in excess of, or short of, amounts billed to
customers. The Group assesses recoverability of contract assets periodically
to ensure they are not impaired.

1.5 GOODWILL

Goodwill represents the excess of the cost of acquisition of businesses over
the fair value of net assets acquired. It is initially recognised as an asset
at cost and is subsequently measured at cost less impairment losses.

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. An
impairment loss recognised for goodwill is not subsequently reversed.

1.6 INTANGIBLE 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.

Research expenditure is written off against profits in the year in which it is
incurred.

Development costs that are directly attributable to the design and testing of
vehicles, systems and software products controlled by the Group are recognised
as intangible assets when the following criteria are met:

·      it is technically feasible to complete the product such that it
will be available for use;

·      management intends to complete the product and use or sell it;

·      there is an ability to use or sell the product;

·      it can be demonstrated how the product will generate probable
future economic benefits;

·      adequate technical, financial and other resources to complete the
development and to use or sell the product are available; and

·      the expenditure attributable to the product during its
development can be reliably measured.

As a result of the above, costs have only been capitalised from the point at
which certain projects became commercially feasible.

Directly attributable costs that are capitalised as part of the vehicle,
system or software include employee and contractor costs. Other development
expenditures that do not meet these criteria, as well as ongoing maintenance
and costs associated with routine upgrades and enhancements, are recognised as
an expense, as incurred. Where grant income has been received as part of the
development process the whole cost of the asset is capitalised and the
associated grant income is deferred and shown within payables.

The depreciable amount of an intangible asset with a finite useful life is
allocated on a systematic basis over its useful life. Amortisation begins when
the asset is available for use, i.e. when it is in the location and condition
necessary for it to be capable of operating in the manner intended by
management.

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:

Patents - 20 years straight line

Development costs - 10 years straight line

Amortisation is charged to administrative expenses in the Consolidated
Statement of Comprehensive Income.

Capitalised development costs are in relation to the manufacture of autonomous
vehicles. Amortisation commences only once the project has completed and the
asset is ready for use.

1.7 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recognised as an asset only if it is
probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably.

Property, plant and equipment are initially measured at cost and subsequently
measured at cost or valuation, net of depreciation and any impairment losses.

After recognition, all property, plant and equipment are carried at costs less
any accumulated depreciation and any accumulated 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:

Autonomous
vehicles
20% straight line

Fixtures and
fittings
25% - 33% straight line

Plant and
machinery
20% - 33% straight line

Tooling
                  25% - 33% straight line

Motor vehicles
            20% straight line

Right of use assets -
Property                              Over the
life of the lease

Right of use assets - Motor vehicles                    Over the
life of the lease

The residual value and the useful life of an asset are reviewed, at least, at
each financial period-end and if expectations differ from previous estimates,
the changes are accounted for prospectively.

The gain or loss arising on the disposal of an asset is determined as the
difference between the sale proceeds and the carrying value of the asset, and
is recognised in the income statement.

1.8 NON-CURRENT INVESTMENTS (COMPANY ONLY)

Interests in subsidiaries, associates and jointly controlled entities are
initially measured at cost and subsequently measured at cost less any
accumulated impairment losses. The investments are assessed for impairment at
each reporting date and any impairment losses or reversals of impairment
losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the Parent Company. An investor
controls an investee when it is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those
returns through its power over the investee.

1.9 IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS

At each reporting 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 Group estimates
the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet
available for use are tested for impairment annually, and whenever there is an
indication that the asset may be impaired.

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.

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 INVENTORIES

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

At each reporting date, an assessment is made for impairment. Any excess of
the carrying amount of inventory 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.

Net realisable value is the estimated selling price less all estimated costs
of completion and costs to be incurred in marketing, selling and distribution.

1.11 CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term liquid investments with original maturities of three
months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities.

1.12 FINANCIAL ASSETS

Financial assets are recognised in the Group's statement of financial position
when the Group becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories, depending on the
nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through
profit and loss are measured at fair value and any transaction costs are
recognised in profit or loss. Financial assets not classified as fair value
through profit and loss are initially measured at fair value plus transaction
costs.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision of goods and
services to customers (eg trade receivables). They are initially recognised at
fair value plus transaction costs directly attributable to their acquisition
or issue, and are subsequently carried at amortised cost using the effective
interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting
end date using an expected credit loss model.

The expected credit losses associated with these assets are estimated on a
forward-looking basis. A broad range of information is considered when
assessing credit risk and measuring expected credit losses, including past
events, current conditions, and reasonable and supportable forecasts that
affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.

1.13 FINANCIAL LIABILITIES

The Group recognises financial debt when the Group becomes a party to the
contractual provisions of the instruments. Financial liabilities are
classified as either 'financial liabilities at fair value through profit or
loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other
short-term monetary liabilities, are initially measured at fair value net of
transaction costs directly attributable to the issuance of the financial
liability. They are subsequently measured at amortised cost using the
effective interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is
outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the Group's
obligations are discharged, cancelled, or they expire.

1.14 EQUITY INSTRUMENTS

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

1.15 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 income statement 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 is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from goodwill or from the
initial recognition of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the Group has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.

1.16 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 inventories or non-current 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 Group
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.

1.17 RETIREMENT BENEFITS

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

1.18 SHARE-BASED PAYMENTS

Equity-settled share-based payments are measured at fair value at the date of
grant by reference to the fair value of the equity instruments granted using
the Black-Scholes model. The fair value determined at the grant date is
expensed on a straight-line basis over the vesting period, based on the
estimate of shares that will eventually vest. A corresponding adjustment is
made to equity.

When the terms and conditions of equity-settled share-based payments at the
time they were granted are subsequently modified, the fair value of the
share-based payment under the original terms and conditions and under the
modified terms and conditions are both determined at the date of the
modification. Any excess of the modified fair value over the original fair
value is recognised over the remaining vesting period in addition to the grant
date fair value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the original
fair value.

If an employee terminates employment, the employee is no longer able to
provide direct services to the entity and therefore, the share-based payment
award is forfeited and the cumulative share based payment charge to date, in
respect of the forfeiture, is released to retained earnings.

Cancellations or settlements (including those resulting from employee
redundancies) are treated as an acceleration of vesting and the amount that
would have been recognised over the remaining vesting period is recognised
immediately.

1.19 LEASES

At inception, the Group assesses whether a contract is, or contains, a lease
within the scope of IFRS 16. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration. Where a tangible asset is
acquired through a lease, the Group recognises a right-of-use asset and a
lease liability at the lease commencement date. Right-of-use assets are
included within property, plant and equipment, apart from those that meet the
definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made at
or before the commencement date plus any initial direct costs and an estimate
of the cost of obligations to dismantle, remove, refurbish or restore the
underlying asset and the site on which it is located, less any lease
incentives received.

The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life
of the right-of-use asset or the end of the lease term. The estimated useful
lives of right-of-use assets are determined on the same basis as those of
other property, plant and equipment. The right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.

The lease liability is initially measured at the present value of the lease
payments that are unpaid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate. Lease payments included in
the measurement of the lease liability comprise fixed payments, variable lease
payments that depend on an index or a rate, amounts expected to be payable
under a residual value guarantee, and the cost of any options that the Group
is reasonably certain to exercise, such as the exercise price under a purchase
option, lease payments in an optional renewal period, or penalties for early
termination of a lease.

