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

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RNS Number : 9159G  Aurrigo International PLC  04 June 2026

4 June 2026

Aurrigo International plc

("Aurrigo" or the "Company")

Full Year Results for Year Ended 31 December 2025 and Notice of AGM

Aurrigo International plc (AIM: AURR), a leading international provider of
fully autonomous vehicles, autonomy software, mobile robotics platforms and
high-end, low-volume automotive technology, reports its full year results for
the year ended 31 December 2025.

Financial highlights

 ·         Revenue of £8.0m (FY24: £8.9m), ahead of revised expectations announced in
           August 2025 despite a volatile trading backdrop.
 ·         Autonomous division revenues of £2.6m (FY24: £2.9m), with programme
           milestones moving into FY26 as customer deployments progressed into
           increasingly complex phases.
 ·         Automotive division delivered revenues of £5.4m (FY24: £5.9m), reflecting
           strong H2 recovery and demonstrating the strength of long-standing OEM
           customer relationships.
 ·         Adjusted EBITDA (see note 7) loss of £3.0m (FY24: £1.6m), in line with
           expectations, reflecting improved gross margins and continued investment in
           international scaling, engineering capability and operational infrastructure.
 ·         Strong balance sheet with year-end net cash of £11.5m (FY24: £3.1m),
           following successful equity raises totalling £13.8m net during the year,
           positioning the Group well to execute its next phase of growth.

 

Operational highlights

 ·         Strong strategic and operational progress made across the Autonomous division
           as airport programmes advanced from proof-of-concept activity toward larger
           scale operational deployment.
           o  Delivery of Auto-Cargo®, Aurrigo's largest autonomous aviation vehicle to
           date.
           o  Strategic partnership signed with Swissport International AG, including a
           six-month trial at Zurich Airport, providing access to a network of more than
           270 airports globally.
           o  Progress continued at Amsterdam Airport Schiphol, where Auto-DollyTug®
           and Auto-Sim® solutions were formally recommended to Aviation Solutions B.V.,
           supporting access to a network of 60+ airports.
           o  Continued advancement of software, strengthening the Group's ability with
           mission-critical airport infrastructure and increasing barriers to entry.
 ·         Automotive division remained a resilient foundation for the Group,
           successfully navigating temporary customer disruption before recovering
           strongly in the second half.

 

Post-period end and current trading

 ·         Launch of the Group's international Hub strategy post-period end, establishing
           regional delivery and deployment capability across key global markets
           including Coventry, Cincinnati, Singapore/Malaysia, Dubai and Amsterdam.
 ·         Secured largest autonomous vehicle order in the Group's history with a £6.28m
           contract awarded by Ultra Global Limited for the design and manufacture of 25
           autonomous guided vehicles for airport and passenger transit applications in
           the UK.
 ·         Awarded a three-year £4.5m framework agreement within the Automotive division
           to supply high-performance electrical systems for a next-generation supercar
           programme.
 ·         Trading in the new financial year has started positively with pipeline
           activity and tender engagement continuing to build across target markets.

 

Prof. David Keene MBE, CEO of Aurrigo International, commented: "FY25 was
another strong year of progress for Aurrigo as we continued to scale the
business internationally and advance our autonomous solutions into
increasingly complex operational environments. During the year we expanded our
Autonomous presence across key global markets, strengthened strategic
partnerships and continued to build the operational capability required to
support larger scale deployment. Building on this progress, post-period end we
launched our international Hub strategy, establishing regional delivery and
deployment capability across our key markets. The industry is moving forward
quickly and we're seeing increasing interest from airports looking at how
automation can improve their operations.

 

"Automotive again demonstrated the resilience of the division and the strength
of its customer relationships, recovering well during the second half and
securing an important new contract post-period end. With growing commercial
momentum, an expanding pipeline, a clear international growth strategy and a
strengthened balance sheet, we believe Aurrigo is well positioned as airports
increasingly move beyond trials and toward the long-term deployment of
autonomous solutions."

 

Notice of Investor Presentation

 

David Keene, Chief Executive Officer, will host a presentation and Q&A
relating to the Company's results at 3:00pm on Monday 8 June 2026.

 

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 30 June 2026 at Aurrigo's offices at Power Park, 2 Woodhams Road, Siskin
Drive, Coventry, CV3 4FJ at 10:00am.

 

The Annual Report and Accounts for the year ended 31 December 2025, together
with the notice of the Annual General Meeting will be available to download
from the Company's website
at https://investors.aurrigo.com/shareholder-documents
(https://investors.aurrigo.com/shareholder-documents) and will be posted today
to those shareholders who have elected to receive a hard copy.

 

Investor Hub

For more information and the chance to have your questions directly answered
by the management team, please head to our interactive investor hub via:
https://investors.aurrigo.com/link/rDEgpP
(https://investors.aurrigo.com/link/rDEgpP)

 

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 Joint Broker)  +44 (0)20 7523 8000

 Adam James

 Harry Pardoe

 George Grainger

 VSA Capital Limited (Joint Broker)                      +44 (0)20 3005 5000

 Andrew Monk

 Andrew Raca

 Brian Wong
 Alma Strategic Communications                           +44(0)20 3405 0205

 Hilary Buchanan

 Caroline Forde

 Louisa El-Ahwal

 Cucumber PR                                             +44 (0)78 1260 0271

 Russ Cockburn

 

Notes to Editors:

 

Aurrigo International plc (AURR LN) is a UK based developer and producer of
autonomy software, fully autonomous vehicles and mobile robotics platforms.
Aurrigo's first application is autonomous airport Ground Support Equipment
(GSE) designed to move cargo, baggage and people between terminals, baggage
halls and airside next to aircraft. Thus, transforming operations that are
manually intensive improving safety, operational efficiencies and meeting
sustainability targets, while navigating growing passenger volumes, rising
costs and increasing labour shortages.

 

Aurrigo's autonomy software and controls, designed to operate in safety,
security sensitive and harsh environments, have an opportunity to transform
airside logistics and bring autonomy to wider markets.

 

Headquartered in Coventry, UK with offices in Singapore, Cincinnati and
Ottawa, the Group has a 33-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 - Strategic Delivery

 

This has been a year of continued progress for Aurrigo, achieved against a
backdrop of elevated macroeconomic volatility. The Group has advanced the next
phase of its autonomous airport programmes, each of which has required
increasing levels of technical and operational sophistication. This has
underpinned another year of widening market penetration in the Autonomous
division, alongside a resilient Automotive performance that reinforces the
strength and durability of our longstanding customer relationships.

 

Review of 2025 - Building Blocks for the Future

 

FY25 was characterised by a series of important milestones across the
business, each contributing to the strengthening of Aurrigo's long-term
position and prospects. Progress made during the year reflects the cumulative
impact of years of investment in technology, partnerships and capability, and
places the Group on a strong footing for the next phase of growth.

 

A key highlight of the year has been the advancement of major global
Autonomous projects and the establishment of new strategic partnerships. The
broadening and deepening of relationships with leading innovators, including
Aviation Solutions B.V., Swissport, Teesside and long-standing airport
partners, has significantly expanded Aurrigo's geographical footprint. As a
result, vehicles are now deployed across a growing number of locations in
North America, APAC, UK and Europe, with this expansion reflecting both rising
customer interest and the Group's increasing capability to deliver and support
autonomous solutions at scale on a global basis.

 

Innovation and technology advancement progressed at pace as vehicles moved
into increasingly complex real-world deployments. The launch of Auto-Cargo®
marked a significant expansion of the Group's autonomous offering into the
large air cargo market, while advancements across software and systems
capabilities further widened the competitive gap. In particular, proven
capability in interfacing with mission-critical airport systems at some of the
world's busiest airports, together with strengthened cyber security, has been
instrumental in advancing programmes towards operational deployment, with
these capabilities critical to customer decision-making and representing a
clear and sustainable competitive advantage.

