REG - Built Cybernetics - Final Results
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RNS Number : 5596X Built Cybernetics PLC 23 March 2026
23 March 2026
Built Cybernetics plc
("Built Cybernetics", the "Company", or, together with its subsidiaries, the
"Group")
Audited results for the year ended 30 September 2025
Built Cybernetics (AIM: BUC), the smart buildings group, announces its audited
results for the year ended 30 September 2025.
Highlights:
Financial
· Revenue from continuing operations up 8% to £20.1 million (2024:
£18.6 million)
· Annualised recurring revenue at year end from contracted services and
software in the smart building businesses up 43% to £1.71 million (2024:
£1.20 million)
· Annualised recurring revenue at year end from the Group's proprietary
software up 69% to £751,000 (2024: £444,000)
· Trading profit before tax (from continuing operations) of £77,000
(2024: loss £321,000)
· Post tax profit from continuing operations £111,000 (2024: loss
£1.08 million)
· Earnings per share from continuing operations 0.03p (2024: loss per
share 0.32p)
· Net current liabilities down by 44% to £0.97 million (2024: £1.72
million) following issue of £1.1 million Convertible Loan Notes to investors
Operational
· Smart Core deployed across 2.9 million sq ft of building floorspace
at year end (2024: 2.1 million sq ft)
· Flagship Smart Core site successfully transitioned to recurring
revenue and further deployments underway
· ecoDriver platform expansion: growth in deployments alongside
enhanced AI tool EDDIE to support energy optimisation and decarbonisation use
cases
Post period end
· Launch of MapBI from acquisition of 3DEO assets and migration of all
clients
· Acquisition of Work.Place.Create. by Aukett Swanke subsidiary
· Veretec's Kingsland Road project achieves national record for fastest
Gateway 2 approval under the Building Safety Act
· Disposal of lossmaking Anders + Kern business
· Concerns over energy shortages and price hikes creating a favourable
backdrop for ecoDriver
Clive Carver, Chairman, commented:
"We have built real momentum this year - scaling our Smart Core platform
internationally, restoring our architecture division to profitability, and
sharpening our strategic focus through disciplined portfolio moves. With three
software-led smart building businesses now in place and a clear path to
accelerate growth through both innovation and acquisition, we are increasingly
confident in our ability to create a leading PropTech group."
Nick Clark, Chief Executive, commented:
"This has been the year we started to show real traction: we continue to
transition the revenue mix from project-led revenues to a scalable,
software-driven model, with recurring income growing strongly and our
proprietary platforms beginning to deliver results. By combining deep
architectural expertise with smart building technology, we are building a
differentiated PropTech group; one that we believe is positioned to deliver
sustained growth and create long-term shareholder value."
The 2025 audited accounts are available now on the Company's website
(www.builtcybernetics.com (http://www.builtcybernetics.com) ), accompanied by
a video summary. The accounts are being posted this coming week to those
shareholders who have elected to receive a printed version. An announcement in
respect of the AGM will be made in due course.
Investor Enquiries https://builtcybernetics.com/link/PKNGBr
(https://builtcybernetics.com/link/PKNGBr)
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on this announcement via our investor hub
Built Cybernetics plc +44 (0)20 7843 3001
Clive Carver, Chairman
Nick Clark, Chief Executive
Canaccord Genuity Limited, +44 (0)20 7523 8000
Nominated Adviser and broker
Stuart Andrews
Elizabeth Halley-Stott
About Built Cybernetics plc
Built Cybernetics is a London-quoted PropTech group delivering Smart Buildings
and related services. The Group is uniquely positioned to ensure the technical
systems that run modern premises are designed as an integral part of the
structure, from the outset. By cross-selling smart buildings services
alongside our renowned architecture projects, the Group's strategy positions
Built Cybernetics plc to build beyond one-off project fees and generate
scalable and recurring revenues for our investors.
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Chairman's statement
Introduction
We are pleased to present the financial statements for the year ended 30
September 2025.
The Group continued to make encouraging progress in its mission to become a
leading supplier of software-led Smart Buildings services drawing on its
strong architectural heritage.
· Our Smart Core software ended the year installed in buildings
with, in aggregate, 2.9 million sq feet of floorspace across 15 countries.
· ecoDriver, which provides energy monitoring software, energy
efficiency consulting services and related hardware, continued to grow
steadily.
· Our architecture division led by our UK architecture businesses
bounced back to report a combined profit for the first time in several years.
Our financial performance was affected in the second half of the financial
year by a decline in the traditional audio visual installation work carried
out by the Group's Vanti subsidiary, mainly due to the decline in educational
related installation work following the introduction of VAT on private school
fees and the general uncertainty around private school funding. It remains to
be seen whether and when this element of our installation work returns to
previous levels.
Corporate events
A number of transactions were successfully completed during and after the end
of the financial year under review.
· In August 2025 we took the opportunity to strengthen our balance
sheet with the issue of £1.1 million convertible loan notes, while at the
same time reducing our borrowing costs.
· In September 2025 we took the decision to exit the Anders + Kern
distribution business acquired in 2023, which in November 2025, after the end
of the last financial year, was sold to its management for a nominal amount.
· Also in November 2025, we acquired the business and certain
assets of Belfast-based 3DEO whose Active Maps proprietary graphical
information software is used to visualise and analyse information in a 3D
environment and now trades under the MapBI name.
· In January 2026 we announced the acquisition of
Work.Place.Create., an architectural interiors business which has strong
operational synergies with the full-service design architecture business of
Aukett Swanke.
Faster Growth
The Group's AIM-quoted status brings the potential access to growth capital,
and an ability to use shares as currency to acquire successful private
companies. While this brings with it significant regulatory and compliance
costs, these are proportionally less burdensome the larger we can grow.
A limiting factor in the Group's growth has been the requirement to publish an
expensive and time-consuming Admission Document on the enlarged Group for
acquisitions classified as larger than our present business.
We were therefore encouraged to hear of the recent relaxation in the
documentary requirements for such acquisitions and now fully intend to seek
out larger acquisition targets to increase the pace of growth in what we
consider to be a fast-growing sector and one set for further consolidation.
Outlook
The Smart Core product shows considerable promise with leading blue chip
property sector clients. We look forward to developing the product further
with an emphasis on third party or channel sales to achieve its full
potential. EcoDriver also looks set for continued growth and the recently
acquired MapBI business has started well.
The cross over between the design architecture business and our Smart Building
activities is proceeding in line with management expectations.
With three separate software led Smart Buildings businesses and an
architectural division returned to profitability we look to the future with
confidence.
Clive Carver
Non-executive Chairman
20 March 2026
Chief Executive's Report
Introduction
The year ended 30 September 2025 was another where relatively modest
improvements in headline revenue and profitability masked progress within our
smart buildings businesses as we pursue our aim of creating a valuable
PropTech group.
Trading review
Revenue from continuing operations increased to £20.1 million from £18.6
million, of which smart buildings accounted for 50% and architectural services
50% with both divisions increasing their gross profits. The overall nominally
profitable result at the profit before tax level was the combination of a
welcome return to profitability from our architecture businesses and a
break-even performance in our smart buildings activities, with central costs
absorbing the operational profitability.
We have commenced reporting recurring revenues in our smart buildings
businesses, to help investors understand the progress we are making in
changing the nature of the Group's revenue streams. Measured at the period
end, the annualised recurring revenue from the Group's owned intellectual
property is £751,000, up 68% compared to the prior year.