The lease liability is initially measured at an amount representing the
expected cashflows discounted at the Group's incremental borrowing rate. It is
remeasured when there is a change in: future lease payments arising from a
change in an index or rate; the Group's estimate of the amount expected to be
payable under a residual value guarantee; or the Group's assessment of whether
it will exercise a purchase, extension or termination option. When the lease
liability is remeasured in this way, a corresponding adjustment is made to the
carrying amount of the right-of-use asset, or is recorded in profit or loss if
the carrying amount of the right- of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases of machinery that have a lease term of 12
months or less, or for leases of low-value assets including IT equipment. The
payments associated with these leases are recognised in profit or loss on a
straight-line basis over the lease term.

The interest expense is recognised as a financing cashflow, whilst the
amortisation of the right of use asset is included within administrative
expenses and operating cashflows.

1.20 GRANTS

Government grants are recognised at the fair value of the asset received or
receivable when there is reasonable assurance that the grant conditions will
be met and the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over
the periods in which the entity recognises expenses for the related costs for
which the grants are intended to compensate. A grant received before the
recognition criteria are satisfied is recognised as deferred income.

Research and development expenditure credits

Where the Group receives research and development expenditure credits ("RDEC")
it accounts for these as government grant income within operating income as it
more closely aligns with grant income as opposed to a taxation credit. The
income is recognised on a systematic basis over the periods in which the
entity recognises expenses for the related costs for which the grants are
intended to compensate, under IAS 20 'Accounting for Government Grants and
Disclosures'.

As well as receiving RDEC, the Group also receives R&D tax credits on the
development expenditure it makes on the commercial projects it undertakes.
These taxation credits are considered to reflect enhanced tax relief and as
such are shown as a reduction in income tax or an increase in receivables due
from HM Revenue & Customs.

1.21 FOREIGN EXCHANGE

Functional and presentation currency

The Group's functional and presentation currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency
using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the
closing rate. Non-monetary items measured at historical cost are translated
using the exchange rate at the date of the transaction and non- monetary items
measured at fair value are measured using the exchange rate when fair value
was determined.

Foreign exchange gains and losses resulting from the settlement of
transactions and from the translation at period-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in
profit or loss except when deferred in other comprehensive income as
qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash
equivalents are presented in the Consolidated Statement of Comprehensive
Income within 'finance income or costs'. All other foreign exchange gains and
losses are presented in profit or loss within 'administrative expenses'.

Translation of overseas operations

The assets and liabilities of foreign operations are translated to the Group's
presentation currency, Sterling, at foreign exchange rates prevailing at the
date of the statement of financial position. The revenues and expenses of
foreign operations are translated at an average rate for the year where this
rate approximates to the foreign exchange rates prevailing at the dates of the
transactions.

Exchange differences arising from this translation of foreign operations are
reported as an item of other comprehensive income and accumulated in the
currency reserve.

1.22 EARNINGS PER SHARE

Basic Earnings per share is calculated by dividing the profit for the year
attributable to the ordinary equity holders of the Parent Company by the
weighted average number of ordinary shares outstanding during the year.

Diluted Earnings per share is calculated by dividing the profit attributable
to ordinary equity holders of the Parent Company by the weighted average
number of ordinary shares that would be issued on conversion of all the
dilutive potential ordinary shares into ordinary shares. Details of the
calculations presented under this are given in note 14.

2. ADOPTION OF NEW AND REVISED STANDARDS AND CHANGES IN ACCOUNTING POLICIES

In the current year, the following new and revised standards and
interpretations have been adopted by the Group, but have no material impact on
its reported results or financial position;

·      IFRS S1 General Requirements for Disclosure of
Sustainability-related Financial Information;

·      IFRS S2 Climate-related Disclosures;

·      Classification of Liabilities as Current or Non-Current
(Amendments to IAS 1);

·      Lease Liability in a Sale and Leaseback (Amendments to IFRS 16);

·      Non-current Liabilities with Covenants (Amendments to IAS 1); and

·      Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

STANDARDS WHICH ARE IN ISSUE BUT NOT YET EFFECTIVE

At the date of authorisation of these financial statements, the following
standards and interpretations, which have not yet been applied in these
financial statements, were in issue but not yet effective (and in some cases
had not yet been adopted by the UK):

Effective 1 January 2025:

·      Lack of Exchangeability (Amendments to IAS 21)

·      Amendments to the SASB standards to enhance their international
applicability

Effective 1 January 2026:

·      Amendments IFRS 9 and IFRS 7 regarding the classification and
measurement of financial instruments

·      Annual Improvements to IFRS Accounting Standards - Volume 11

·      Contracts referencing Nature - dependent Electricity (Amendments
to IFRS 9 and IFRS 7)

Effective 1 January 2027:

·      IFRS 18 Presentation and Disclosures in Financial Statements

·      IFRS 19 Subsidiaries without Public Accountability: Disclosures

The adoption of all above standards is not expected to have any material
impact on the Group's financial statements.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

In the application of the company and 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.

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods.

The estimates and assumptions which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities are
outlined below.

CRITICAL JUDGEMENTS

Autonomous vehicles

The directors make a judgement as to the appropriate classification of each
autonomous vehicle constructed during a period. Where vehicles are constructed
for sale, autonomous vehicles are classified as inventory and are measured at
the lower of cost and estimated selling price less costs to complete and sell.
Where vehicles are intended for use on a continuing basis in the Group's
activities they are classified as tangible fixed assets and are measured at
depreciated cost and less impairment, if any.

In addition there are estimation uncertainties around determining labour and
overheads absorbed during the construction of vehicles as well as estimating
likely selling price less costs to complete and sell.

KEY SOURCES OF ESTIMATION UNCERTAINTY

Revenue and margin recognition

The Group recognises revenue from certain long-term contracts over time in
accordance with IFRS 15 - Revenue from Contracts with Customers, using the
input method based on costs incurred to date relative to total estimated
contract costs. This approach requires significant estimation and judgement,
particularly in assessing the areas of total contract costs, the measurement
of progress towards completion and the recovery of contract assets. Due to the
inherent uncertainty in estimating future costs and performance outcomes,
actual results may differ from those estimates. A significant increase in
total estimated costs or a decrease in expected recoveries may materially
impact revenue recognition and profit margins on affected contracts.

Useful lives and impairment of development costs

Development costs included within intangible fixed assets are amortised over
their estimated useful life of 10 years, once they are brought into use. The
selection of the estimated lives requires the exercise of management
judgement. Useful lives are regularly reviewed and should management's
assessment of useful lives shorten or increase then amortisation charges in
the financial statements would increase or decrease and carrying amounts of
the assets would change accordingly.

The Group is required to consider, on an annual basis, whether indications of
impairment relating to such assets exist and if so, perform an impairment
test. The recoverable amount is determined based on the higher of value in use
calculations or fair value less costs to sell. The use of value in use method
requires the estimation of future cash flows and the choice of a discount rate
in order to calculate the present value of the cash flows. The Directors are
satisfied that all recorded assets will be fully recovered from expected
future cash flows.

Capitalisation of development costs

As outlined in note 1.6, the Group recognises development costs as intangible
fixed assets, which are considered to meet the relevant capitalisation
criteria. The measurement of such costs and assessment of their eligibility in
line with the appropriate capitalisation criteria requires judgement and
estimation around the time spent by eligible staff on development,
expectations around the ability to generate future economic benefit in excess
of cost and the point at which technical feasibility is established. The costs
incurred on the intangible fixed assets were the key growth area for the
Group's admission to AIM which helps to justify the capitalisation and
demonstrates the Group's ability to capitalise these assets.