 

In Automotive, the Group demonstrated the strength of its long-standing
customer relationships by supporting key partners through periods of
disruption, including the impact of US tariffs and customer-specific
operational challenges. Aurrigo's ability to respond quickly and effectively
helped restore operations at pace, and, as anticipated, activity levels
increased during the second half of the year, with the full-year outturn
proving more resilient than the revised expectations announced in August.

 

Investing in our People

 

The Group continued to invest in its people, growing the workforce to 112
employees and further diversifying its geographic footprint with teams
established in the UK, North America and South East Asia. I would like to
thank all our employees for their commitment, expertise and belief in
Aurrigo's mission. Their contribution remains central to the Group's progress.

 

A Strong and Disciplined Financial Position

 

The Company ends the year in a strong cash position following continued
shareholder support. Total equity raised during the year was £15.9 million,
comprising the £1.8 million January placing announced in December 2024 and an
oversubscribed £14.1 million Placing in September anchored by strategic
investor Next Gen Mobility. Together these raises enhance the Group's
flexibility to accelerate delivery of strategic priorities while maintaining a
disciplined and prudent approach to investment. I would like to thank existing
shareholders for their ongoing support and welcome new shareholders to the
register.

 

Governance

 

As previously announced, Executive Director Lewis Girdwood retired from the
Board during the year, following significant contribution since the Group's
IPO in 2022. The Board continues to give active consideration to its
composition and succession planning to support the Group's next phase of
growth.

 

Sustainability - Scaling Responsibly

 

As Aurrigo expands its operational and international footprint, the Group
remains committed to scaling responsibly. This includes maintaining high
standards of governance, safety and cyber security, alongside a focus on
sustainability. The ESG Committee continues to progress the Group's ESG
roadmap and monitor key performance indicators aligned to our broader
sustainability strategy.

 

The growth of the Autonomous division is also contributing to improved
environmental outcomes within airports and transportation, through increased
efficiency, reduced emissions and optimised vehicle utilisation. The
contribution of the Group's technology to airport decarbonisation was
externally recognised post year end with the award of an MBE to CEO David
Keene for services to the decarbonisation of airports.

 

As deployments continue to scale across global airport environments, the Group
is building an expanding evidence base to measure the environmental benefits
of its solutions. Over time, this data will further demonstrate the
environmental and operational advantages that our technologies can deliver.

 

Outlook - On the Cusp of Industry Transformation

 

Looking ahead, the Group remains focused on progressing existing programmes,
transitioning customers from proof-of-concept into operational deployment, and
accelerating delivery through its Hub-based strategy launched at period end.
This approach is expected to enhance customer adoption, improve delivery
efficiency and support expansion into new geographies.

 

Aviation infrastructure is entering a period of unprecedented transformation,
and airports of the future will look fundamentally different from today.
Aurrigo is well positioned to be part of that change, having demonstrated
since IPO and particularly in FY25 the capability, resilience and ambition to
navigate the challenges of scaling disruptive technology.

 

While the challenges associated with scaling disruptive technology should not
be underestimated, the Board remains confident in the Group's trajectory and
the significant market opportunity ahead.

 

Andrew Cornish

Non-Executive Chair

 

 

 

CEO Statement

Introduction - Operational Review

2025 was an important year for Aurrigo, marked by continued operational and
strategic progress. During the year we deepened our relationships with major
airport partners, successfully managed disruption in the Automotive division,
and strengthened our balance sheet. Despite a challenging external
environment, we stayed focused on execution and delivered against our
strategy, a testament to the quality of our people, the strength of our
customer relationships and the growing maturity of our technology.

In the Autonomous division, we made real progress in getting our technology
ready for scale-up deployment. We tested our solutions in live airport
environments and worked closely with customers and partners to prove that our
systems can perform reliably in a variety of real-world conditions. These
steps are helping airports move from trials to planning full-scale operations,
while we continue to refine and expand our technology to meet their needs.

Alongside this, our Automotive division once again provided a resilient base
for the Group. While it experienced disruption in the first half of the year
as OEM customers adjusted ordering patterns in response to tariff-related
uncertainty and customer-specific operational issues, volumes recovered in the
second half as we had anticipated, and we were able to respond quickly to
renewed demand. Longstanding customer relationships which are supported by
disciplined delivery and deep engineering expertise, helped the division
navigate periods of disruption and maintain its role as a strong foundation to
the wider business.

During the year we also invested across the Group to position the business for
a step-change in growth, supported by the equity raised. We strengthened our
teams in key locations, improved our operational infrastructure and further
aligned our organisation to support future scale. Taken together, these steps
have placed Aurrigo in a more robust and capable position with a clearer
pathway to growth and a business that is increasingly well prepared for the
next phase of adoption across our target markets.

This progress culminated in the launch of our Hub strategy at the end of the
year, bringing together years of focused investment, and marking the next
chapter for the Group as we begin to take what we've built and scale it
internationally.

Financial Highlights

The Group delivered a resilient financial performance in FY25, reporting
revenue of £8.0m (FY24: £8.9m), ahead of the revised expectations announced
in August. While the year presented its challenges, both divisions performed
well and helped to maintain momentum across the Group.

In Automotive, revenues recovered strongly in the second half of the year. The
business experienced disruption in H1 due to US tariffs and customer
operational issues, but activity stabilised as anticipated, and the division
grew in the second half, with H2 revenues c. 30% higher than H1, delivering
full-year revenues of £5.4m (FY24: £5.9m). This recovery highlights the
strength of our long-standing customer relationships and the ability of our
engineering and delivery teams to respond quickly when conditions change.

Autonomous revenues were £2.6m (FY24: £2.9m). Several programme milestones
moved into the new year as deployments moved into more complex phases,
requiring more time to complete, which demonstrates the increasing maturity of
our solutions and the higher level of integration required by customers.

Adjusted EBITDA loss for the year was £3.0m (FY24: £1.6m), with loss before
tax at £3.9m, in line with expectations. Gross margins improved during the
year while operating costs rose modestly as we continued to invest in scaling
our operations and supporting the expansion of our international teams.

We end the year in a stronger financial position, with the capacity to invest
in growth initiatives across both divisions and continue building the
capabilities required to scale.

Post-Period End Highlights

Following the period end, we announced a £6.28m contract with Ultra Global
Limited to design and manufacture 25 autonomous guided vehicles for use in
airport and passenger transit settings in the UK. This is the largest
autonomous vehicle order secured by Aurrigo to date and reflects the progress
we are making in turning our technology and engineering capability into
commercial work.

Under the agreement, we will work with Ultra Global to update and develop its
existing vehicle platform using our experience in autonomous vehicle
engineering. The contract is expected to generate approximately £1.53m
revenue in FY26 and £4.75m in FY27 with engineering work largely taking place
in FY26 and vehicle production following in FY27.

We also announced a three-year £4.5m framework agreement through our
Automotive Division to supply innovative high performance electrical systems
for a next generation supercar programme. The contract is with a long-standing
customer and is expected to generate £0.81m in FY26 with the remainder placed
across FY27 and FY28.

We further strengthened our team with the appointment of Mark Gower as
Director, Global Airport Operations. Mark brings more than 25 years'
experience leading safety-critical aviation operations most recently as
Managing Director of Gatwick Ground Services, and will support our transition
from proof-of-concept trials to repeatable commercial deployments.