Smart Buildings
The vision
Our vision is to build a technology led property services group, drawing on
our strong architecture heritage.
Smart buildings integrate advanced technologies, data analytics, and
automation to create buildings that can act for themselves and provide
enhanced occupier experiences. They optimise energy consumption, streamline
operations, and personalise experiences for occupants. By interconnecting
systems, leveraging the Internet of Things (IoT) and artificial intelligence
(AI), smart buildings offer real-time monitoring and management, energy
savings, improved comfort, proactive maintenance, and cost reduction.
The Smart Buildings business model
In comparison with pure architecture a smart buildings business model has two
fundamental advantages essential to the creation of shareholder value, namely
scalability and longevity.
· Growing revenue from property related software and services is
not constrained by the need to take on ever increasing numbers of staff. This
provides an ability to scale revenues without a proportionate increase in
costs, which does not exist where income is principally the function of hours
charged.
· Architects also typically primarily get paid only during a
building's planning and construction phases whereas with smart buildings
income can be generated throughout the entire life of the building without
needing resource-intensive support.
Vanti
Vanti is by far the largest of the Group's current smart buildings activities,
and now includes all the former Torpedo Factory Group businesses, including
Stage Technology. As a consequence much of its revenue at its current stage of
development is still project-based system integration work, although an
increasing focus is being developed on longer term software opportunities.
Vanti revenue grew 9% in the year, with gross profit increasing to £4.9
million (2024: £4.2 million). Within these amounts there were differing
outcomes for the Smart Core software led activities and the traditional
installation activities.
Smart Core
We are encouraged by the adoption of our flagship Smart Core software product
by leading property clients. The landmark skyscraper in the City of London
that purchased the first enterprise licence of Smart Core in summer 2024 is
moving into support, generating an annual six figure revenue. We also
completed additional deployment of Smart Core at a premium Birmingham office
and other central London locations adding an additional Enterprise licence and
two Master Service Agreements (MSAs) in the process helping increase recurring
revenue streams.
Our plan for the commercial development of Smart Core is to continue to extend
its deployment including into two further prominent sites in central London
one of which is mid installation. Our "land and expand" strategy of selling
further into existing clients is also underway with two prestigious tenants at
previous project sites taking up additional Smart Core instances with other
tenant pricing discussions in progress. These will ensure continued growth in
the square footage where Smart Core is deployed.
Recurring revenue streams through software or MSAs associated with Smart Core
stood at the rate of £42,000 per month as at the year end. Smart Core was
also a key project integration differentiator being the central factor in over
£1 million of master systems integration (MSI) project revenue over the
financial year.
To date Smart Core has been deployed only as part of Vanti's integration work.
The current deployment model means the software has yet to be sold through
third parties. This limits the rate at which we can scale Smart Core revenue
streams.
Our plan for the technical development of Smart Core in the current and
following financial year is threefold. We intend to:
1. take Smart Core from being a developer-delivered tool to
being a scalable product ready for third party integrators to deploy;
2. develop a channel partner ecosystem and build a pipeline of
opportunities through those partners; and
3. create a technology partner ecosystem and marketplace to
open up additional revenue streams for Smart Core.
System Integration Work
The installation-led activities across MSI, Audio Visual (AV) and Stage and
performance technology had a strong start to the year under review before
tailing off in the second half.
As noted in the chairman's statement a significant contributory factor was the
impact of the imposition of VAT on private school fees, which resulted in much
of the seasonal surge of work for educational establishments during the summer
months not materialising and therefore impacted our Stage and performance
technology line.
We have been responding to the downturn in activity by implementing a cost
reduction exercise in the integration activities (including making changes to
the management team) to better match contracted revenues with costs, while
protecting resources for the development of Smart Core as we continue to
commercialise this proprietary Building Operating System software.
ecoDriver
ecoDriver is the Group's energy monitoring platform, selling software,
consultancy services, sensors and other hardware that allow clients to monitor
their energy usage and identify savings.
Revenues continued to grow strongly, albeit from a low base. The high number
of new deployments in the year resulted in lower gross profit margins as much
of the costs of installation are typically recovered in subsequent years. This
larger installed base, however, allows us to generate increased SaaS revenues
and margins in subsequent years as the business matures.
The business generated losses at a higher level than last year as, given
ecoDriver's relatively small scale at present, we continue to prioritise
growing market share over short term profit. With energy prices in the UK high
and forecast to remain so, we believe ecoDriver's services will be
increasingly valuable in the years ahead.
Alongside our financial performance, this year has seen continued progress in
the development of the ecoDriver platform. We enhanced EDDIE our AI
Sustainability assistant, making it more intuitive and better able to support
users in turning energy data into actionable insights. We have also delivered
new features requested both by existing and new clients, ensuring the platform
continues to evolve in line with real-world needs. Looking ahead, our roadmap
includes the development of generation three of EDDIE, focused on delivering
deeper insight, improved usability and even greater impact in reducing energy
waste and supporting decarbonisation.
Anders + Kern
Anders + Kern distributes hardware to workplace technology system integrators.
We acquired the company in 2023 for £0.5 million based on a longer term
strategy to use its client base to deploy the software that the Group
develops. However, changes of ownership at two of its main suppliers led to
new distribution arrangements. Following this the division's performance
deteriorated sharply and we took the decision to sell shortly before the end
of the period under review.
Architecture
The Group has two established UK architecture businesses, Veretec, which
offers executive architecture services - often in partnership with pure design
architects - and Aukett Swanke Limited, which offers a full design service.
Additionally, the Group owns 25% of Aukett + Heese, a leading Berlin based
architecture practice and 50% of Aukett + Heese Frankfurt, an architecture and
general planning practice serving businesses in the Frankfurt area.
The UK architecture businesses generated revenue of £10.1 million, up from
£9.5 million with profit before management charges increasing from £0.25
million to £0.97 million. Of this amount £0.4 million relates to a one off
gain relating to the accounting treatment of a new lease as more fully
explained in notes 15 and 38.
The return of the UK architecture businesses to overall profit is a welcome
development and one we believe is set to continue based on the performance to
date in the current financial year.
Veretec
Veretec, our executive architecture practice, grew strongly during the year
and enjoys a market leading position.
It exceeded its revenue target during the year, with sales of £7.55 million
representing growth of 27.5% on the £5.92 million achieved in the prior year.
Veretec has delivered several successful projects during the period, although
as a general rule residential projects have been more challenging than
commercial ones.
The Building Safety Act presents a number of opportunities for Veretec to
demonstrate the value of its business model, with a requirement to achieve
Gateway 2 approval, the new "hard stop" checkpoint for high risk buildings. At
the time of writing, this is widely reported as taking an average of 43 weeks
to achieve, and 48 weeks in London. On its first project to require this
standard, Veretec successfully achieved Gateway 2 approval in 13 weeks,
setting a new record for the fastest achievement. This unlocks real value for
developers.
Aukett Swanke Limited
Aukett Swanke Limited (ASL) is the Group's full service architectural and
interior design practice. The first half of the year was hampered by project
delays and pauses between work stages, resulting in losses; however several
large projects were confirmed in the second half, leading to a profitable
final quarter, and a momentum of success which has continued into the current
year.
Notable completions in the year were 7 Princes Street, a flagship office in
the City of London, and the fit-out of new West End headquarters for Lazard.
New commissions included ongoing work at Lloyd's of London as we continue to
work alongside them to upgrade their work space, and a new 350 room hotel also
in the City of London.