Going concern

As part of the going concern assessment, management has prepared detailed cash
flow forecasts for the period to June 2026. The preparation of these forecasts
requires the use of significant judgements and estimates, particularly in
relation to projected revenue streams, operating costs, working capital
requirements, and the timing of future cash inflows and outflows. These
estimates are inherently uncertain and sensitive to changes in economic
conditions, customer demand, and funding availability. Management has
considered a range of scenarios and mitigating actions, including access to
existing financing facilities and cost reduction strategies, in concluding
that the Group has sufficient resources to continue as a going concern. These
forecasts form the basis of the Directors' assessment that the going concern
basis of preparation remains appropriate.

INCREMENTAL BORROWING RATES APPLIED TO CALCULATE LEASE LIABILITIES

The Group has used the incremental borrowing rate to calculate the value of
the lease liabilities relating to its property lease liabilities recognised
under IFRS 16. The discount rate used reflects the estimated risks associated
with borrowing against similar assets by the Group, incorporating assumptions
for similar terms, security and funds at that time.

The carrying amounts of such liabilities is disclosed within note 24.

SHARE BASED PAYMENTS

Share options have been fair valued excluding implied exit probabilities. At
each reporting period end the Group makes an assessment of the likelihood of a
range of exit routes, including implied probabilities, dates and values for
each, and applies this to the outstanding share options yet to be exercised.
The share-based payment expense included in the Group Statement of
Comprehensive Income is then adjusted to reflect the straight-line expensing
of the underlying fair value through to expected exit.

4. REVENUE AND SEGMENTAL ANALYSIS

IFRS 8 'Operating Segments' requires operating segments to be identified on
the basis of internal reports of the Group that are regularly reviewed by the
Group's chief operating decision maker. The chief operating decision maker of
the Group is considered to be the Board of Directors. The Group has considered
the overriding core principles of IFRS 8 'Operating segments' as well as its
internal reporting framework, management and operating structure. The
conclusion is that the Group has two operating segments as follows:

·      Automotive components - the supply of electrical components for
use in the automotive sector and across other industrial applications, as well
as trim and design components.

·      Autonomous - the design, development and manufacture of
autonomous vehicles and associated autonomous design and consultancy services.

Where costs cannot be meaningfully allocated to either primary operating
segment, these are allocated as central costs and overheads.

The Group does not track its assets and liabilities by operating segment, and
as such no information is provided to the chief operating decision maker in
this respect. As such, no disclosure is provided of the segmental analysis of
assets and liabilities.

The revenues are allocated to the following operating segments:

                                        2024    2023
                                        £'000   £'000
 Revenue analysed by class of business
 Automotive components                  5,939   6,081
 Autonomous                             2,916   547
                                        8,855   6,628

For the majority of customer contracts, revenue is recognised at a point in
time when the single performance obligation is satisfied and the product is
sold to the customer. This is usually at the point that the customer has
signed for the delivery of the goods and the significant risks and rewards of
ownership of the goods has transferred to the customer. There were no volume
discounts in the current or prior year.

Some contracts for supply of autonomous vehicles involve a number of goods and
services which individually are not distinct and are therefore combined into a
bundle that is distinct. As such all of the goods and services promised in the
contract are a single performance obligation. The performance obligation is
settled over time and therefore revenue recognised over time using the input
method to measure progress and recognise revenue.

The Group presents the majority of its direct costs split on a reasonable
basis for the operating segments identified, with any non-allocated income and
costs presented within the central segment. The results are allocated to the
following operating segments:

                                Automotive
                                components  Autonomous  Central  Total
 Year ended 31 December 2024:   £'000       £'000       £'000    £'000
 Revenue                        5,939       2,916       -        8,855
 Cost of sales                  (4,770)     (448)       -        (5,218)
 Gross profit                   1,169       2,468       -        3,637
 Other operating income         -           750         -        750
 Expenditure                    -           -           (6,108)  (6,108)
 EBITDA                         1,169       3,218       (6,108)  (1,721)
 Depreciation and amortisation  -           (382)       (428)    (810)
 Operating profit/(loss)        1,169       2,836       (6,536)  (2,531)
 Interest receivable            -           -           63       63
 Finance costs                  -           -           (45)     (45)
 Profit/(loss) before tax       1,169       2,836       (6,518)  (2,513)

                                Automotive
                                components  Autonomous  Central  Total
 Year ended 31 December 2023:   £'000       £'000       £'000    £'000
 Revenue                        6,081       547         -        6,628
 Cost of sales                  (5,044)     (108)       -        (5,152)
 Gross profit                   1,037       439         -        1,476
 Other operating income         -           812         -        812
 Expenditure                    -           -           (5,757)  (5,757)
 EBITDA                         1,037       1,251       (5,757)  (3,469)
 Depreciation and amortisation  -           (294)       (274)    (568)
 Operating profit/(loss)        1,037       957         (6,031)  (4,037)
 Interest receivable            -           -           76       76
 Finance costs                  -           -           (46)     (46)
 Profit/(loss) before tax       1,037       957         (6,001)  (4,007)

Revenue from customers who individually accounted for more than 10% of total
Group revenue amounted to £6,152,220 (2023 - £5,022,000) from three
customers (2023 two customers), as follows:

             2024    2023
             £'000   £'000
 Customer 1  1,168   1,494
 Customer 2  2,941   3,528
 Customer 3  2,043   -
             6,152   5,022

Revenue from the two customers in 2024 and 2023 above is recognised in the
supply of automotive components segment. The Revenue from new customers in
2024 above is recognised in the autonomous segment.

                                          2024    2023
                                          £'000   £'000
 Revenue analysed by geographical market
 United Kingdom                           6,047   6,280
 Europe                                   538     7
 Rest of the World                        2,270   341
                                          8,855   6,628

5. OTHER OPERATING INCOME

                                              2024    2023
                                              £'000   £'000
 Government grants                            643     796
 Research and development expenditure credit  107     12
 Proceeds from sale of scrap metal            -       4
                                              750     812

Government grants comprise grant income of £643,000 (2023 - £796,000) in
relation to Innovate UK, Australian and Canadian equivalents, and UK local
government bodies.

The Group has recognised the following liabilities in relation to other grant
income:

                                                                         2024    2023
                                                                         £'000   £'000
 At 1 January                                                            3,488   3,659
 Value of grant income to which entitlement was established in the year  691     625
 Amounts recognised in other operating income during the year            (643)   (796)
 At 31 December                                                          3,536   3,488

Included in the above is deferred grant income due within one year of
£293,000 (2023 - £217,000), as detailed in note 26.

The release of deferred grant income is dependent on when amortisation of
development costs begins but there are no other external contingencies in
relation to recognising the grant income, except for the requirement to match
the associated amortisation expense.

6. OPERATING LOSS

Operating loss for the year is stated after charging/(crediting):

                                                      2024    2023
                                                      £'000   £'000
 Exchange losses                                      66      18
 Government grants                                    (750)   (796)
 Depreciation of property, plant and equipment        189     60
 Depreciation of right of use assets                  239     214
 Profit on disposal of property, plant and equipment  (29)    -
 Amortisation of intangible assets                    382     294
 Share-based payments                                 122     246
 Provision against inventories                        -       75

7. ALTERNATIVE PERFORMANCE MEASURES

The Directors have used an Alternative Performance Measure ("APM") in the
preparation of these financial statements. The Consolidated Income Statement
has presented Adjusted EBITDA, which represents Earnings Before Interest, Tax,
Depreciation, Amortisation, share based payment charges, and non-recurring
expenses.