Business Review

Aurrigo is a UK based developer and producer of autonomy software, fully
autonomous vehicles and mobile robotics platforms. Aurrigo's first application
is autonomous airport Ground Support Equipment (GSE) designed to move cargo,
baggage and people between terminals, baggage halls and airside next to
aircraft. Thus, transforming operations that are manually intensive improving
safety, operational efficiencies and meeting sustainability targets, while
navigating growing passenger volumes, rising costs and increasing labour
shortages.

Aurrigo's autonomy software and controls, designed to operate in safety,
security sensitive and harsh environments, have an opportunity to transform
airside logistics and bring autonomy to wider markets.

Over the last year we've seen the level of interest in automation increase,
and it's clear that airports are increasingly looking to technology as a
practical way to tackle capacity, cost and sustainability challenges.

We deliver a complete end-to-end solution that can actually operate in the
real world. That includes:

Hardware

 ·         Auto-DollyTug® - fully autonomous baggage and cargo handling vehicle
 ·         Auto-Cargo® - our largest autonomous vehicle designed for heavier cargo
           movements
 ·         Auto-Shuttle® - designed to provide safe and efficient "first and last mile"
           transportation in airside and other environments

Software

 ·         Autonomous Driving Software stack (ADS) - our in-house software platform for
           autonomous vehicles
 ·         Auto-Sim® - airport simulation and modelling tool with 3D visualisation
 ·         Auto-Connect® - a cyber-secure fleet management SaaS platform

The work we've done this year has moved us closer to the point where these
solutions are no longer pilots, but operational tools that airports can rely
on.

Autonomous

Market

Interest in autonomous solutions at airports is clearly growing. Airports are
under increasing pressure to improve efficiency, reduce emissions and manage a
tightening labour market, and they are looking to technology to help them
achieve these goals. We continue to see this reflected in the number of
enquiries and the quality of opportunities coming through, particularly across
Europe, North America and APAC.

Baggage handling has historically been an area where change has been slow, so
being an early mover continues to work in our favour. At the same time, the
industry is becoming more comfortable with autonomy which is helping to drive
the broader adoption of our technology. Around 42% of passengers now have
access to real-time baggage updates, and two-thirds of airlines already offer
automated baggage drop-off 1  (#_ftn1) . Even with passenger numbers hitting a
record 5.3 billion in 2024, the baggage mishandling rate has improved by 8.7%
in the past year  2  (#_ftn2) . Automation is making baggage handling faster
and more reliable and Aurrigo's technology is at the core of helping airports
deliver a better experience for passengers.

Progress on the Ground

This year has been about taking our technology into real airport environments.
We're now moving into the kind of testing that really shows what our solutions
can do in live operations.

A huge achievement for the business was the delivery of Auto-Cargo® - our
largest autonomous aviation vehicle to date and a significant expansion of our
capability beyond baggage handling. Progress with one of our longstanding
customers in Asia also continued through the year, advancing through the
defined technical and operational milestones.

During the year we signed a multi-year contract with Tees Valley Combined
Authority to deploy Auto-Shuttle® and Auto-DollyTug® at Teesside
International Airport. This was a strategic win for Aurrigo, demonstrating our
ability to deploy multiple autonomous solutions in a live operational
environment, strengthening our reference base and supporting the scalability
of the Group's platform.

We also entered a three-year strategic collaboration partnership with
Swissport International AG, including a six-month trial agreement, with Zurich
Airport as the launch site. This is an important partnership for us because it
opens the door to Swissport's global network of more than 270 airports and
demonstrates the potential for scalable deployment across a global operator
footprint.

Meanwhile, at Amsterdam Airport Schiphol, trials progressed to the point where
our Auto-DollyTug® and Auto-Sim® solutions were formally recommended to
Aviation Solutions B.V., the commercial arm of Royal Schiphol Group. That
recommendation gives us access to a network of over 60 airports and is a
meaningful step in growing our international footprint. In North America, our
programme at Cincinnati/Northern Kentucky International Airport (CVG)
continued to advance, supported by the team we've established on the ground.
We also launched Auto-Shuttle® in Ottawa during the year, which involves the
deployment of a shuttle in a live, mixed-traffic environment.

Across all of these programmes, the focus has been the same: working closely
with customers to understand their operational needs and refining our
solutions accordingly. The progress we've made this year gives us confidence
that we're moving from trials into genuine deployments.

Launch of the Hub Strategy

In December we launched our Hub strategy which is an important strategic step
in how we plan to scale internationally. Instead of relying on a single site
in the UK, we're building regional hubs with trusted local partners to manage
manufacturing, assembly, and deployment. Each hub is also designed to protect
our intellectual property, ensuring that our core technology remains fully
under our control as we grow. The first five hubs will be in Coventry,
Cincinnati, Singapore/Malaysia, Dubai, and Amsterdam, giving us a strong
presence in these key regions and a foundation to bring our technology to
airports worldwide.

This approach is a gamechanger for how we operate globally. With hubs in key
regions, we're no longer constrained by geography, we can get technology to
airports faster, respond to local challenges immediately, and roll out
deployments with far greater efficiency. It puts Aurrigo in a position to move
faster than competitors and deliver real value to customers wherever they are
and take full advantage of the growing demand for autonomous solutions at
airports.

 

Automotive

The Automotive division remains a strong and reliable part of Aurrigo. It
continues to generate important cash flow and keeps our engineering and
delivery capability at world class levels. The first half of FY25 was
disrupted by US tariffs and customer-specific operational issues, but our
teams responded quickly and activity stabilised in the second half. That
recovery reflects the strength of our long-standing customer relationships and
our ability to manage complex programmes under pressure.

Looking ahead, Automotive continues to provide important revenue and cash
generation, supporting our investment in Autonomous while we continue to build
new customer partnerships and deliver for existing ones.

R&D

Our R&D focus remains on improving the capability, reliability and cost
efficiency of our autonomous solutions. During the year we made further
enhancements to both hardware and software, informed by learnings from our
deployments and customer feedback.

We also continued to build our engineering teams, adding 20 people to the team
across the UK and internationally, including engineers and staff supporting
proof-of-concept trials. This will improve how we work across different
locations to speed up development.

As part of supporting the rollout of our Hub strategy, we also established an
Application Engineering group, placing experienced engineers closer to our
customers and operational deployments. Acting as a bridge between our field
engineering teams and central engineering capability, they help translate
Aurrigo's software and technical expertise into solutions tailored to specific
airport operations while also supporting training and knowledge sharing. This
investment strengthens communication between the hub and deployment locations
and helps speed up the rollout of our intellectual property while reducing
operational risk and time to market.

As deployments have progressed, Aurrigo's solutions have become increasingly
embedded within customers' airport infrastructure, systems and operating
environments. Ongoing development of the Group's software architecture,
systems integration capabilities and cyber security credentials has enabled
vehicles to interface reliably with mission-critical airport platforms, a
requirement for live operational deployment at scale. These capabilities
continue to raise barriers to entry, deepen customer relationships and create
a growing competitive moat, as few competitors are able to meet the technical,
safety and security standards demanded by global airports and ground handlers.

Current Trading & Outlook

The new financial year has started positively and the pipeline continues to
build. We are making steady progress across our key programmes and working
with customers to move from trials into real operational deployment. The level
of interest and tender activity we're seeing reinforces our belief the market
is shifting and that airports are now actively preparing for automation at
scale.

At the same time, we're focused on scaling in a sensible way by moving from
pilots to larger deployments. This means we need the right manufacturing and
delivery capability in place, which is why we're rolling out our Hub strategy
and strengthening our engineering teams around the world.

We remain focused on converting the pipeline into deployments and continuing
to support our customers as they move through the next stages of their
programmes. Airports are changing and automation is becoming a more practical
and accepted part of how they operate. While the challenges associated with
scaling disruptive technology should not be underestimated, the Board remains
confident in the Group's trajectory and the significant market opportunity
ahead. With the capability we've built, the relationships we've established
and the global reach we now have, we are well placed to capture the
opportunities ahead.