Additionally, ASL has continued to work closely with Vanti to develop a
symbiotic relationship, where ASL's contacts create opportunities for Vanti
and Smart Core, while the knowledge from working with Vanti boosts Aukett
Swanke's credentials for the delivery of smart buildings that will not just
look good, but provide a great experience for those who live and work in and
around them.
German investments
The Berlin and Frankfurt businesses are associated undertakings, so we do not
include their results in our consolidated revenue and operating profit
numbers. We did though receive approximately £0.33 million in management
charges and dividends from our German investments.
Under German accounting rules for larger construction firms, profits can only
be recognised after a contract has been completed, regardless of any income
received during the life of such a contract and with contracts sometimes
lasting for several years. As a result, there is an inevitable delay in
receiving dividend payments from our Berlin investment that under UK
accounting rules could be made years earlier.
While the accounting carrying value of our German investments is £1.0 million
we regard their true value as being much greater. In contrast to previous
years the Berlin based business, while forecasting continued profitability,
has a more cautious short term outlook, although the Frankfurt based business
looks to be having another strong year.
Central costs
After the sizable reduction in audit costs in the prior year, the reduction in
central costs was smaller this year. We believe we have reduced the Group's
central costs to a level which is appropriate for a group that is actively
evaluating significant M&A opportunities and seeking to engage more
actively with investors.
Funding
To fund our core businesses
The September 2024 £2.5 million disposal of Torpedo Factory Group's former
west London freehold, meant we entered the financial year under review with
relatively low debts. Notwithstanding this the nature of the current Group
meant that we traded throughout the year with a tight working capital
position. To alleviate this, we raised £1.1 million through the issue of 12%
Convertible Loan Notes repayable on 31 December 2027.
To fund growth
We have been mindful not to dilute shareholders unnecessarily in the pursuit
of growth. Where possible, as with the recent Work.Place.Create. acquisition
described below, we have sought to use the cashflows from the acquired
business to fund the bulk of the purchase consideration.
Acquisitions after the end of the period under review
MapBI
In November 2025, we announced the creation of MapBI, formed from the
acquisition of 3DEO, a geospatial information system (GIS) software company
which facilitates smart cities and portfolio-wide data on building
performance. Terms of the acquisition are set out in the post balance sheet
event note, note 38. It was gratifying to report in January that from a
standing start MapBI had secured approximately £20,000 of monthly recurring
revenue (MRR) and won a place on the Thames Freeport Connectivity Lab with
live trials being implemented at DP London Gateway.
We also anticipate that MapBI's acquisition of 3DEO's intellectual property
brings the group pre-existing software that should save significant
development time at Smart Core.
Work.Place.Create.
In January 2026 we announced the acquisition of Work.Place.Create. by Aukett
Swanke, our full service architecture business. Details of this are set out in
the post balance sheet event note, note 38. The business has been integrated
into Aukett Swanke and we are confident it will boost Aukett Swanke's
profitability in the current and subsequent years. It is also expected to
generate additional leads for our smart buildings businesses. Where
architecture is primarily concerned with developers and landlords, interior
design is more generally associated with tenants. This gives us an additional
avenue of approach to the market, and also tends to have a faster turnaround
without planning delays or long construction timescales.
Current trading
In the first half of the current financial year, while the architecture
businesses are performing profitably and ahead of the equivalent period last
year, the implementation of cost reductions in the traditional integration
work at Vanti means that their first half performance will show a loss. MapBI
is also making modest short term losses as we build the recurring revenues.
Accordingly, for the Group as a whole, first half trading will be another
moderate loss. At this stage of the Group's transition to a software led
PropTech group, a large proportion of revenue continues to come from one off
projects, which can be subject to potential delays and project overruns, and
as such while no dramatic change in overall performance is expected it is
difficult to predict with confidence the outcome for the full year from the
Group's existing businesses.
Our software assets - ecoDriver, Vanti's Smart Core, and MapBI's Active Maps -
continue to make good progress both commercially and technically. Operating
real-world infrastructure requires deep integration with building systems,
robust security and trusted data governance. These capabilities form durable
infrastructure that AI builds upon to unlock tremendous value for our clients,
and we expect this value to be reflected in strong growth in our recurring
revenues.
Future plans
The Group remains glad of its public quoted status in the belief that this
offers us optimum access to the right kind of capital. Our chairman commented
in his statement that a significant barrier to growth of AIM companies by
acquisition has been the time and cost of producing documentation to effect
acquisitions where failing just one of five different measures of relative
size can mean it is classed as a reverse takeover. To that end we participated
actively in discussions with Government and the London Stock Exchange (LSE)
who have been reviewing changes to facilitate the growth of AIM companies.
It was therefore encouraging to see updated guidance from the LSE on the
interpretation of the AIM Rules, in a manner that is intended to make larger
acquisitions within a Group's core competencies much faster to execute and
with much lower transactional costs. This gives us scope to look at
transformational acquisitions. As it will take some time for the developments
in the existing Smart Buildings businesses to be generating strong predictable
profits, so in the short term the investment case is predicated on acquisitive
growth. Finding the right transactions will take time but the search is well
underway. We are a growth company and intend to remain so.
I would again like to thank our employees for their support over the past
year, particularly those who purchase our shares every month, demonstrating
their belief in what we are building. I would also like to thank the Quoted
Companies Alliance for its support and for allowing me to have an input on
their efforts to make public markets work better for the benefit of all. I
remain excited to be running an AIM company and am looking forward to taking
advantage of the new opportunities the LSE is opening up to allow smaller
quoted companies to accelerate their growth.
Current and prospective shareholders are encouraged to visit our
investor-focused website at www.builtcybernetics.com and sign up to receive
updates and engage with the business as we continue to report our progress.
Nick Clark
Chief Executive
20 March 2026
Financial review
Basis of presentation
The Group operates two separate divisions, Smart Buildings and Architecture.
The results of Anders + Kern are not included within Smart Buildings as at the
year-end they were classed as discontinued activities.
Group's interest in the Berlin and Frankfurt operations are consolidated in
the Group's financial statements as the share of results of associates and
joint ventures. Accordingly, their revenue, gross profit and costs are not
included in the following tables, but the Group's share of their profits are
included in the trading profit/(loss).
Segmental analysis from continuing operations
Year ended 30 September 2025 Smart Buildings Architecture Group costs* Total
£'000 £'000
£'000 £'000
Revenue 9,946 10,115 - 20,061
Gross profit 5,277 9,772 - 15,049
Trading profit/(loss) (209) 742 (456) 77
Exceptional costs - - - -
Profit/(loss) before tax (209) 742 (456) 77
Year ended 30 September 2024 Smart Buildings Architecture Group costs* Total
£'000 £'000
£'000 £'000
Revenue 9,069 9,564 - 18,633
Gross profit 4,607 9,299 - 13,906
Trading (loss)/profit (74) 405 (652) (321)
Exceptional costs (859) (352) (27) (1,238)
(Loss)/profit before tax (673) 53 (679) (1,299)
*Group costs are shown net of management charges to subsidiaries, and the
German associate and joint venture. Group costs excluding income from
management charges are disclosed in Note 3.