The Directors have presented this APM because they feel it most suitably
represents the underlying performance and cash generation of the business, and
allows comparability between the current and comparative period in light of
the rapid changes in the business, and will allow an ongoing trend analysis of
this performance based on current plans for the business.

8. AUDITOR'S REMUNERATION

Fees payable to the company's auditor and associates:

                                                             2024    2023
                                                             £'000   £'000
 For audit services
 Audit of the financial statements of the Group and company  128     110

9. EMPLOYEES

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

                           2024    2023
                           Number  Number
 Executive Directors       4       3
 Production                38      30
 Research and development  36      27
 Sales                     9       11
 Administration            16      17
 Total                     103     88

 

The geographical analysis of these employees is:

                 2024    2023
                 Number  Number
 United Kingdom  90      76
 Canada          5       4
 Singapore       8       8
                 103     88

Their aggregate remuneration comprised:

                        2024    2023
                        £'000   £'000
 Wages and salaries     4,392   4,001
 Social security costs  487     373
 Pension costs          189     169
 Share Based Payments   122     246
                        5,190   4,789

In addition to the above, further employee costs (including directors) have
been incurred as part of (i) intangible development costs and (ii) autonomous
vehicles (property, plant and equipment) during the year, and are shown within
additions in notes 15 and 16 respectively. In the prior year, the only wage
costs capitalised pertained to intangibles. The total employment costs which
have been capitalised are:

                        2024    2023
                        £'000   £'000
 Wages and salaries     623     510
 Social security costs  68      57
 Pension costs          17      15
                        708     582

10. DIRECTORS' REMUNERATION

                                                                2024    2023
                                                                £'000   £'000
 Remuneration for qualifying services                           1,152   1,037
 Amounts receivable under long term incentive schemes           13      14
 Company pension contributions to defined contribution schemes  102     94
                                                                1,267   1,145

The number of directors for whom retirement benefits are accruing under
defined contribution schemes amounted to 4 (2023 - 3).

Remuneration disclosed above includes the following amounts paid to the
highest paid director:

                                                                                     2024    2023
                                                                                     £'000   £'000
 Remuneration for qualifying services                                                266     266
 Company pension contributions to defined contribution schemes                       41      41

During the year to 31 December 2024 the directors received remuneration as
follows:

                                              Share
                        Benefits in           option
                Salary  kind         Pension  expense  Total
                £'000   £'000        £'000    £'000    £'000
 Mr D Keene     255     11           41       -        307
 Mr G Keene     220     11           41       -        272
 Ms P Coates    50      -            -        -        50
 Mr A Cornish   120     -            -        -        120
 Mr J Elliott   50      -            -        -        50
 Mr L Girdwood  223     1            10       9        243
 Mr I Grubb     163     2            10       4        179
 Mr P Whiting*  46      -            -        -        46
                1,127   25           102      13       1,267

*       Peter Whiting was appointed as an Independent Non-Executive
Director, effective 1 February 2024.

 

During the year to 31 December 2023 the directors received remuneration as
follows:

                          Benefits in           Share option
                  Salary  kind         Pension  expense       Total
                  £'000   £'000        £'000    £'000         £'000
 Mr D Keene       250     16           41       -             307
 Mr G Keene       228     17           41       -             286
 Ms P Coates      50      -            -        -             50
 Mr A Cornish     120     -            -        -             120
 Mr J Elliott     50      -            -        -             50
 Mr L Girdwood**  139     -            -        1             140
 Mr I Grubb       165     2            12       13            192
                  1,002   35           94       14            1,145

**     Lewis Girdwood took on the role of Executive Director of Aviation
Technology on 1 December 2023, having been Non-Executive Director the rest of
the period.

11. FINANCE INCOME

                                            2024    2023
                                            £'000   £'000
 Interest income
 Bank interest received                     63      73
 Other interest income on financial assets  -       3
 Total interest revenue                     63      76

12. FINANCE COSTS

                                        2024    2023
                                        £'000   £'000
 Interest on bank overdrafts and loans  13      8
 Interest on lease liabilities          32      38
 Total interest expense                 45      46

All interest costs are on financial liabilities measured at amortised cost.

13. INCOME TAX EXPENSE

                                                       2024    2023
                                                       £'000   £'000
 Current tax
 UK corporation tax on profits for the current period  (59)    (169)
 Adjustments in respect of prior periods               -       18
 Total UK current tax                                  (59)    (151)
 Deferred tax
 Origination and reversal of temporary differences     -       70
 Adjustment in respect of prior periods                -       (9)
 Deferred tax on share-based payments charge           31      -
                                                       31      61
 Total tax (credit)                                    (28)    (90)

A deferred tax credit of £31k (2023: £62k) is recognised in  equity

The charge for the year can be reconciled to the loss per the income statement
as follows:

                                                                               2024     2023
                                                                               £'000    £'000
 Loss before taxation                                                          (2,513)  (4,007)
 Expected tax credit based on a corporation tax rate of 25.00% (2023: 23.52%)  (628)    (942)
 Effect of expenses not deductible in determining taxable profit               1        4
 Change in unrecognised deferred tax assets                                    542      734
 Adjustment in respect of prior years                                          -        18
 Depreciation on assets not qualifying for tax allowances                      -        1
 Research and development tax credit                                           145      185
 Deferred tax adjustments in respect of prior years                            -        9
 Tax losses not recognised on results of overseas subsidiaries                 -        96
 Other tax differences                                                         (2)      1
 Remeasurement of deferred tax for changes in tax rate                         -        (42)
 Additional deduction for R&D expenditure                                      (86)     (167)
 Acquisition of a subsidiary                                                   -        13
 Taxation credit for the year                                                  (28)     (90)

The UK corporation tax rate rose from 19% to 25% on 1 April 2023. In the
comparative year, the tax rate shown of 23.52% is a composite figure and
reflects that two different rates were applied during the prior year.

Deferred tax balances at the reporting date are therefore measured at 25%
(2023 - 25%), being the substantively enacted rate at the balance sheet date.

14. EARNINGS PER SHARE

                                                                            2024        2023
                                                                            Number      Number
 Number of shares
 Weighted average number of ordinary shares for basic earnings per share    46,146,704  42,177,356
 Effect of dilutive potential ordinary shares:
 - Weighted average number outstanding share options                        -           -
 Weighted average number of ordinary shares for diluted earnings per share  46,146,704  42,177,356

 

                                                2024     2023
                                                £'000    £'000
 Earnings
 Continuing operations
 Loss for the period from continued operations  (2,485)  (3,917)

 

                                               2024          2023
                                               £ per share   £ per share
 Earnings per share for continuing operations
 Basic earnings per share                      (0.05)        (0.09)
 Diluted earnings per share                    (0.05)        (0.09)

In the current year the Group incurred losses and as such has not presented
any dilutive shares in accordance with IAS 33 'Earnings per share'. The
diluted earnings per share is therefore the same as the basic earnings per
share.

The Group does have a number of share options, which have been issued during
the current year, that would dilute the earnings per share should the Group
become profitable. Details of the share options are given in note 28.