David Keene

Chief Executive Officer

 

 

 

 

CFO Statement

I am pleased to present the Chief Financial Officer's report for Aurrigo
International plc for the financial year ended 31 December 2025. This year
has been one of consolidation in the autonomous division with continued
progress in aviation contracts, while automotive has been impaired by
geopolitical and customer IT issues. The year's results, however, are a
positive reflection of the work and performance of the business in a difficult
trading environment.

Financial Performance

Total revenue for the year was £8.0 million, representing a decrease of only
10% from £8.9 million in 2024 against this difficult trading backdrop.

·    Autonomous Division: Revenue was consistent with prior year at £2.6
million as existing deployment contracts ran their course together with new
ones which commenced through the year.

·    Automotive Division: Revenue remained stable at £5.4 million,
compared to £5.9 million in 2024, a solid performance despite tariff issues
and a cyber-attack on a key customer during the year as sales recovered
through the last quarter. The division continues to provide a solid foundation
for the Company's operations.

The adjusted EBITDA loss for the year was £3.0 million, in line with
expectations.

The Company continues to attract grant funding, both for operating activities
and capital projects. Other operating income for the year includes £0.5
million of grant funded activity.

R&D Activity

The Company continues to develop its autonomous capability, capitalising £1.0
million in the year against which it benefits from R&D tax credits which
have been deferred to release to the income statement in line with cost
amortisation. £0.3 million of capital grant funding has also been deferred in
the year bringing the total deferred income from grants to £4.4 million.
£0.3 million of deferred income has been released to the income statement in
the year leaving a net deferred income balance of £3.5 million at the year
end.

Intercompany Balances

The Group's intercompany balances effectively represent the parent company's
long term interest in the subsidiary entities to develop autonomous product
offerings. Given the expectation that this investment will continue in the
near term until products are fully commercialised, the Board has reviewed the
balances and reclassified £18.0 million as long-term receivables on the
balance sheet.

Capital Raising

In January 2025, the Company raised £1.8 million as part of the placing
started in December 2024 followed by a further investor led placing in
September 2025 of £14.1 million. Capital was raised partly to facilitate a
move to new premises to support manufacturing scale-up as autonomous contracts
crystallise.

Cash Position

As of 31 December 2025, the Company's net cash position was £11.5 million
leaving the Company very well capitalised to support its next phase of growth.

Ian Grubb

Chief Financial Officer

 

The financial information for the year ended 31 December 2025 and the year
ended 31 December 2024 does not constitute the company's statutory accounts
for those years.

Statutory accounts for the year ended 31 December 2024 have been delivered to
the Registrar of Companies. The statutory accounts for the year ended 31
December 2025 will be delivered to the Registrar of Companies [following the
Company's Annual General Meeting/in due course].

The auditors' reports on the accounts for 31 December 2025 and 31 December
2024 were unqualified, did not draw attention to any matters by way of
emphasis, and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006.

 

FINANCIAL STATEMENTS

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

                                                                                       2025     2024
                                                                                Notes  £'000    £'000
 Revenue                                                                        4      8,000    8,855
 Cost of sales                                                                         (4,747)  (5,218)
 Gross profit                                                                          3,253    3,637
 Other operating income                                                         5      499      750
 Administrative expenses including non-recurring expenses, share based payment         (7,812)  (6,918)
 charges, depreciation and amortisation
 Operating loss                                                                 6      (4,060)  (2,531)
 Share based payments                                                           28     (6)      (122)
 Depreciation                                                                   16     (643)    (428)
 Amortisation                                                                   15     (455)    (382)
 Adjusted EBITDA*                                                                      (2,956)  (1,599)
 Finance income                                                                 11     171      63
 Finance costs                                                                  12     (33)     (45)
 Loss before taxation                                                                  (3,922)  (2,513)
 Income tax income                                                              13     23       28
 Loss for the year attributable to equity shareholders of the parent                   (3,899)  (2,485)
 Other comprehensive income:
 Items that will not be reclassified to profit or loss
 Currency translation differences of foreign operations                                25       46
 Total items that will not be reclassified to profit or loss                           25       46
 Total other comprehensive income for the year                                         25       46
 Total comprehensive income for the year                                               (3,874)  (2,439)

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.

                                2025    2024
                         Notes  £'000   £'000
 Earnings per share      14
 Basic (£ per share)            (0.06)  (0.05)
 Diluted (£ per share)          (0.06)  (0.05)

The notes on pages 71 to 105 form part of these Group financial statements.

 

GROUP STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

                                               2025     2024
                                        Notes  £'000    £'000
 Non-current assets
 Goodwill                               15     202      202
 Intangible assets                      15     7,047    6,445
 Property, plant and equipment          16     1,656    2,085
 Total non-current assets                      8,905    8,732
 Current assets
 Inventories                            17     1,576    1,066
 Contract assets                        18     1,614    975
 Trade and other receivables            19     2,804    1,966
 Current tax recoverable                       333      166
 Cash and cash equivalents                     11,453   3,086
 Total current assets                          17,780   7,259
 Total assets                                  26,685   15,991
 Current liabilities
 Trade and other payables               23     2,089    2,319
 Borrowings                             21     -        25
 Lease liabilities                      24     65       262
 Deferred grant income                  26     293      293
 Total current liabilities                     2,447    2,899
 Net current assets                            15,333   4,360
 Total assets less current liabilities         24,238   13,092
 Non-current liabilities
 Lease liabilities                      24     10       75
 Deferred grant income                  26     3,421    3,243
 Total non-current liabilities                 3,431    3,318
 Total liabilities                             5,878    6,217
 Net assets                                    20,807   9,774
 Equity
 Called up share capital                29     179      107
 Share premium account                  30     28,934   14,107
 Share option reserve                   31     460      499
 Foreign exchange reserve                      76       51
 Retained losses                               (8,842)  (4,990)
 Total equity                                  20,807   9,774

The notes on pages 71 to 105 form part of these Group financial statements.

The financial statements were approved by the board of directors and
authorised for issue on 3 June 2026 and are signed on its behalf by:

Mr. I Grubb

Director

 

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

                                                                          2025            2024
                                                                   Notes  £'000   £'000   £'000   £'000
 Non-current assets
 Investments                                                       37             527             521
 Current assets
 Trade and other receivables falling due after more than one year  38     18,006          -
 Trade and other receivables falling due within one year           38     624             11,966
 Cash and cash equivalents                                                10,887          2,510
                                                                          29,517          14,476
 Current liabilities                                               39     (438)           (463)
 Net current assets                                                               29,079          14,013
 Total assets less current liabilities                                            29,606          14,534
 Equity
 Called up share capital                                           41             179             107
 Share premium account                                             42             28,934          14,107
 Share option reserve                                              43             460             499
 Retained profits / (losses)                                                      33              (179)
 Total equity                                                                     29,606          14,534

The notes on pages 71 to 105 form part of these Group financial statements.

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
£167,000 (2024 - £48,000).