Smart Buildings businesses
Year ended 30 September 2025 Vanti ecoDriver Other Total
£'000 £'000 £'000 £'000
Revenue 9,375 571 - 9,946
Gross profit 4,908 369 - 5,277
Trading loss (74) (135) - (209)
Exceptional costs - - - -
Loss before tax (74) (135) - (209)
Annualised recurring revenue - Maintenance and other(1) 955 - - 955
Annualised recurring revenue - Internal IP(1) 500 251 - 751
Year ended 30 September 2024 Vanti ecoDriver Other Total
£'000 £'000 £'000 £'000
Revenue 8,592 477 - 9,069
Gross profit 4,200 407 - 4,607
Trading loss (26) (48) - (74)
Exceptional costs (599) (260) - (859)
Loss before tax (625) (48) - (673)
Annualised recurring revenue - Maintenance and other(1) 751 - - 751
Annualised recurring revenue - Internal IP(1) 226 218 - 444
(1)Alternative performance measures, refer to page 16 for definition
Vanti (including TFG Stage Technology)
Vanti grew revenue by 9% year on year showing a loss before tax of £74k, the
comparable for the prior year was a £26k loss after taking out one off costs
(primarily the £585k cost of revaluation of The Old Torpedo Factory freehold
property sold during the prior year).
The company follows a twin track approach where focus is on recurring revenue
streams associated with software and the company's internally generated
intellectual Property (IP) combined with more traditional installation
activities of an MSI. Recurring revenue streams now account for approximately
20% of the total turnover with the majority of this being on long-term
software and service contracts which have continued to increase as the year
progressed.
Installation activities as noted in the Chief Executive's statement saw a
decline in the second half of the year which led to a limited performance in
terms of overall profitability. However, we are confident that this will build
again over the course of 2025/26 and have undertaken a cost cutting exercise
in the meantime to mitigate risk.
We continue to invest heavily in our internal IP with £250k of development
capitalisation. However, this is a small proportion of the annual spend to
bring this product quickly to market so that it is not just a
developer-delivered tool and is increasingly a scalable product ready for
third party integration.
The company's primary focus is realising revenues off the back of its IP
development, as a result short term profitability will continue to be at a
reduced level while we expedite bringing this product to a wider scalable
market.
ecoDriver
ecoDriver grew revenue by 19.7% year on year, although cost of sales was
higher leading to a lower gross profit, as the new orders required the
installation of higher quantities of equipment. Whilst lowering the gross
profit in the year, this puts ecoDriver into a stronger position to deliver
increased long term SaaS revenues in future years.
The segment recorded a modest loss excluding group management charges, with
£166k of software development costs being capitalised. Approximately 34% of
ecoDriver's revenue is recurring, under long term contracts for software
licence fees and advisory services.
Architecture businesses
Year ended 30 September 2025 Veretec ASL Other Total
£'000 £'000 £'000 £'000
Revenue 7,547 2,568 - 10,115
Revenue less sub consultant costs(1) 7,304 2,468 - 9,772
Trading profit 509 93 140 742
Exceptional costs - - - -
Profit before tax 509 93 140 742
FTE technical staff(1) 71 25 - 96
Net revenue per FTE technical staff(1) 103 99 - 102
Year ended 30 September 2024 Veretec ASL Other Total
£'000 £'000 £'000 £'000
Revenue 5,918 3,607 39 9,564
Revenue less sub consultant costs(1) 5,823 3,437 39 9,299
Trading profit 224 37 144 405
Exceptional costs (164) (100) (88) (352)
Profit/(loss) before tax 60 (63) 56 53
FTE technical staff(1) 58 34 2 94
Net revenue per FTE technical staff(1) 100 101 20 99
(1)Alternative performance measures, refer to page 16 for definition
United Kingdom Architecture
( )
The UK's architecture revenue increased 6.2%, and stripping out pass through
subconsultant costs revenue increased 5.5% year on year.
With net revenue per full time equivalent technical staff remaining broadly
consistent with the previous year, the increase in revenues fed through to an
increase in the contribution of the UK architecture businesses both before and
after central management charges.
Of this amount £0.42m included in the profit relates to a one off gain
relating to the accounting treatment of the London office lease.
The overall result marked contrasting years for the Group's two UK
architectural practices. Veretec grew significantly with revenue increasing
27.5% to £7.55m. Much of the growth was in the second half of the year as
staff numbers increased from 62 FTEs at the start of the year to over 87 by
September 2025. Despite the outlay of recruitment and other associated costs
to get staff started and a relatively short time in which many those new staff
were generating profits, Veretec was still able to contribute £0.51m of
profit before tax in the year.
Aukett Swanke Limited revenue however was down 28.8% year on year to £2.57m.
The practice suffered from client delays with a number of significant projects
either sold or paused by clients. One of the projects which had stopped in the
prior year restarted under new ownership mid way through the year, and other
new projects enable second half revenue to be 32% higher than the first half
of the year, with the projects then set to continue through into the next
financial year. With a team size averaging 25 FTEs through the year, and the
benefit of the gain on the new lease, ASL was able to erase the first half
loss and ended the year with a £0.09m profit before tax.
Continental Europe
The principal components of the Continental Europe hub are the two German
investments, for which under prevailing accounting rules we do not show
revenue and costs but only report our share of profits.
2025 2024
£'000 £'000
Revenue - 39
Revenue less sub consultant costs(1) - 39
Trading profit 157 161
Exceptional costs - (88)
Profit before tax 157 73
FTE technical staff(1) - 2
Net revenue per FTE technical staff(1) - 20
Including 100% of associate & joint ventures
Total revenues under management 15,888 16,862
Revenue less sub consultant costs(1) 11,613 11,487
FTE technical staff(1) 119 117
Net revenue per FTE technical staff(1) 98 98
(1)Alternative performance measures, refer to page 16 for definition
The hub result before tax (including Group management charges), including the
joint venture and associate in Germany, was a profit of £157k (2024: £73k).
Continental Europe's result represents the activities of the associate in
Berlin and joint venture in Frankfurt. The prior year included 3 months' trade
of the former Turkey subsidiary up to the sale in December 2023, and a loss on
disposal.
Berlin continued to experience an ongoing sluggish market, primarily in the
residential sector. However, the year to 30 September 2025 still represented
another profitable year from the Berlin and Frankfurt studios with the result
very similar to the prior year after stripping out the prior year loss in
Turkey.
Total revenues under management decreased 5.8%, whilst revenue less sub
consultant costs increased 1.1%. Staff numbers increased marginally to 119
FTEs (2024: 117), so net revenue per FTE technical staff remained constant at
£98k (2024: £98k).
Balance sheet
Non-current assets increased by £511k, principally as the result of
capitalised IT development costs of £448k.
Notwithstanding a £183k increase in cash and cash equivalents, total current
assets fell by £1,778k, principally due to decreases of £1,444k in trade and
other receivable and of £504k in contract assets.
Total current liabilities decreased by £2,528k, principally due to decreases
of £1,430k in trade and other payables and of £724k in contract liabilities.
Non-current liabilities increased by £1,072k principally as the result of the
convertible loans notes issued during the period.
Cashflow
In the period under review the Group generated £80k from operations and
received a further £34k from tax credits. £211k was received as dividends
from our German investments and £178k from the issue of new shares and the
sale of investments. Additionally, £1,115k was received from the issue of
convertible loan notes.
In aggregate £792k was spent in loan, lease and net interest payments. £448k
was invested in software development and £138k on additions to property plant
and equipment.
The net effect of all of these movements was that cash increased by £204k to
£393k.