ADJUSTED EARNINGS PER SHARE

The Directors use adjusted earnings before exceptional costs share based
payment expenses, depreciation and amortisation. This creates an alternative
performance measure which the Directors believe reflects a fair estimate of
ongoing profitability and performance. The calculated Adjusted Earnings for
the current period of accounts is as follows:

                                                                            2024        2023
                                                                            Number      Number
 Number of shares
 Weighted average number of ordinary shares for basic earnings per share    46,146,704  42,177,356
 Effect of dilutive potential ordinary shares:
 - Weighted average number outstanding share options                        -           -
 - Convertible debt                                                         -           -
 Weighted average number of ordinary shares for diluted earnings per share  46,146,704  42,177,356

 

                                                             2024     2023
                                                             £'000    £'000
 Adjusted earnings
 Loss for the period from continued operations               (2,485)  (3,917)
 Adjusted for:
 Exceptional costs                                           -        -
 Share based payment expense                                 122      246
 Depreciation                                                429      274
 Amortisation                                                382      294
 Net finance costs                                           (18)     (30)
 Taxation                                                    (28)     (90)
 Adjusted earnings for basic and diluted earnings per share  (1,598)  (3,223)

 

                                               2024          2023
                                               £ per share   £ per share
 Earnings per share for continuing operations
 Basic earnings per share                      (0.03)        (0.08)
 Diluted earnings per share                    (0.03)        (0.08)

As the adjusted earnings per share still shows the Group incurring losses
during the current year, the dilutive shares have not been presented for the
adjusted earnings per share calculation also. The diluted earnings per share
is therefore the same as the basic earnings per share.

15. INTANGIBLE ASSETS

                                        Patents &      Development
                              Goodwill  licences       costs        Total
                              £'000     £'000          £'000        £'000
 Cost
 At 1 January 2023            -         96             5,486        5,582
 Additions                    202       52             813          1,067
 At 31 December 2023          202       148            6,299        6,649
 Additions                    -         52             801          853
 At 31 December 2024          202       200            7,100        7,502
 Amortisation and impairment
 At 1 January 2023            -         11             168          179
 Charge for the year          -         6              288          294
 At 31 December 2023          -         17             456          473
 Charge for the year          -         9              373          382
 At 31 December 2024          -         26             829          855
 Carrying amount
 At 31 December 2024          202       174            6,271        6,647
 At 31 December 2023          202       131            5,843        6,176
 At 31 December 2022          -         85             5,318        5,403

Development costs capitalised are in relation to the manufacture of autonomous
vehicles, some of which are not in commercial production yet and therefore not
currently being amortised. The autonomous vehicles which have been brought
into use are being amortised over their estimated useful life of 10 years. All
capitalised costs are associated with the cash generating units of 'automotive
components' and 'autonomous'.

The Directors prepare forecasts which show the projected growth of the
business and use of these assets, which forms a key part of the Group's future
strategy. The forecasts include an assessment of the likely commercialisation
of the technology based on current demand and anticipated market growth
strategies, profiled on a discounted cash flow basis. The Directors do not
consider that the impairment review shows sensitivity to any discounted
cashflow inputs.

During the prior year GB Wiring Systems Limited was acquired, creating
goodwill of £202k. There were no indicators of impairment at the year end.

16. PROPERTY, PLANT AND EQUIPMENT

                                                                                                        Right of
                                                                                              Right of  use
                                                                 Fixtures                     use       assets -
                                          Autonomous  Plant and  and                Motor     assets -  Motor
                                          vehicles    machinery  fittings  Tooling  vehicles  Property  vehicles  Total
                                          £'000       £'000      £'000     £'000    £'000     £'000     £'000     £'000
 Cost
 At 1 January 2023                        78          375        11        145      25        884       68        1,586
 Additions                                102         35         4         79       3         455       -         678
 Business combinations                    -           -          -         -        -         32        -         32
 Disposals                                -           -          -         -        -         (684)     -         (684)
 At 31 December 2023                      180         410        15        224      28        687       68        1,612
 Additions                                1,644       21         5         27       -         -         75        1,772
 Disposals                                -           (132)      -         (6)      -         -         (68)      (206)
 At 31 December 2024                      1,824       299        20        245      28        687       75        3,178
 Accumulated depreciation and impairment
 At 1 January 2023                        48          311        8         145      21        680       67        1,280
 Charge for the year                      13          31         1         10       4         214       1         274
 Eliminated on disposal                   -           -          -         -        -         (684)     -         (684)
 At 31 December 2023                      61          342        9         155      25        210       68        870
 Charge for the year                      130         32         2         23       2         223       16        428
 Eliminated on disposal                   -           (132)      -         (5)      -         -         (68)      (205)
 At 31 December 2024                      191         242        11        173      27        433       16        1,093
 Carrying amount
 At 31 December 2024                      1,633       57         9         72       1         254       59        2,085
 At 31 December 2023                      119         68         6         69       3         477       -         742
 At 31 December 2022                      30          64         3         -        4         204       1         306

Autonomous vehicles additions represents vehicles built in house and
transferred out of stock. The transfer balance includes £138,000 that was
included in stock as at 31 December 2023.

Leased assets are presented above as right of use assets. The right of use
assets are depreciated over the shorter of the asset's useful life and the
lease term, on a straight line basis. The property leases are discounted at
the Group's estimated incremental cost of borrowing at a rate of 5-9.24%. This
has been derived by using the average borrowing rate for the transportation
industry, which the Group is part of, and the average market rates for
property leases.

The motor vehicle leases are discounted at the Group's incremental cost of
borrowing at a rate of 6%, using the average borrowing rate for the
transportation industry, which the Group is part of, and the average market
rates for vehicle leases.

17. INVENTORIES

                   2024    2023
                   £'000   £'000
 Raw materials     736     1,072
 Work in progress  146     274
 Finished goods    184     363
                   1,066   1,709

The Group has recognised a total provision of £227,219 (2023: £151,548)
against its inventories.

18. CONTRACTS WITH CUSTOMERS

                                 2024      2023      2023
                                 Year end  Year end  Year start
                                 £'000     £'000     £'000
 Contracts in progress
 Contract assets                 975       -         -
 Contract liabilities (note 23)  (63)      -         -

During the year the company commenced sales which involve multiple performance
obligations. Revenue is recognised over time as performance obligations are
fulfilled, using the input method. The corresponding asset is recognised as a
'contract asset'. Please refer to note 4 for further details regarding revenue
recognition. The contract asset is expected to be fully recovered during the
year ended 31 December 2025.

19. TRADE AND OTHER RECEIVABLES

                                           2024    2023
                                           £'000   £'000
 Trade receivables                         1,044   1,857
 Expected credit loss provision (note 20)  (42)    (37)
                                           1,002   1,820
 VAT recoverable                           -       15
 Other receivables                         13      1
 Prepayments                               951     470
                                           1,966   2,306

20. TRADE RECEIVABLES - CREDIT RISK

FAIR VALUE OF TRADE RECEIVABLES

The directors consider that the carrying amount of trade and other receivables
is approximately equal to their fair value.

Expected credit loss assessment

                                             Balance  Loss allowance
 TRADE RECEIVABLES                           £'000    £'000
 2024
 Current                                     452      -
 Past due 0-30 days                          406      -
 Past due 31-60 days                         115      -
 Past due more than 60 days                  71       42
                                             1,044    42
                             Balance                  Loss allowance
 TRADE RECEIVABLES           £'000                    £'000
 2023
 Current                     1,660                    -
 Past due 0-30 days          120                      -
 Past due 31-60 days         7                        -
 Past due more than 60 days  70                       37
                             1,857                    37

The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade receivables.

Around 90% of sales made are self-billed by the customers. The average credit
period given on self-billed sales is 60 days from the self-billed date. For
other sales the average credit period given is 30 days. For autonomous sales
specific terms are agreed in advance. The Group has assessed that it has
little credit risk and anticipates that the majority of balances will be fully
recoverable.