The financial statements were approved by the board of directors and
authorised for issue on 3 June 2026 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 2025

                                                                         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 2024                                      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 for the year                        -        -        -        46        (2,485)   (2,439)
 Transactions with owners in their capacity as owners:
 Issue of share capital                                 29, 30  16       3,485    -        -         -         3,501
 Costs of issue set against premium                     30      -        (315)    -        -         -         (315)
 Share option expense                                   28      -        -        122      -         -         122
 Deferred tax on share based payment transactions               -        -        -        -         31        31
 Share options exercised                                        -        10       (6)      -         6         10
 Balance at 31 December 2024                                    107      14,107   499      51        (4,990)   9,774
 Year ended 31 December 2025:
 Loss for the year                                              -        -        -        -         (3,899)   (3,899)
 Other comprehensive income:
 Currency translation differences                               -        -        -        25        -         25
 Total comprehensive income                                     -        -        -        25        (3,899)   (3,874)
 Transactions with owners in their capacity as owners:
 Issue of share capital                                 29, 30  72       15,864   -        -         -         15,936
 Costs of issue set against premium                     30      -        (1,052)  -        -         -         (1,052)
 Share option expense                                   28      -        -        6        -         -         6
 Deferred tax on share based payment transactions               -        -        -        -         2         2
 Share options exercised                                        -        15       (45)     -         45        15
 Balance at 31 December 2025                                    179      28,934   460      76        (8,842)   20,807

The notes on pages 71 to 105 form part of these Group financial statements.

 

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

                                                                        Share    Share
                                                               Share    premium  option   Retained
                                                               capital  account  reserve  earnings  Total
                                                        Notes  £        £        £        £         £
 Balance at 1 January 2024                                     91       10,927   383      (233)     11,168
 Year ended 31 December 2024:
 Profit and total comprehensive income                         -        -        -        48        48
 Transactions with owners in their capacity as 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 options exercised                                       -        10       (6)      6         10
 Balance at 31 December 2024                                   107      14,107   499      (179)     14,534
 Year ended 31 December 2025:
 Profit and total comprehensive income                         -        -        -        167       167
 Transactions with owners in their capacity as owners:
 Issue of share capital                                 41     72       15,864   -        -         15,936
 Transfer to other reserves                                    -        -        6        -         6
 Costs of issue set against premium                     42     -        (1,052)  -        -         (1,052)
 Share option expense                                   43     -        -        -        -         -
 Share options exercised                                       -        15       (45)     45        15
 Balance at 31 December 2025                                   179      28,934   460      33        29,606

The notes on pages 71 to 105 form part of these Group financial statements.

 

GROUP STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

                                                                      2025              2024
                                                               Notes  £'000    £'000    £'000    £'000
 Operating activities
 Loss for the year                                                             (3,899)           (2,485)
 Adjustments for
 Tax charge                                                                    (23)              (28)
 Finance costs                                                                 33                45
 Finance income                                                                (171)             (63)
 RDEC grant income                                                             -                 (107)
 Amortisation and impairment of intangible assets                              454               382
 Depreciation and impairment of property, plant and equipment                  643               428
 Gain on sale of property, plant and equipment                                 (8)               (29)
 Non cash grant income                                                         (499)             (643)
 Equity settled share based payment expense                                    6                 122
                                                                               (3,464)           (2,378)
 Movements in working capital:
 Increase in inventories                                                       (510)             643
 Decrease in trade and other receivables                                       (838)             340
 Increase in contract asset                                                    (639)             (975)
 Decrease in trade and other payables                                          (230)             552
 Cash absorbed by operations                                                   (5,681)           (1,818)
 Income taxes refunded                                                         27                330
 Net cash outflow from operating activities                                    (5,654)           (1,488)
 Investing activities
 Acquisition of subsidiary (net of cash acquired)                     -                 (50)
 Capitalised development costs                                        (1,040)           (801)
 Grant income                                                         508               691
 Purchase of intangible assets                                        (17)              (52)
 Purchase of property, plant and equipment                            (355)             (1,697)
 Proceeds from disposal of property, plant and equipment              150               30
 Interest received                                                    171               63
 Net cash used in investing activities                                         (583)             (1,816)
 Financing activities
 Interest paid                                                        (33)              (45)
 Proceeds from issue of shares                                        14,899            3,196
 Repayment of bank loans                                              (25)              (30)
 Payment of lease liabilities                                         (262)             (238)
 Net cash generated from financing activities                                  14,579            2,883
 Net increase/(decrease) in cash and cash equivalents                          8,342             (421)
 Cash and cash equivalents at beginning of year                                3,086             3,462
 Effect of foreign exchange rates                                              25                45
 Cash and cash equivalents at end of year                                      11,453            3,086

The notes on pages 71 to 105 form part of these Group financial statements.

 

NOTES TO THE GROUP FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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 2025. 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 financial statements have been prepared on a going concern basis, which
assumes that the Group will continue in operational existence for the
foreseeable future and will be able to realise its assets and discharge its
liabilities in the normal course of business.

During the year, the Group continued to strengthen its trading position,
generating revenue of £8.0m and gross profit of £3.3m. As at the year end,
the Group held cash and cash equivalents of £11.5m, providing a strong
liquidity position.

The Directors have prepared detailed cash flow forecasts covering the period
to June 2027, based on the Group's approved annual business plan. These
forecasts incorporate assumptions regarding trading performance, cost
inflation, working capital requirements and capital expenditure.

In assessing the appropriateness of the going concern basis, the Directors
have considered sensitivities to the key assumptions underpinning the
forecasts. Severe but plausible downside scenarios have been modelled,
including reductions in revenue growth and delays in anticipated cash inflows.
The impact of these scenarios has been assessed alongside mitigating actions
available to the Group, including the reduction or deferral of discretionary
expenditure and capital investment.

The forecasts, including the sensitised scenarios, demonstrate that the Group
is expected to maintain sufficient liquidity throughout the forecast period.
The Board has reviewed and challenged the key assumptions applied in the
preparation of these projections.

Based on this assessment, and after making appropriate enquiries, the
Directors have a reasonable expectation that the Group has adequate resources
to continue in operational existence for a period of at least twelve months
from the date of approval of these financial statements. Accordingly, the
financial statements have been prepared on a going concern basis.

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. 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 2027. 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.

3. 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;

·      Lack of exchangeability (amendments to IAS 21)

·      Amendments to the SASB standards to enhance their international
applicability

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 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.

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:

                                        2025    2024
                                        £'000   £'000
 Revenue analysed by class of business
 Automotive components                  5,426   5,939
 Autonomous                             2,574   2,916
                                        8,000   8,855

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 2025:   £'000       £'000       £'000    £'000
 Revenue                        5,426       2,574       -        8,000
 Cost of sales                  (4,348)     (399)       -        (4,747)
 Gross profit                   1,078       2,175       -        3,253
 Other operating income         -           499         -        499
 Expenditure                    -           -           (6,714)  (6,714)
 EBITDA                         1,078       2,674       (6,714)  (2,962)
 Depreciation and amortisation  -           (455)       (643)    (1,098)
 Operating profit/(loss)        1,078       2,219       (7,357)  (4,060)
 Interest receivable            -           -           171      171
 Finance costs                  -           -           (33)     (33)
 Profit/(loss) before tax       1,078       2,219       (7,219)  (3,922)

 

                                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)

Revenue from customers that individually represented more than 10% of total
Group revenue is summarised below. Customers one and two each accounted for
over 10% of revenue in both 2024 and 2025. Customer three exceeded the 10%
threshold in 2024 only but is included below for comparative purposes.
Customer four surpassed the 10% threshold for the first time in 2025.