Financing and Going Concern
Basis of the board's opinion
The Board has produced cash flow forecasts for a period of 18 months from the
approval of these financial statements, which comprise detailed income
statements, statements of the financial position and cash flow statements for
each of the Group's operations. The Board has also considered the risks and
uncertainties associated with the principal operations and the funding
position in general, including the consideration of a number of differing
scenarios based on varying trading performance across the Group.
The Group's forecasts are prepared using information on secure contracted work
and potential work which is deemed to have a greater than 50% chance of being
undertaken, with the income figures suitably discounted, and on new work based
on historical experience.
Mitigating action
Should either the cash generation from the Group's existing business units
decline or the push for growth in the smart buildings arena lead to a
prolonged shortfall in cash the Board has the following funding or mitigating
options beyond the typical cost cutting in the face of declining activities:
· Vanti Ltd has received a time limited fully approved offer for an
£890k loan which can be drawn down as needed.
· The Board believes the commercial value of a number of its
businesses and investments is substantial in relation to the Group as a whole
and if necessary could be realised at values which are in excess of book
value.
· As a company with shares quoted on the London Stock Exchange
there is the option to seek additional equity investment from the issue of new
shares, as was demonstrated by the share subscription in connection with the
Vanti transaction.
· The Group has outstanding warrants entitling holders to subscribe
£235,000 of cash for new shares. The exercise price is 1 penny per share,
which is a significant discount to the current market price, and it is
therefore reasonable to expect the warrants will be exercised prior to their
expiry in May 2027.
Other funding and mitigating options available to the board are also discussed
in note 1.
Based on forecasts prepared and reviewed for the period to 30 September 2027,
the Directors have a reasonable expectation that the Group will have adequate
resources to continue in operational existence for the foreseeable future. For
this reason, the Board considers it appropriate to prepare the financial
statements on a going concern basis.
The going concern statement in the Directors' report and corresponding section
in note 1 provide a summary of the assessments made by the directors to
establish the financial risk to the Group over the next 12 months. This is
further supplemented by the principal risks and uncertainties section in the
Strategic Report.
Key Performance Indicators ("KPIs")
The key performance indicators used within the Group for assessing financial
performance are:
Groupwide KPIs
· Result before taxation is further assessed on pages 11 to 14;
· Cash at bank and in hand and net funds / (debt), which is
assessed further on page 2.
Smart Buildings businesses specific KPIs
· Annual recurring revenue - Recurring revenue recognised in the
month of September 2025 extrapolated as an annualised figure (September
revenue multiplied by twelve). Then subdivided into:
i) Maintenance and other, assessed on pages 11 to 12;
ii) Internal IP - representing software licence sales from
software which is owned by the Group, assessed on pages 11 to 12.
Architecture businesses specific KPIs
· Revenue less sub consultant costs which reflects the revenue
generated by our own technical staff but excludes the revenue attributable to
sub consultants, which are mainly passed through at cost. This is the key
driver of profitability for our business, and is discussed by segment on pages
13 to 14;
· Revenue less sub consultant costs being generated per full time
equivalent (FTE) technical member of staff ('net revenue per FTE technical
staff'). This KPI is only analysed on a segmental basis and calculations for
each segment can be found on pages 13 to 14;
· Full time equivalent technical members of staff are given for
each hub on pages 13 to 14.
Antony Barkwith
Group Finance Director
20 March 2026
Strategic report
The Directors present their Strategic Report for the Group for the year ended
30 September 2025.
Strategy
We aim to create shareholder value over the medium and longer terms through
the provision of smart building systems and services drawing on our extensive
architecture heritage. At the same time we aim to provide an attractive and
rewarding working environment for our staff.
Business Model
Smart Buildings
We intend to establish a leading presence in the delivery of smart buildings
systems and services, which entails acquiring and developing our own smart
buildings software, the deployment of smart building systems, and the
provision of related services.
As this side of the Group's activities continues to develop and as we further
develop our own systems the proportion of income represented by software
licencing and related services is expected to increase. In so doing this
element of the Group's business will be far more scalable than the traditional
architecture model.
Architecture
Our architecture and interior design businesses operate in the UK and Germany,
with other locations continuing to operate through licence based arrangements
where the responsibility for profit rests with local management and owners.
The UK Architecture hub comprises two principal service offers: an executive
architectural delivery service operating under the Veretec brand, and a
comprehensive architectural design including master planning, interior design
and fit-out capability under the Aukett Swanke brand.
Additionally, we have equity interests in leading architecture practices in
Berlin and Frankfurt and brand licence arrangements in the UAE and Turkey.
Our architecture business model is to charge on a time or project basis for
the work of our professional staff.
Principal Risks and Uncertainties
The directors consider the principal risks and uncertainties facing the
business are as follows:
Geo-political factors
Political events and decisions, or the lack thereof, can seriously affect the
markets and economies in which the Group operates, leading to a lack of
decisions by government bodies and also by clients. More specifically
anything that creates or adds to economic uncertainty has the possibility of
delaying long term property related investment decisions. In turn this
directly impacts workload and can even delay committed projects.
Levels of property development activity
Changes in development activity levels have a direct impact on the number of
projects that are available. These changes can be identified by rises and
falls in overall GDP, construction output, planning application submissions,
construction tenders and starts, investment in the property sector and numbers
of new clients.
In addressing this risk, the Group considers which markets and which clients
to focus upon based on the strength of their financial covenant so that there
is clear ability to provide both project seed capital and geared funding to
complete the delivery process.
Share price volatility
A strong share price and higher market capitalisation attract new investors
and provide the Group with greater flexibility when considering M&A
activity. Conversely a weaker share price affords the Group less flexibility.
The share price has performed well but trading volumes remain low suggesting a
risk of volatility.
As a member of the QCA we engaged with Government, parliamentarians, and the
LSE on the future of AIM. While there was a further reduction in the number of
companies on AIM in 2025, it was pleasing to see the LSE relaxing the
interpretation of the AIM rules in ways that should materially benefit the
Company.
Technical Risk
There can be no guarantee that the Group's current competitors or new entrants
to the markets in which the Group's businesses operate will not bring superior
technologies, software, products or services to the market which, in
consequence, make the Group's current offerings obsolete. The Group therefore
needs to enhance and develop these offerings and will need to anticipate or
respond promptly and successfully to technological change. If the Group is
unable to do this sufficiently well, or at all, it may be at a significant
disadvantage to the competition. The Group seeks to mitigate this risk
through, inter alia, a well structured development programme and ongoing
investment in its software and by staying abreast of market trends.
Operational gearing and funding
As a small but acquisitive Group we have a relatively high level of
operational gearing, through staffing, IT and property costs, which can make
it difficult to reduce costs sufficiently quickly to immediately avoid losses
and associated cash outflows when faced with sharp and unpredicted falls in
revenue.
The Directors seek to ensure that the Group retains appropriate funding
arrangements and regularly and stringently monitor expected future
requirements through the Group's annual budgeting, monthly forecasting and
cash flow, and weekly and daily cash reporting processes in order to react
immediately to a required change with maximum flexibility.
Towards the end of the period under review the Company successfully raised
over £1m of Convertible Loan Notes greatly improving liquidity for the
Group.
Staff skills and retention
Our business model relies upon a certain standard and number of skilled
individuals based on qualifications and project track record. Failure to
retain such skills makes the strategies of the Group difficult to achieve.
The Group aims to ensure that knowledge is shared and that particular skills
are not unique to just one individual.