The expected credit loss provision for impairment is considered based upon the
historic rate of bad debt write off for the historic trading of the Group.
There is limited established trading results for the autonomous sales
operating segment and hence no credit loss provision for impairment is
considered. However, sales are typically of high individual value with
customers who have very secure credit ratings, and therefore credit risk is
assessed to be minimal.

Overall, the total provision for impairment for all trade receivables, except
for any specific provisions required, has been assessed as immaterial and
therefore not recognised in the financial statements.

Movement in the allowances for doubtful debts

                                  2024    2023
                                  £'000   £'000
 Balance at 1 January             37      12
 Additional allowance recognised  5       25
 Balance at 31 December           42      37

21. BORROWINGS

                                     Current          Non-current
                                     2024     2023    2024         2023
                                     £'000    £'000   £'000        £'000
 Borrowings held at amortised cost:
 Bank loans                          25       30      -            25

The Group's borrowings are received under the Coronavirus Business
Interruption Loan Scheme ("CBILS") on which undiscounted amounts of £25,000
(2023 - £55,000) are due, and which has an interest rate of 12.1%. The Group
was entitled to a Business Interruption Payment for the first 12 months up to
a capped amount to cover payments of the interest.

22. FINANCIAL INSTRUMENTS

The Group has exposure to the following risks arising from financial
instruments:

•     foreign currency risk;

•     interest risk;

•     market risk;

•     credit risk; and

•     liquidity risk

The Group is not exposed to any material interest rate risk due to its
borrowings being on fixed terms.

The Group's Chief Financial Officer, working alongside the rest of the Board
maintain liquidity and credit risk and manages relations with the Group's
bankers.

FOREIGN CURRENCY RISK

The UK company holds a Euro and US Dollar bank account therefore providing a
natural hedge against a certain element of overseas transactions. The
Australian, Canadian and Singaporean subsidiaries hold local currency bank
accounts. There are no other hedging arrangements in place.

The carrying amounts of the Group's foreign currency denominated monetary
assets and liabilities at the reporting date are as follows:

                                                   Canadian  Australian  Singapore
                               Euros   US Dollars  Dollars   Dollars     Dollars    Sterling  Total
 Year ended 31 December 2024:  £'000   £'000       £'000     £'000       £'000      £'000     £'000
 Trade and other receivables   201     14          10        -           127        665       1,017
 Cash and cash equivalents     153     14          47        -           143        2,729     3,086
 Trade and other payables      (229)   -           (22)      -           (19)       (1,738)   (2,008)
 Borrowings                    -       -           -         -           -          (25)      (25)
 Leases                        -       -           -         -           -          (337)     (337)
                               125     28          35        -           251        1,294     1,733

 

                                                   Canadian  Australian  Singapore
                               Euros   US Dollars  Dollars   Dollars     Dollars    Sterling  Total
 Year ended 31 December 2023:  £'000   £'000       £'000     £'000       £'000      £'000     £'000
 Trade and other receivables   460     4           1         -           73         1,283     1,821
 Cash and cash equivalents     190     18          49        -           31         3,174     3,462
 Trade and other payables      (110)   (5)         (15)      -           (7)        (1,389)   (1,526)
 Borrowings                    -       -           -         -           -          (55)      (55)
 Leases                        -       -           -         -           -          (500)     (500)
                               540     17          35        -           97         2,513     3,202

Whilst the Group takes steps to minimise its exposure to foreign exchange
risk, changes in foreign exchange rates will have an impact on profit.

The Group's foreign exchange risk is dependent predominantly on the movement
in Singapore dollars to sterling exchange rate (2023: dependent predominantly
on the movement in Euros to sterling exchange rate). The effect of a 5%
strengthening in the Singapore dollar against sterling at the reporting date
on the Singapore dollar denominated financial assets and liabilities at the
year end would, all other variables being held constant, have resulted in a
decrease in the post-tax profit for the year of £50,000 (2023 - £27,000
based on Euro). A 5% weakening in the exchange rate would, on the same basis,
would have increased post-tax profit by £50,000 (2023 - £27,000 based on
Euro).

The Group is exposed to foreign exchange risk from the other currencies
detailed in the table above, but all such risks are trivial due to the low
value of underlying financial assets and liabilities involved.

MARKET RISK

Market risk is the risk that changes in market prices, such as foreign
exchange rates, interest rates and equity prices will affect the Company's
income or the value of its holdings of financial instruments. The Group is
exposed to market risk through its use of financial instruments.

Capital management

Capital is typically cash or liquid assets held or obtained by the Group for
expenditures. The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to provide returns
for shareholders and other stakeholders. The Group manages the capital
structure, being cash and cash equivalents and reinvestment of a proportion of
profits generated, and makes changes in light of movements in economic
conditions. In order to maintain or adjust the capital structure, the Group
may adjust its borrowings and investment decisions.

The carrying amount of financial instruments is shown below:

                                              2024    2023
                                              £'000   £'000
 Carrying amount of financial assets
 Debt instruments measured at amortised cost  1,017   1,821
 Cash and cash equivalents                    3,086   3,462
                                              4,103   5,283
 Carrying amount of financial liabilities
 Measured at amortised cost                   2,370   2,080
                                              2,370   2,080

CREDIT RISK

Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group's receivables from
customers.

The carrying amounts of financial assets held at amortised cost represent the
maximum credit exposure. The Group has a small number of high value blue chip
customers and therefore does not consider credit risk to be significant. For
new smaller customers the usual process involves the requirement of the
customer to pay in advance for first order(s) (note 20).

The Group is not exposed to any significant credit risk in relation to any
single counterparty or group or counterparties having similar characteristics.

As at the year end, approximately 57% of trade receivables are held with 2
individual parties, whose credit ratings are BA2 and CCC-. Although there is
concentration of risk, the external credit rating of the customers suggests
the credit risk the Group is exposed to is moderate.

                             2024    2023
                             £'000   £'000
 Not credit-impaired
 External credit ratings A1  3,040   3,412
 External credit ratings A3  46      50
                             3,086   3,462

LIQUIDITY RISK

Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. The Group manages its liquidity by
forecasting cash inflows and outflows on a daily basis. The Group's objective
when managing liquidity is to ensure, as far as possible, that it will have
sufficient liquidity to meet its liabilities when they are due, under both
normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Group's reputation. The contractual maturity of
financial liabilities is outlined below.

The undiscounted contractual maturity analysis for the Group financial
instruments is shown below. The maturity analysis reflects the contractual
undiscounted cashflows, including future interest charges, which may differ
from the carrying value of the liabilities as at the reporting date.