                                    2025    2024
             Segment                £'000   £'000
 Customer 1  Automotive components  818     1,168
 Customer 2  Automotive components  2,622   2,941
 Customer 3  Autonomous             758     2,043
 Customer 4  Automotive components  903     368
                                    5,101   6,520

 

                                          2025    2024
                                          £'000   £'000
 Revenue analysed by geographical market
 United Kingdom                           6,382   6,047
 Rest of Europe                           454     538
 Rest of the World                        1,164   2,270
                                          8,000   8,855

5. OTHER OPERATING INCOME

                                              2025    2024
                                              £'000   £'000
 Government grants                            499     643
 Research and development expenditure credit  -       107
                                              499     750

Government grants comprise grant income of £499,000 (2024 - £643,000) 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:

                                                                         2025    2024
                                                                         £'000   £'000
 At 1 January                                                            3,536   3,488
 Value of grant income to which entitlement was established in the year  677     691
 Amounts recognised in other operating income during the year            (499)   643
 At 31 December                                                          3,714   3,536

Included in the above is deferred grant income due within one year of
£293,000 (2024 - £293,000), 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):

                                                      2025    2024
                                                      £'000   £'000
 Exchange losses                                      23      66
 Government grants                                    (499)   (750)
 Depreciation of property, plant and equipment        618     189
 Depreciation of right of use assets                  25      239
 Profit on disposal of property, plant and equipment  (9)     (29)
 Amortisation of intangible assets                    455     382
 Share-based payments                                 6       122

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:

                                                             2025    2024
                                                             £'000   £'000
 For audit services
 Audit of the financial statements of the Group and company  145     128

9. EMPLOYEES

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

                           2025    2024
                           Number  Number
 Executive directors       4       4
 Production                39      38
 Research and development  45      36
 Sales                     9       9
 Administration            16      16
 Total                     113     103

The geographical analysis of these employees is:

                 2025    2024
                 Number  Number
 United Kingdom  93      90
 Canada          5       5
 Singapore       15      8
                 113     103

Their aggregate remuneration comprised:

                        2025    2024
                        £'000   £'000
 Wages and salaries     5,095   4,392
 Social security costs  559     487
 Pension costs          191     189
 Share based payments   6       122
                        5,851   5,190

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. The total employment costs which
have been capitalised are:

                        2025    2024
                        £'000   £'000
 Wages and salaries     394     623
 Social security costs  60      68
 Pension costs          14      17
                        468     708

10. DIRECTORS' REMUNERATION

                                                                2025    2024
                                                                £'000   £'000
 Remuneration for qualifying services                           1,118   1,152
 Amounts receivable under long term incentive schemes           6       13
 Company pension contributions to defined contribution schemes  104     102
                                                                1,228   1,267

The number of directors for whom retirement benefits are accruing under
defined contribution schemes amounted to 4 (2024 - 4).

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

                                                                2025    2024
                                                                £'000   £'000
 Remuneration for qualifying services                           256     266
 Company pension contributions to defined contribution schemes  41      41

During the year to 31 December 2025 the directors received remuneration as
follows:

                                                 Share
                           Benefits in           option
                   Salary  kind         Pension  expense  Total
                   £'000   £'000        £'000    £'000    £'000
 Mr D Keene        248     8            41       -        297
 Mr G Keene        226     12           41       -        279
 Ms P Coates       50      -            -        -        50
 Mr A Cornish      120     -            -        -        120
 Mr J Elliott      50      -            -        -        50
 Mr L Girdwood(*)  185     1            11       5        202
 Mr I Grubb        166     2            11       1        180
 Mr P Whiting      50      -            -        -        50
                   1,095   23           104      6        1,228

*       Lewis Girdwood resigned as Executive Director on 10 November
2025.

The share-based payment charge above for Lewis Girdwood reflects the expense
in the period related to options held up to the date of resignation. Where
certain awards were forfeited, the cumulative expense previously recognised
has been reversed through the profit or loss account.

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

                        Benefits in           Share 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            11       9             244
 Mr I Grubb     163     2            11       4             180
 Mr P Whiting*  46      -            -        -             46
                1,127   25           104      13            1,269

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

11. FINANCE INCOME

                         2025    2024
                         £'000   £'000
 Interest income
 Bank interest received  171     63

12. FINANCE COSTS

                                        2025    2024
                                        £'000   £'000
 Interest on bank overdrafts and loans  19      13
 Interest on lease liabilities          14      32
 Total interest expense                 33      45

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

13. INCOME TAX EXPENSE

                                                       2025    2024
                                                       £'000   £'000
 Current tax
 UK corporation tax on profits for the current period  (9)     (59)
 Adjustments in respect of prior periods               (16)    -
 Total UK current tax                                  (25)    (59)
 Deferred tax
 Origination and reversal of temporary differences     2       31
                                                       2       31
 Total tax (credit)                                    (23)    (28)

A deferred tax credit of £2,000 (2024 - £31,000) is recognised in equity.

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

                                                                                2025     2024
                                                                                £'000    £'000
 Loss before taxation                                                           (3,922)  (2,513)
 Expected tax credit based on a corporation tax rate of 25.00% (2024 - 25.00%)  (981)    (628)
 Effect of expenses not deductible in determining taxable profit                20       1
 Change in unrecognised deferred tax assets                                     826      542
 Adjustment in respect of prior years                                           (16)     -
 Research and development tax credit (see note 26)                              -        145
 Effect of overseas tax rates                                                   128      -
 Additional deduction for R&D expenditure                                       -        (86)
 Taxation credit for the year                                                   (23)     (28)

14. EARNINGS PER SHARE

                                                                            2025        2024
                                                                            Number      Number
 Number of shares
 Weighted average number of ordinary shares for basic earnings per share    68,401,186  46,146,704
 Effect of dilutive potential ordinary shares:
 - Weighted average number outstanding share options                        -           -
 Weighted average number of ordinary shares for diluted earnings per share  68,401,186  46,146,704

 

                                                2025     2024
                                                £'000    £'000
 Earnings
 Continuing operations
 Loss for the period from continued operations  (3,899)  (2,485)

 

                                               2025          2024
                                               £ per share   £ per share
 Earnings per share for continuing operations
 Basic earnings per share                      (0.06)        (0.05)
 Diluted earnings per share                    (0.06)        (0.05)

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:

                                                                            2025        2024
                                                                            Number      Number
 Number of shares
 Weighted average number of ordinary shares for basic earnings per share    68,401,186  46,146,704
 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  68,401,186  46,146,704

 

                                                             2025     2024
                                                             £'000    £'000
 Adjusted earnings
 Loss for the period from continued operations               (3,899)  (2,485)
 Adjusted for:
 Exceptional costs                                           -        -
 Share based payment expense                                 6        122
 Depreciation                                                645      429
 Amortisation                                                382      382
 Net finance costs                                           (138)    (18)
 Taxation                                                    (23)     (28)
 Adjusted earnings for basic and diluted earnings per share  (3,027)  (1,598)

 

                                               2025          2024
                                               £ per share   £ per share
 Earnings per share for continuing operations
 Basic earnings per share                      (0.04)        (0.03)
 Diluted earnings per share                    (0.04)        (0.03)

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 2024            202       148            6,299        6,649
 Additions                    -         52             801          853
 At 31 December 2024          202       200            7,100        7,502
 At 1 January 2024            202       200            7,100        7,502
 Additions                    -         17             1,040        1,057
 At 31 December 2025          202       217            8,140        8,559
 Amortisation and impairment
 At 1 January 2024            -         17             456          473
 Charge for the year          -         9              373          382
 At 31 December 2024          -         26             829          855
 At 1 January 2024            -         26             829          855
 Charge for the year          -         11             444          455
 At 31 December 2025          -         37             1,273        1,310
 Carrying amount
 At 31 December 2025          202       180            6,867        7,249
 At 31 December 2024          202       174            6,271        6,647
 At 31 December 2023          202       131            5,843        6,176

Goodwill arose on the historic acquisition of GB Wiring Systems Limited.
Management has assessed the carrying value of goodwill at the year end and
identified no indicators of impairment. Although the company has been formally
wound up, its underlying trade and assets have been transferred to other
entities within the Group. Accordingly, the goodwill continues to be supported
by the ongoing operations of the wider Group.

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.