The Group conducts external surveys to ensure that salaries and benefits are
appropriate and comparable to market levels and endeavours to provide an
attractive working environment for staff.
Staff training programmes, career appraisals and education assistance are
provided, including helping our professionally qualified staff comply with
their continuing professional development obligations. Training programmes
take various forms including external courses and external speakers.
Quality of technical delivery
In common with other firms providing professional services, the Group is
subject to the risk of claims of professional negligence from clients.
The Group seeks to minimise these risks by retaining skilled professionals at
all levels and operating quality assurance systems which have many facets.
These systems include identifying specific individuals whose roles include
focusing on maintaining quality assurance standards and spreading best
practice.
The Group's UK architecture operations are registered under ISO 9001 which
reflects the quality of the internal systems under which we work. As part of
these registrations an external assessor undertakes regular compliance
reviews. In addition, as part of its service to members, the Mutual, which
provides professional indemnity insurance to the UK, undertakes annual quality
control assessments.
The Group's UK architecture businesses maintain professional indemnity
insurance in respect of professional negligence claims but are exposed to the
cost of excess deductibles on any successful claims.
For Aukett Swanke Limited, this insurance cover is provided by The Wren, which
is an industry body formed to provide such insurance, and of which Aukett
Swanke Limited is a member. The Wren is a mutual organisation owned and
funded by its members and accordingly, Aukett Swanke Limited can be subject to
cash calls alongside other members in the event The Wren's reserves fall to a
level where its capital ratios are below the level required by its regulator.
Contract pricing
Fee proposals to clients are prepared by experienced practice directors who
will be responsible for the delivery of the projects. Fee proposals are based
on appropriate due diligence regarding the scope and nature of the project,
knowledge of similar projects previously undertaken by the Group and estimates
of the resources necessary to deliver the project. Fee proposals for larger
projects are subject to review and approval by senior Group management and
caveats are included where appropriate.
Under performing acquisitions
The acquisition of businesses for too high a price or which do not trade as
expected can have a material negative impact on the Group, affecting results
and cash, as well as absorbing excessive management time.
The Group invests senior management time and Group resources into both pre-
and post-acquisition work. Pre-acquisition there is a due diligence process
and price modelling based on several criteria. Agreements entered into are
subject to commercial technical and legal review. Post-acquisition there is
structured implementation planning and ongoing monitoring and review.
Cybersecurity Risk
An unauthorised intrusion, phishing infiltration, denial of service or some
similar act by a malevolent party could disrupt the integrity, continuity,
security and trust of the Group's systems, including those licenced to
customers. Although the Group has protections and backup systems in place,
should these protections fail or be breached in a cyber attack, this could
impact the day to day operations of the Group and result in costly litigation,
significant financial liability and a loss in confidence in the Group's
ability to serve its clients securely, which could have a material adverse
impact on the Group's business. In addition, due to the ever-evolving nature
of these threats, the Group is required to continue to invest resources to
enhance the Group's security systems. The Group has technical and physical
controls in place to mitigate unauthorised access to client data, as well as
cyber liability insurance, but may not be able to prevent a material event in
the future.
The Strategic Report was approved by the Board on 20 March 2026 and signed on
its behalf by
Nick Clark
Chief Executive
Board of
Directors
Clive Carver (Non-Executive Chairman)
FCA FCT Aged 65
Clive became Chairman in December 2022 having joined the board in May 2019 as
a non-executive director.
He has been the Chairman of AIM listed Caspian Sunrise PLC since 2006, and
over the past decade has served on the boards of 8 companies listed on the
London Stock Exchange, often in the role of Chairman.
He spent 15 years as a Qualified Executive with a number of City broking firms
and was until 2011 Head of Corporate Finance at finnCap. He qualified as a
Chartered Accountant with Coopers & Lybrand and has worked in the
corporate finance departments of Kleinwort Benson, Price Waterhouse, Williams
de Broe and Seymour Pierce. He is also a qualified Corporate Treasurer.
Clive chairs the Audit committee and the Governance & Regulatory Committee
and is a member of the Remuneration and Risk Committees.
Robert Fry (Deputy Chairman)
BA(Hons) DipArch MA RIBA Aged 69
Robert was appointed interim CEO of the Group in January 2023 having joined
the Board in March 2018 as Executive Director and Managing Director -
International.
Following Nick Clark's appointment as Group Chief Executive in April 2023
Robert became a part time executive director and Deputy Chairman with
responsibly for the Group's UK architecture and international operations.
Robert became a non-executive director in April 2024.
Following his graduation from Sheffield University he spent his formative
years at Milton Keynes Development Corporation. In 1987 Robert became a
founding member of Swanke Hayden Connell's London office, joining its Board in
2002 and becoming Managing Director of the UK and Europe group in 2005.
Robert is Chairman of the board's Risk committee and a member of the Audit,
Remuneration, and Governance & Regulatory Committees.
Nick Clark (Chief Executive)
BSc (Hons), MPhil Aged 51
Nick was appointed as an executive director of the Group in March 2023
following the Group's acquisition of TFG and became Chief Executive in April
2023.
He founded the TFG business in 1997 and has grown it through a combination of
acquisitions and organic growth. Nick is also a non-executive director at
Acuity RM Group plc, the AIM-quoted provider of risk management software.
Prior to starting TFG Nick studied physics at Imperial College, followed by an
MPhil in Microelectronic Engineering and Semiconductor Physics at the
University of Cambridge.
Nick is a member of the Governance & Regulatory Committees.
Antony Barkwith (Group Finance Director)
FCA MPhys (Hons) Aged 45
Tony is the Group Finance Director of Built Cybernetics plc. He joined the
Group in November 2018 as Group Financial Controller, was promoted to Group
Finance Director (non-Board) in April 2019 and was subsequently appointed to
the Board in July 2019.
Tony is a Chartered Accountant, having qualified with BDO LLP, and has a
master's degree from the University of Warwick. He was previously Group
Financial Controller for Advanced Power, an international power generation
developer, owner and asset manager, working there from 2010 until 2018.
Freddie Jenner (Group Chief Operating Officer)
FCCA BSc (Hons) Aged 42
Freddie was appointed to the Board in June 2023 as Chief Operating Officer.
Freddie joined the finance team at what is now Vanti Ltd in 2007, becoming
Finance Director of the parent company Torpedo Factory Group Limited when he
qualified as a chartered certified accountant in 2012. He was instrumental in
driving growth in value of TFG through acquisitions and upgrading systems and
processes over the following decade, prior to the acquisition of TFG by the
Group in March 2023.
Freddie is a member of the Risk Committee.
Tandeep Minhas (Non-executive director)
LLB (Hons), LPC, CF Aged 54
Tandeep was appointed to the board as a non-executive director in April 2023.
Tandeep is a partner in international law firm Taylor Wessing LLP, where she
heads the Corporate Finance practice. She advises on all aspects of corporate
finance M&A work, including public takeovers, fundraisings and IPOs,
company and business acquisitions and disposals, joint ventures and
reorganisations.
She has specialist knowledge of the public markets in the UK and has advised
on numerous flotations and secondary fundraisings on both the Main Market and
AIM, acting for both companies and corporate finance/broking houses, nomads
and sponsors.
She has particular experience in advising international companies across a
wide variety of sectors and is lead corporate partner in Taylor Wessing's
India Business Group. She also sits on the Board of the Corporate Finance
Faculty of the Institute of Chartered Accountants in England & Wales.