                               Demand and             From
                               less than   From 3 to  12 months   From 2      More than
                               3 months    12 months  to 2 years  to 5 years  5 years    Total
 Year ended 31 December 2024:  £'000       £'000      £'000       £'000       £'000      £'000
 Financial assets
 Trade and other receivables   1,017       -          -           -           -          1,017
 Cash and cash equivalents     3,086       -          -           -           -          3,086
                               4,103       -          -           -           -          4,103
 Financial liabilities
 Trade and other payables      2,008       -          -           -           -          2,008
 Borrowings                    8           17         -           -           -          25
 Leases                        71          206        67          10          -          354
                               2,087       223        67          10          -          2,387

 

                               Demand and             From
                               less than   From 3 to  12 months   From 2      More than
                               3 months    12 months  to 2 years  to 5 years  5 years    Total
 Year ended 31 December 2023:  £'000       £'000      £'000       £'000       £'000      £'000
 Financial assets
 Trade and other receivables   1,761       60         -           -           -          1,821
 Cash and cash equivalents     3,462       -          -           -           -          3,462
                               5,223       60         -           -           -          5,283
 Financial liabilities
 Trade and other payables      1,476       50         -           -           -          1,526
 Borrowings                    10          30         33          -           -          73
 Leases                        63          189        251         41          -          544
                               1,549       269        283         41          -          2,143

 

The maturity gap analysis on the Group's financial assets and liabilities is
as follows:

                         Demand and             From
                         less than   From 3 to  12 months   From 2      More than
                         3 months    12 months  to 2 years  to 5 years  5 years    Total
                         £'000       £'000      £'000       £'000       £'000      £'000
 Liquidity gap
 As at 31 December 2024  2,016       (223)      (67)        (10)        -          1,716
 As at 31 December 2023  3,168       (209)      (284)       (41)        -          2,634

23. TRADE AND OTHER PAYABLES

                                     2024    2023
                                     £'000   £'000
 Trade payables                      1,278   1,022
 Contract liabilities (note 18)      63      -
 Accruals                            721     445
 Deferred consideration              -       50
 Social security and other taxation  250     292
 Other payables                      7       9
                                     2,319   1,818

The Directors consider that the carrying amount of trade payables approximates
to their fair value.

24. LEASE LIABILITIES

                                                2024    2023
 Maturity analysis                              £'000   £'000
 Within one year                                276     252
 In two to five years                           77      292
 Total undiscounted liabilities                 353     544
 Future finance charges and other adjustments   (16)    (44)
 Lease liabilities in the financial statements  337     500

Lease liabilities are classified based on the amounts that are expected to be
settled within the next 12 months and after more than 12 months from the
reporting date, as follows:

                          2024    2023
                          £'000   £'000
 Current liabilities      262     216
 Non-current liabilities  75      284
                          337     500

 

                                                              2024    2023
 Amounts recognised in profit or loss include the following:  £'000   £'000
 Interest on lease liabilities                                32      38

The Group's right of use asset additions and depreciation charge recognised on
leases in the year is shown in note 16, and interest expense in note 12. The
total cash outflows in the year are explained in the Statement of Cash Flows
and associated note.

25. DEFERRED TAXATION

The following are the major deferred tax liabilities and assets recognised by
the group and movements thereon during the current and prior reporting period.

                                         Accelerated  Capitalised  Retirement   Share
                                         capital      development  benefit      based     Tax
                                         allowances   costs        obligations  payments  losses  Total
                                         £'000        £'000        £'000        £'000     £'000   £'000
 Liability at 1 January 2023             21           625          -            -         -       646
 Asset at 1 January 2023                 -            -            (5)          (64)      (577)   (646)
 Deferred tax movements in prior year
 Charge/(credit) to profit or loss       223          -            -            -         (161)   62
 Credit direct to equity                 -            -            -            (62)      -       (62)
 Liability at 1 January 2024             244          625          -            -         -       869
 Asset at 1 January 2024                 -            -            (5)          (126)     (738)   (869)
 Deferred tax movements in current year
 Charge/(credit) to profit or loss       (791)        962          5            29        (174)   31
 Credit direct to equity                 -            -            -            (31)      -       (31)
 Liability at 31 December 2024           -            1,588        -            -         -       1,588
 Asset at 31 December 2024               (547)        -            -            (128)     (913)   (1,588)

There is an un-recognised deferred tax asset in relation to the Parent Company
losses of approximately £987,000 (2023 - £104,000). On a consolidated basis,
there is an un-recognised deferrred tax asset in relation to the Group losses
of approximately £1,133,000 (2023 - £734,000), in relation to unrecognised
losses of approximately £4,531,000 (2023 - £2,396,000). The asset has not
been recognised as there is not sufficient certainty around the timing and use
of these losses.

26. DEFERRED GRANT INCOME

                                          2024    2023
                                          £'000   £'000
 Arising from government grants (note 5)  3,536   3,488

Deferred revenues are classified based on the amounts that are expected to be
settled within the next 12 months and after more than 12 months from the
reporting date, as follows:

                          2024    2023
                          £'000   £'000
 Current liabilities      293     217
 Non-current liabilities  3,243   3,271
                          3,536   3,488

Details of the terms associated with deferred grant income are provided in
note 5.

27. RETIREMENT BENEFIT SCHEMES

                                                                               2024    2023
 Defined contribution schemes                                                  £'000   £'000
 Charge to profit or loss in respect of defined contribution schemes (note 9)  189     169

The Group operates a defined contribution pension scheme for all qualifying
employees. The assets of the scheme are held separately from those of the
Group in an independently administered fund.

At the year end the pension scheme liability was £26,000 (2023 - £18,000).

28. SHARE-BASED PAYMENTS

                                  Number of share options     Average exercise price
                                  2024          2023          2024          2023

             £'000
                                                              £'000
 Outstanding at 1 January 2024    1,802,234     1,666,664     0.24          0.24
 Granted in the period            148,638       209,587       0.86          0.94
 Forfeited in the period          (33,149)      (39,799)      0.94          0.98
 Exercised in the period          (32,993)      (34,218)      0.33          0.24
 Outstanding at 31 December 2024  1,884,730     1,802,234     0.34          0.30
 Exercisable at 31 December 2024  1,050,150     791,507       0.28          0.24

Options granted during the year

There were three options granted in the year on 10 January 2024, 10 July 2024
and 23 July 2024. The total fair values of the options on the measurment date
were £22,000, £8,000 and £5,000 repsectively. Fair value was measured using
Black-Scholes model.

                                                             2024           2023
 Grant date                                                  Jan, Jul       Feb, Aug, Dec
 Weighted average fair value                                 As above       As above
 Inputs for model:
 - Weighted average share price                              0.78 - 0.90    1.05 - 1.33
 - Weighted average exercise price                           0.78 - 0.90    0.24 - 1.33
 - Expected volatility                             39.74% - 46.02%          42.96% - 52.55%
 - Expected life                                             0-3 years      0 - 3 years
 - Risk free rate                                            3.78% - 4.90%  3.66% - 5.02%
 - Expected dividends yields                                 0%             0%
                                                             2024           2023
 Expenses                                                    £'000          £'000
 Related to equity settled share based payments              122            246

29. SHARE CAPITAL

                                  2024        2023        2024    2023
 Ordinary share capital           Number      Number      £'000   £'000
 Issued and fully paid
 Ordinary shares of £0.002 each   53,804,678  45,817,140  107     91

On 17 December 2024 the Company raised £3,500,000 (net of transaction costs)
by way of placing 7,954,545 Ordinary shares of £0.002 each.

Events after the reporting date

On 8 January 2025, Aurrigo International Plc undertook a capital raise and
allotted 3,977,273 £0.002 Ordinary Shares on 8 January 2025 for £0.44 per
share.

 Reconciliation of movements during the year:  Number
 At 1 January 2024                             45,817,140
 Issue of fully paid shares                    7,954,545
 Share options exercised                       32,993
 At 31 December 2024                           53,804,678

Reserves of the Company represent the following:

Share capital - Shares in the Company held by Shareholders.

Retained earnings - Retained earnings represent cumulative net gains and
losses recognised in the Statement of Comprehensive Income.

Share option reserve - the cumulative charge for share based payments, less
amounts subsequently exercised or cancelled.

30. SHARE PREMIUM ACCOUNT

                                     2024    2023
                                     £'000   £'000
 At the beginning of the year        10,927  7,103
 Issue of new shares                 3,485   4,117
 Share option exercised              10      -
 Costs of issue set against premium  (315)   (293)
 At the end of the year              14,107  10,927

31. SHARE OPTION RESERVE

                               2024    2023
                               £'000   £'000
 At the beginning of the year  383     143
 Additions                     122     246
 Share options exercised       (6)     (6)
 At the end of the year        499     383

32. COMMITMENTS AND CONTINGENT LIABILITIES

The Group has no commitments or contingent liabilities at either the current
or prior year end.