16. PROPERTY, PLANT AND EQUIPMENT

                                                                                                            Right of use
                                                                 Fixtures                     Right of 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 2024                        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
 Additions                                74          23         1         23       234       -             -             355
 Disposals                                (222)       -          -         -        (3)       -             -             (225)
 At 31 December 2025                      1,676       322        21        268      259       687           75            3,308
 Accumulated depreciation and impairment
 At 1 January 2024                        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
 Charge for the year                      341         19         2         27       11        218           25            643
 Eliminated on disposal                   (83)        -          -         -        (1)       -             -             (84)
 At 31 December 2025                      449         261        13        200      37        651           41            1,652
 Carrying amount
 At 31 December 2025                      1,227       61         8         68       222       36            34            1,656
 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

Autonomous vehicles additions represents vehicles built-in-house.

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 between 6% and
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

                   2025    2024
                   £'000   £'000
 Raw materials     1,029   736
 Work in progress  239     146
 Finished goods    308     184
                   1,576   1,066

The Group has recognised a total provision of £272,000 (2024 - £284,000)
against its inventories.

18. CONTRACTS WITH CUSTOMERS

                        2025      2024      2024
                        Year end  Year end  Year start
                        £'000     £'000     £'000
 Contracts in progress
 Contract assets        1,614     975       -
 Contract liabilities   -         (63)      -

The Group enters into contracts that contain multiple performance obligations.
Revenue is recognised over time as these performance obligations are
satisfied, measured using the input method to reflect progress toward
completion. Amounts recognised in advance of billing are recorded as contract
assets.

Further details in respect of the Group's revenue recognition policy are
provided in note 4. The contract asset balance at the reporting date is
expected to be fully recovered during the year ending 31 December 2026.

19. TRADE AND OTHER RECEIVABLES

                                           2025    2024
                                           £'000   £'000
 Trade receivables                         2,095   1,044
 Expected credit loss provision (note 20)  (39)    (42)
                                           2,056   1,002
 Other receivables                         45      13
 Prepayments and accrued income            703     951
                                           2,804   1,966

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
 2025
 Current                     1,214    -
 Past due 0-30 days          570      -
 Past due 31-60 days         225      -
 Past due more than 60 days  86       39
                             2,095    39

 

                             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

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

                                        2025    2024
                                        £'000   £'000
 Balance at 1 January                   42      37
 Adjustment to doubtful debt provision  (3)     5
 Balance at 31 December                 39      42

21. BORROWINGS

                                     2025    2024
                                     £'000   £'000
 Borrowings held at amortised cost:
 Bank loans                          -       25

The Group previously held borrowings under the Coronavirus Business
Interruption Loan Scheme ("CBILS"). At 31 December 2024, undiscounted
amounts of £25,000 were outstanding, carrying an interest rate of 12.1%.
Under the terms of the scheme, the Group was entitled to a Business
Interruption Payment covering interest for the first 12 months, subject to a
capped amount.

The CBILS loan was fully repaid during the year. Accordingly, no amounts were
outstanding at 31 December 2025 (2024 - £25,000).

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

Where the Group enters into borrowing arrangements, these are agreed on
fixed-rate terms. Accordingly, the Group is not exposed to any material
interest rate risk.

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 Group is exposed to foreign currency risk on transactions denominated in
currencies other than the functional currency of the relevant entity.

Where practicable, the Group mitigates this exposure by matching foreign
currency receipts and payments. The UK entity maintains Euro and US Dollar
bank accounts to facilitate the settlement of sales and purchase transactions
denominated in those currencies, thereby reducing the need for foreign
exchange conversions and limiting transactional exposure. The Australian,
Canadian and Singaporean subsidiaries hold bank accounts in their respective
local currencies for the same purpose.

The Group does not enter into formal hedging arrangements.

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 2025:  £'000   £'000       £'000     £'000       £'000      £'000     £'000
 Trade and other receivables   568     -           63        -           57         1,413     2,101
 Cash and cash equivalents     12      87          46        -           76         11,232    11,453
 Trade and other payables      (287)   (4)         -         (1)         (3)        (1,431)   (1,726)
 Borrowings                    -       -           -         -           -          -         -
 Leases                        -       -           -         -           -          (75)      (75)
                               293     83          109       (1)         130        11,139    11,753

 

                                                   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

Whilst the Group takes steps to minimise its exposure to foreign exchange
risk, movements in exchange rates will impact profit.

The Group's foreign exchange risk arises predominantly from movements in the
Euro to sterling exchange rate.

A 5% strengthening of the Euro against sterling at the reporting date, applied
to the Group's Euro-denominated monetary assets and liabilities and with all
other variables held constant, would have resulted in an increase in profit
for the year of approximately £15,000. A 5% weakening in the exchange rate,
on the same basis, would have resulted in a decrease in profit of
approximately £15,000.

The Group was previously more exposed to movements in the Singapore dollar to
sterling exchange rate; however, the relative exposure to Singapore dollars at
the reporting date is not material.

The Group is exposed to foreign exchange risk in respect of the other
currencies detailed in the table above; however, the associated exposures are
not considered material due to the relatively low value of the underlying
monetary assets and liabilities.

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:

                                              2025    2024
                                              £'000   £'000
 Carrying amount of financial assets
 Debt instruments measured at amortised cost  2,101   1,017
 Cash and cash equivalents                    11,453  3,086
                                              13,554  4,103
 Carrying amount of financial liabilities
 Measured at amortised cost                   1,801   2,370
                                              1,801   2,370

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 25% (2024: 57%) of trade receivables are
held with 2 individual parties, whose credit ratings are A and B (2024: 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.

Bank balances are held with established financial institutions with strong
credit profiles, as outlined below, based on their respective Moody's credit
ratings.

                             2025    2024
                             £'000   £'000
 Not credit-impaired
 External credit ratings A1  11,407  3,040
 External credit ratings A3  46      46
                             11,453  3,086

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          More than
                               3 months    12 months  to 2 years  2 to 5 years  5 years    Total
 Year ended 31 December 2025:  £'000       £'000      £'000       £'000         £'000      £'000
 Financial assets
 Trade and other receivables   2,101       -          -           -             -          2,101
 Cash and cash equivalents     11,453      -          -           -             -          11,453
                               13,554      -          -           -             -          13,554
 Financial liabilities
 Trade and other payables      1,726       -          -           -             -          1,726
 Borrowings                    -           -          -           -             -          -
 Leases                        36          19         10          10            -          75
                               1,762       19         10          10            -          1,801

 

                               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

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 2025  11,792      (19)       (10)        (10)        -          11,753
 As at 31 December 2024  2,016       (223)      (67)        (10)        -          1,716

23. TRADE AND OTHER PAYABLES

                                     2025    2024
                                     £'000   £'000
 Trade payables                      1,155   1,278
 Contract liabilities (note 18)      -       63
 Accruals                            562     721
 Social security and other taxation  363     250
 Other payables                      9       7
                                     2,089   2,319

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

24. LEASE LIABILITIES

                                                2025    2024
 Maturity analysis                              £'000   £'000
 Within one year                                66      276
 In two to five years                           10      77
 Total undiscounted liabilities                 76      353
 Future finance charges and other adjustments   (1)     (16)
 Lease liabilities in the financial statements  75      337

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:

                          2025    2024
                          £'000   £'000
 Current liabilities      65      262
 Non-current liabilities  10      75
                          75      337

 

                                                              2025    2024
 Amounts recognised in profit or loss include the following:  £'000   £'000
 Interest on lease liabilities                                14      32

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 2024             244          625          -            -         -        869
 Asset at 1 January 2024                 -            -            (5)          (126)     (738)    (869)
 Deferred tax movements in prior year
 Charge/(credit) to profit or loss       (791)        962          5            29        (174)    31
 Credit direct to equity                 -            -            -            (31)      -        (31)
 Liability at 1 January 2025             -            1,587        -            -         -        1,587
 Asset at 1 January 2025                 (547)        -            -            (128)     912      (1,587)
 Deferred tax movements in current year
 Charge/(credit) to profit or loss       323          (115)        -            60        (266)    2
 Charge direct to equity                 -            -            -            (2)       -        (2)
 Liability at 31 December 2025           -            1,472        -            -         -        1,472
 Asset at 31 December 2025               (224)        -            -            (70)      (1,178)  (1,472)

There is an un-recognised deferred tax asset in relation to the Parent Company
losses of approximately £129,000 (2024 - £987,000). On a consolidated basis,
there is an un-recognised deferred tax asset in relation to the Group losses
of approximately £2,029,000 (2024 - £1,133,000), in relation to unrecognised
losses of approximately £8,118,000 (2024 - £4,531,000). The asset has not
been recognised as there is not sufficient certainty around the timing and use
of these losses.