Tandeep chairs the Remuneration Committee and is a member of the Audit,
Governance & Regulatory and Risk Committees.
Board committees
The board has the following committees
· Audit Committee
· Remuneration Committee
· Governance & Regulatory Committee
· Risk Committee
Remuneration Committee Report
Remuneration Committee
The Remuneration Committee comprises Tandeep Minhas, Clive Carver, Robert Fry
and Nick Clark, and is chaired by Tandeep Minhas.
The Remuneration Committee determines the contract term, basic salary, and
other remuneration for the members of the Board and the senior management
team. No director participates in any decisions regarding their own
remuneration.
Remuneration policy
The remuneration policy is to provide terms of employment that will attract,
retain and motivate the Group's Directors and senior management. This consists
of a basic salary, pension, ancillary benefits and other performance-related
remuneration appropriate to their individual responsibilities and having
regard to the remuneration levels of comparable posts.
Service contracts
Details of the current Directors' service contracts are as follows:
Director Date of appointment Date of latest service contract / appointment letter Date of last re-election
Executive
Nick Clark 20 March 2023 20 March 2023 26 June 2025
Antony Barkwith 9 July 2019 10 March 2022 26 June 2025
Freddie Jenner 26 June 2023 1 November 2023 26 June 2025
Non-executive
Clive Carver 10 May 2019 15 February 2023 26 June 2025
Robert Fry 29 March 2018 26 April 2024 26 June 2025
Tandeep Minhas 24 April 2023 26 January 2024 26 June 2025
The Company's policy is to offer service agreements to Executive Directors
with notice periods of not more than twelve months. Antony Barkwith, Nick
Clark and Freddie Jenner have rolling service contracts with the Company which
are subject to six months' notice of termination by either party.
The remuneration packages of Executive Directors comprise basic salary,
contributions to defined contribution pension arrangements, discretionary
annual bonus, discretionary share options and benefits in kind such as medical
expenses insurance.
Non-Executive Directors do not have service contracts with the Company, but
the appointment of each is recorded in writing. Non-Executive Directors do not
receive any benefits in kind and are not eligible for bonuses or participation
in either the share option schemes or pension arrangements.
Basic salary, pension, and benefits
The basic salaries, pensions, and benefits of the Directors who served during
the financial year are established by reference to their responsibilities and
individual performance, and are disclosed in note 8.
Bonus schemes
All Executive Directors are eligible for consideration of participation in the
Company bonus scheme. However, no bonuses are payable in respect of the year
ended 30 September 2025 (2024: nil).
Long term incentives
Share options
The current interests as at 30 September 2025 (which is unchanged as at the
date of approval of these accounts) of the current Directors in share options
agreements are as follows:
Directors Number of Shares under option Granted Exercise price (p) Expiry Date
Nick Clark 2,000,000 22 December 2023 1.0p 22 December 2033
Freddie Jenner 4,700,000 22 December 2023 1.0p 22 December 2033
Antony Barkwith 1,000,000 22 December 2023 1.6p 22 December 2033
Antony Barkwith 1,000,000 22 December 2023 1.0p 22 December 2033
All of the above options were granted under the Company Share Option Plan
("CSOP"). This was introduced on 22 December 2023 and replaced the Company's
previous Enterprise Management Incentive ("EMI") scheme. All outstanding
options under the EMI scheme were surrendered and the CSOP is the Group's only
outstanding option scheme.
There were no options exercised in the year to 30 September 2025 (2024: none).
The total number of options at 30 September 2025 and at the date of this
report is 29,091,666, representing approximately 8.18% of the total number of
shares currently in issue.
On behalf of the Directors of Built Cybernetics plc,
Tandeep Minhas
Chair of Remuneration Committee
Directors' report
The Directors present their report for the year ended 30 September 2025.
Corporate governance
The Company is pleased adopt the QCA Corporate Governance Code (2023)
published by the Quoted Companies Alliance, which comprises 10 Principles.
In order to improve usability of our annual report and limit its length, we
have chosen this year to move the detail of our compliance with these
Principles to a separate Corporate Governance document on our website. The
relevant document can be found here:
https://builtcybernetics.com/corporate-documents-and-circulars
(https://builtcybernetics.com/corporate-documents-and-circulars)
Board of Directors
The Group is headed by a Board of Directors which leads and controls the
Group, and which is accountable to shareholders for the corporate governance
of the Group.
The Board currently comprises three Executive Directors and three
Non-Executive Directors who bring a wide range of experience and skills to the
Company.
The Board considers Clive Carver and Tandeep Minhas to be independent
Non-Executive Directors. Robert Fry, who became a non-executive director at
the closing of the 2024 AGM, is not under QCA rules considered to be
independent in view of his longstanding previous role as an Executive
Director.
The Board meets regularly six times a year and additionally as required to
determine the policy and business strategy of the Group and to take or approve
significant decisions. The Board has delegated certain authorities to Board
committees, each with formal terms of reference.
At each board meeting where relevant the Committee Chairs report to the board
on matters discussed at the committee meetings.
Audit Committee
The Audit Committee is responsible for overseeing the relationship with the
external auditor, which includes considering its selection, independence,
terms of engagement, remuneration and performance.
It meets at least twice a year with the external auditor to discuss audit
planning and the audit findings, with certain executive directors attending by
invitation. If appropriate, the external auditor attends part of each
committee meeting without the presence of any executive directors.
The Audit Committee currently comprises Clive Carver as Chairman, who for the
past 35 years has been a Fellow of the Institute of Chartered Accountants in
England & Wales (ICAEW), Robert Fry, and Tandeep Minhas, who is a board
member of the ICAEW's corporate finance faculty.
During the year the Committee met on 2 occasions.
Remuneration Committee
The Remuneration Committee convenes not less than twice a year, ordinarily on
a six monthly basis, and during the year it met on 1 occasion. The Committee
currently comprises Tandeep Minhas as Chair, with Clive Carver, Robert Fry and
Nick Clark as members.
It is responsible for determining remuneration policy and all aspects of the
Directors' remuneration and incentive packages including pension arrangements,
bonus provisions, discretionary share options, relevant performance targets
and the broader terms and conditions of their service contracts. No director
participates in discussions relating to their own remuneration.
Governance & Regulatory Committee
The committee comprises Clive Carver as Chair, with Tandeep Minhas and Nick
Clark as members. In a previous life Clive Carver spent 15 years as a
Qualified Executive under the AIM Rules and led the corporate finance
departments of three of the more active Nominated Adviser firms.
Additionally, Tandeep Minhas has 30 years' experience in advising public
companies on compliance with the regulations applicable to UK public
companies. Nick Clark's presence on the Committee provides a link between the
non-executive members and the management teams across the Group.
Risk Committee
The Risk Committee is responsible for setting the Group's policy to the
identification and mitigation of risk. It is not however, responsible for the
day-to-day identification and mitigation of risk which is very much an
executive function.
The Risk Committee currently comprises Robert Fry, as Chairman and was for
several decades a leading architect, Freddie Jenner, Clive Carver and Tandeep
Minhas.
Directors
Antony Barkwith, Clive Carver, Nick Clark, Robert Fry, Freddie Jenner and
Tandeep Minhas all served as Directors of the Company throughout the year
ended 30 September 2025.
Biographical details of the Directors are set out on pages 21 and 22.
The Company maintains directors' and officers' liability insurance.