33. RELATED PARTY TRANSACTIONS

Remuneration of key management personnel

The remuneration of key management personnel, including directors, is set out
below in aggregate for each of the categories specified in IAS 24 Related
Party Disclosures.

                               2024    2023
                               £'000   £'000
 Short-term employee benefits  1,892   1,871
 Post-employment benefits      142     127
                               2,034   1,998

Included within the above are share-based payment costs of £40,000 (2023 -
£93,000), in respect of 721,000 (2023 - 882,000) vested and vesting share
options which were granted in favour of key management personnel.

34. SUBSIDIARIES

Details of the company's subsidiaries at 31 December 2024 are as follows:

                                                                                                                                         Class of     % Held
 Name of undertaking                      Registered office       Principal activities                                                   shares held  Direct Indirect
 Richmond Design & Marketing Limited      England and Wales((1))  Manufacture and sale of electronic components and autonomous vehicles  Ordinary     -         100.00
 D G Automotive Limited                   England and Wales((1))  Dormant                                                                Ordinary     100.00    -
 RDM Meditec Limited                      England and Wales((1))  Dormant                                                                Ordinary     100.00    -
 RDM Trustee Limited                      England and Wales((1))  Dormant                                                                Ordinary     100.00    -
 RDM Automotive Limited                   England and Wales((1))  Dormant                                                                Ordinary     100.00    -
 Aurrigo Limited                          England and Wales((1))  Dormant                                                                Ordinary     100.00    -
 RDM Telematics Limited                   England and Wales((1))  Dormant                                                                Ordinary     -         100.00
 Aurrigo Canada Limited                   Canada((2))             Promotion of the sale of autonomous vehicles                           Ordinary     -         100.00
 Aurrigo PTE. Ltd                         Singapore((3))          Provision of autonomous simulation, demonstration and vehicles         Ordinary     -         100.00
 Aurrigo LLC                              USA((4))                Dormant                                                                Ordinary     -         100.00
 Aurrigo Pty Ltd                          Australia((5))          Promotion of the sale of autonomous vehicles                           Ordinary     -         100.00

The registered office addresses of the subsidiaries is as follows:

((1)       ) 33 Bilton Industrial Estate, Humber Avenue, Coventry, CV3
1JL.

((2)       ) 350 Legget Drive,Suite 100 Ottawa, ON K2K 2W7, Canada.

((3)       ) 133 Cecil Street, #14-01 Keck Seng Tower, Singapore
069535.

((4)       ) 10370 Richmond Avenue, Suite 475, Houston, TX, 77042, USA.

((5)       ) 1284 South Road, Tonsley 5042 AU.

In the prior year, the Group acquired a new subsidary, GB Wiring Systemts
Limited. The trade and assets were subsequently transferred to Richmond Design
& Marketing Limited during the year ended 31 December 2024. GB Wiring
Systems Limited will be dissolved in 2025. The goodwill arising on acquisition
of GB Wiring Systems Limited remains an asset of the Group after the
reorganisation.

35. NOTE TO THE STATEMENT OF CASH FLOWS

Changes in liabilities arising from financing activities

The table below details changes in the Group's liabilities arising from
financing activities, including both cash and non-cash changes. Liabilities
arising from financing activities are those for which cash flows were, or
future cash flows will be, classified in the Group's Consolidated Statement of
Cash Flows as cash flows from financing activities.

                    At 1                                               At
                    January                          Interest          31 December
                    2024     Cash flows  New leases  charged   Other   2024
                    £'000    £'000       £'000       £'000     £'000   £'000
 Bank loans         55       (43)        -           13        -       25
 Lease liabilities  500      (270)       75          32        -       337
                    555      (313)       75          45        -       362

                    At 1                                               At 31
                    January                          Interest          December
                    2023     Cash flows  New leases  charged   Other*  2023
                    £'000    £'000       £'000       £'000     £'000   £'000
 Bank loans         85       (38)        -           8         -       55
 Lease liabilities  211      (236)       455         38        32      500
                    296      (274)       455         46        32      555

*       Relates to lease liabilities acquired as part of a business
combination in the prior year.

36. EMPLOYEES

Company

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

                          2024    2023
                          Number  Number
 Executive Directors      4       3
 Non-executive Directors  4       4
 Total                    8       7

Their aggregate remuneration comprised:

                        2024    2023
                        £'000   £'000
 Wages and salaries     1,127   1,002
 Social security costs  149     137
 Pension costs          102     94
                        1,378   1,233

37. INVESTMENTS

Company

                                    Non-current
                              2024  2023
                              £     £
 Investments in subsidiaries  521   399

Investment in subsidiary undertakings

Details of the company's principal operating subsidiaries are included in note
34.

Movements in non-current investments

                                          Shares in     Loans to
                                          subsidiaries  subsidiaries  Total
                                          £'000         £'000         £'000
 Cost or valuation
 At 1 January 2024                        10            389           399
 Share based payment charges              -             122           122
 At 31 December 2024                      10            511           521
 Carrying amount
 At 31 December 2024                      10            511           521
 At 31 December 2023                      10            389           399

 38. TRADE AND OTHER RECEIVABLES
                                                        2024          2023
 Company                                                £             £
 Trade receivables                                      -             93
 Amounts owed by subsidiary undertakings                11,785        8,083
 Other receivables                                      3             -
 Prepayments and accrued income                         178           41
                                                        11,966        8,217

Amounts owed by subsidiary undertakings are not subject to a formal loan
agreement, are interest free and hence treated as repayable upon demand.

39. CURRENT LIABILITIES

                                      2024  2023
 Company                       Notes  £     £
 Trade and other payables      40     344   197
 Taxation and social security         119   155
                                      463   352

40. TRADE AND OTHER PAYABLES

                                     Current
                                     2024     2023
 Company                             £        £
 Trade payables                      169      66
 Accruals                            175      131
 Social security and other taxation  119      155
                                     463      352

41. SHARE CAPITAL COMPANY

Refer to note 29 of the Group financial statements.

42. SHARE PREMIUM ACCOUNT COMPANY

The company information for share premium is the same as the Group information
and is shown in note 30.

43. SHARE-BASED PAYMENTS COMPANY

The company information for share-based payments is the same as the Group
information and is shown in note 28.

 

COMPANY INFORMATION

 Directors          Mr. G Keene
                    Mr. D Keene
                    Ms. P Coates    (Appointed 9 September 2023)
                    Mr. A Cornish   (Appointed 9 September 2023)
                    Mr. J Elliott   (Appointed 9 September 2023)
                    Mr. L Girdwood  (Appointed 9 September 2023)
                    Mr. I Grubb     (Appointed 1 May 2023)
                    Mr. P Whiting   (Appointed 1 February 2024)

 Secretary          SWA Governance LTD

 Company number     05546181

 Registered office  33 Bilton Industrial Estate
                    Humber Avenue
                    Coventry
                    United Kingdom
                    CV3 1JL

 Auditor            BDO LLP
                    Two Snowhill
                    Birmingham
                    B4 6GA

 

 1  SITA | 2024 SITA Baggage IT Insights
(https://www.sita.aero/resources/surveys-reports/sita-baggage-it-insights-2024/)

 2  Ground Handling - How AI is reshaping the aviation industry

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