26. DEFERRED GRANT INCOME

                                          2025    2024
                                          £'000   £'000
 Arising from government grants (note 5)  3,714   3,536

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:

                          2025    2024
                          £'000   £'000
 Current liabilities      293     293
 Non-current liabilities  3,421   3,243
                          3,714   3,536

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

Within deferred grant income is £169,000 (2024: £nil) relating to research
and development expenditure credits.

27. RETIREMENT BENEFIT SCHEMES

                                                                               2025    2024
 Defined contribution schemes                                                  £'000   £'000
 Charge to profit or loss in respect of defined contribution schemes (note 9)  191     189

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 £15,000 (2024 - £26,000).

28. SHARE-BASED PAYMENTS

                                  Number of share options     Average exercise price
                                  2025          2024          2025          2024

                                                              £'000         £'000
 Outstanding at 1 January 2025    1,884,730     1,802,234     0.34          0.24
 Granted in the period            124,286       148,638       0.86          0.94
 Forfeited in the period          (109,616)     (33,149)      0.94          0.98
 Exercised in the period          (63,735)      (32,993)      0.24          0.24
 Outstanding at 31 December 2025  1,835,665     1,884,730     0.34          0.34
 Exercisable at 31 December 2025  1,660,341     1,050,150     0.30          0.24

Options granted during the year

Options were granted on 14 February 2025, which was the only grant date during
the year. The fair value of the awards has been determined using the
Black-Scholes model, based on the following inputs:

                                    2025
 Grant date                         14 Feb
 Derived fair value per share       £0.156
 Inputs for model:
 - Weighted average share price     £0.480
 - Weighted average exercise price  £0.475
 - Expected volatility              40.94%
 - Expected life                    3 years
 - Risk free rate                   3.97%
 - Expected dividends yields        -%

 

                                                 2025    2024
 Expenses                                        £'000   £'000
 Related to equity-settled share-based payments  6       122

29. SHARE CAPITAL

                                  2025        2024        2025    2024
 Ordinary share capital           Number      Number      £'000   £'000
 Issued and fully paid
 Ordinary shares of £0.002 each   89,370,833  53,804,678  179     107

2025

In total, the Company raised £15,936,000 (before transaction costs) by
placing 35,566,155 Ordinary shares of 0.002 each.

2024

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

 Reconciliation of movements during the year:  Number
 At 1 January 2025                             53,804,678
 Issue of fully paid shares                    35,502,420
 Share options exercised                       63,735
 At 31 December 2025                           89,370,833

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.

Foreign exchange reserve - representing cumulative exchange differences from
translating foreign subsidiaries' financial results into sterling.

30. SHARE PREMIUM ACCOUNT

                                     2025     2024
                                     £'000    £'000
 At the beginning of the year        14,107   10,927
 Issue of new shares                 15,864   3,485
 Share option exercised              15       10
 Costs of issue set against premium  (1,052)  (315)
 At the end of the year              28,934   14,107

31. SHARE OPTION RESERVE

                               2025    2024
                               £'000   £'000
 At the beginning of the year  499     383
 Additions                     6       122
 Share options exercised       (45)    (6)
 At the end of the year        460     499

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.

                               2025    2024
                               £'000   £'000
 Short-term employee benefits  1,811   1,892
 Post-employment benefits      141     142
                               1,952   2,034

Included within the above are share-based payment costs of £13,000 (2024 -
£40,000), in respect of 737,000 (2024 - 721,000) vested and vesting share
options which were granted in favour of key management personnel.

The share-based payment charge reflects the expense in the period related to
options held up to the date of resignation for certain key management
personnel. Where certain awards were forfeited, the cumulative expense
previously recognised has been reversed through the profit or loss account.

34. SUBSIDIARIES

Details of the company's subsidiaries at 31 December 2025 are as follows:

 Name of undertaking                                         Registered office       Principal activities                                                   Class of shares held  % 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     -
 GB Wiring Systems Limited (Previously 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 Rd, Tonsley, 5042, Australia.

In 2023, the Group acquired a new subsidiary, GB Wiring Systems Limited. The
trade and assets were subsequently transferred to Richmond Design &
Marketing Limited during the year ended 31 December 2024. GB Wiring Systems
Limited was dissolved in 2025. The goodwill arising on acquisition of GB
Wiring Systems Limited remains an asset of the Group after the reorganisation
(see note 15).

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 January                          Interest  At 31 December
                    2025          Cash flows  New leases  charged   2025
                    £'000         £'000       £'000       £'000     £'000
 Bank loans         25            (44)        -           19        -
 Lease liabilities  337           (276)       -           14        75
                    362           (320)       -           33        75

 

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

36. EMPLOYEES

Company

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

                          2025    2024
                          Number  Number
 Executive Directors      4       4
 Non-executive Directors  4       4
 Total                    8       8

Their aggregate remuneration comprised:

                        2025    2024
                        £'000   £'000
 Wages and salaries     1,092   1,127
 Social security costs  158     149
 Pension costs          104     102
                        1,354   1,378

37. INVESTMENTS

Company

                                    Non-current
                              2025  2024
                              £     £
 Investments in subsidiaries  527   521

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 2025            10            511           521
 Share based payment charges  -             6             6
 At 31 December 2025          10            517           527
 Carrying amount
 At 31 December 2025          10            517           527
 At 31 December 2024          10            511           521

38. TRADE AND OTHER RECEIVABLES

                                                Current          Non-current
                                          2025  2024     2025    2024
 Company                                  £     £        £       £
 Amounts owed by subsidiary undertakings  580   11,785   18,006  -
 Other receivables                        1     3        -       -
 Prepayments and accrued income           43    178      -       -
                                          624   11,966   18,006  -

Following consideration by the Board regarding the expected timing of
settlement, amounts owed by subsidiary undertakings expected to remain
outstanding for more than 12 months after the balance sheet date have been
classified as non-current. The balances are interest free and are not subject
to a formal loan agreement.

39. CURRENT LIABILITIES

 Company                       Notes  2025  2024

                                      £     £
 Trade and other payables      40     330   344
 Taxation and social security         108   119
                                      438   463

40. TRADE AND OTHER PAYABLES

                                     Current
                                     2025     2024
 Company                             £        £
 Trade payables                      155      169
 Accruals                            174      175
 Social security and other taxation  108      119
 Other payables                      1        -
                                     438      463

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
                    Mr. A Cornish
                    Mr. J Elliott
                    Mr. I Grubb
                    Mr. P Whiting

 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  (#_ftnref1) SITA | Baggage IT Insights 2025 | Airline & Airport
Handling Trends
(https://www.sita.aero/resources/surveys-reports/sita-baggage-it-insights-2025-ads/)

 2  (#_ftnref2) Ibid

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