Attendance at board meetings by members of the Board were as follows:
Number of meetings while in office Number of meetings attended
Executive Directors
Antony Barkwith 13 13
Nick Clark 13 13
Freddie Jenner 13 11
Non-executive Directors
Clive Carver 13 13
Robert Fry 13 9
Tandeep Minhas 13 9
Directors' interests
Directors' interests in the shares of the Company were as follows:
Number of ordinary shares 30 September 30 September
2025 2024
Nick Clark 44,531,539 42,531,539
Freddie Jenner 11,064,817 8,564,817
Antony Barkwith 10,000,000 5,000,000
Robert Fry 6,150,000 4,150,000
Tandeep Minhas - -
Clive Carver - -
Substantial shareholdings
At 20 March 2026 the Company had been informed of the following notifiable
interests of three per cent or more in its share capital:
Shareholder Notes Number of ordinary shares Percentage of ordinary shares
* Nick Clark Director of the Company 44,531,539 12.53%
* Keith McCullagh Former chairman of TFG 41,339,142 11.63%
Philip J Milton & Company Plc Institutional Investor 32,286,106 9.08%
Nicholas Thompson Former Director of the Company 21,342,522 6.00%
John-David Papworth Former Director of TFG 16,274,624 4.58%
Jim Mellon Institutional Investor 13,500,000 3.80%
Jeremy Blake Former employee of the Group 13,030,638 3.67%
* Freddie Jenner Director of the Company 11,064,817 3.11%
* Nick Clark, Keith McCullagh and Freddie Jenner's shares are included within
a Concert Party holding a total of 103,159,484 shares representing 29.02% of
the number of ordinary shares.
Share price
The mid-market closing price of the shares of the Company at 30 September 2025
was 2.25 pence and the range of mid-market closing prices of the shares during
the year was between 1.50 pence and 2.40 pence.
Streamlined energy and carbon reporting ("SECR")
The Company is not classified as a large company, and whilst the Company's
shares are traded on AIM, the Company is not listed or traded on the main
market of the LSE. The company is therefore not required to disclose energy
and carbon information.
Statement by the Directors in performance of their statutory duties in
accordance with s172 (1) Companies Act 2006
The Board is mindful of the duties of directors under S.172 of the Companies
Act 2006 to have regard to the following six factors:
a) the likely consequences of any decisions in the long-term;
b) the interests of the Group's employees;
c) the need to foster the Group's business relationships with suppliers,
customers and others;
d) the impact of the Group's operations on the community and environment;
e) the desirability of the Group maintaining a reputation for high
standards of business conduct; and
f) the need to act fairly as between shareholders of the Group.
Directors act in a way they consider, in good faith, to be most likely to
promote the success of the Group for the benefit of its shareholders. In doing
so, they each have regard to a range of matters when making decisions for the
long term success of the Group.
Our culture is that of treating everyone fairly and with respect and this
extends to all our principal stakeholders. Through engaging formally and
informally with our key stakeholders, we have been able to develop an
understanding of their needs, assess their perspectives and monitor their
impact on our strategic ambition.
As part of the Board's decision-making process, the Board and its Committees
consider the potential impact of decisions on relevant stakeholders whilst
also having regard to a number of broader factors, including the impact of the
Group's operations on the community and environment, responsible business
practices and the likely consequences of decisions on the long term.
Our objective is to act in a way that meets the long term needs of all our
main stakeholder groups. However, in so doing we pay particular regard to the
longer term needs of shareholders.
We engage with investors on our financial performance, strategy and business
model. Our Annual General Meeting provided an opportunity for investors to
meet and engage with members of the Board.
The Board continues to encourage senior management to engage with staff,
suppliers, customers and the community in order to assist the Board in
discharging its obligations.
Further details of how the Directors have had regard to the issues, factors
and stakeholders considered relevant in complying with s172 (1) (a)-(f), the
methods used to engage with stakeholders and the effect on the Group's
decisions during the year can be found throughout this report and in
particular in the Chairman's statement on pages 3-4 (in relation to
decision-making), in the Strategic Report on pages 17-20 (where the Group's
strategy, objectives and business model are addressed), the following
Employees statement (in relation to employees), and the following
Environmental Policy (in relation to social and environmental matters).
We seek to attract and retain staff by acting as a responsible employer. The
health and safety of our employees is important to the Company and is a
standing item at all Group board meetings.
We continue to provide support to communities and governments through the
provision of employment, and high quality sustainable design.
We have established long-term partnerships that complement our in-house
expertise and have built a network of specialised partners within the industry
and beyond.
Environmental policy
The Group promotes wherever possible an ecologically sound policy in all its
work, but always takes into account the considerable pressures of budget,
commercial constraints and client preferences. Sustainability is essential to
our design philosophy and studio ethos. It is an attitude of mind that is
embedded within our thinking from the start of any project. We design
innovative solutions and focus on:
· incorporating passive design principles that mitigate solar gain
and heat loss from the outset;
· reducing energy demand through active and passive renewable
energy sources;
· the use of energy and resource efficient materials, methods and
forms;
· the re-use of existing buildings and materials and flexibility
for future change;
· and importantly the careful consideration of the experience and
wellbeing of the end user in our buildings.
Employees
The Group's ability to achieve its commercial objectives and to service the
needs of its clients in a profitable and effective manner depends upon the
contribution of its employees. The Group seeks to keep its employees informed
on all material aspects of the business affecting them through the operation
of a structured management system, staff presentations and an intranet site.
The Group's employment policies do not discriminate between employees, or
potential employees, on the grounds of age, gender, sexual orientation, ethnic
origin or religious belief. The sole criterion for selection or promotion is
the suitability of any applicant for the job.
It is the policy of the Group to encourage and facilitate the continuing
professional development of our employees to ensure that they are equipped to
undertake the tasks for which they are employed, and to provide the
opportunity for career development equally and without discrimination.
Training and development is provided and is available to all levels and
categories of staff.
It is the Group's policy to give fair consideration to application for
employment for disabled persons wherever practicable and, where existing
employees become disabled, efforts are made to find suitable positions for
them.
Health and safety
The Group seeks to promote all aspects of health and safety at work throughout
its operations in the interests of employees and visitors.
The Group has a Health and Safety Steering Committee, chaired by Freddie
Jenner, to guide the Group's health and safety policies and activities. Health
and safety is included on the agenda of each board meeting.
Group policies on health and safety are regularly reviewed and revised and are
made available on the intranet sites. Appropriate training for employees is
provided on a periodic basis.
Disclosure of information to auditor
Each of the Directors who were in office at the date of approval of these
financial statements has confirmed that:
· so far as they are aware, there is no relevant audit information
of which the auditor is unaware; and
· they have taken all the steps that they ought to have taken as a
director in order to make themselves aware of any relevant audit information
and to establish that the Company's auditor is aware of that information.
Independent Auditors
The auditors, MAH, Chartered Accountants have indicated their willingness to
continue in office and a resolution concerning their re-appointment will be
proposed at the Annual General Meeting.
Financial instruments
Information concerning the use of financial instruments by the Group is given
in notes 31 to 35 of the financial statements.
Post balance sheet events
Information concerning post balance sheet events is given in note 38.
Research and development
During the year the Group was involved in the research and development of
software as disclosed in note 13.
Dividends
The Board does not intend to pay a dividend in the forthcoming year.
Going Concern
Overview
Current trading is set out in the Chief Executive's report. In the event
trading deteriorates the Group has a number of actions it could take to
mitigate funding pressure, including an existing financial facility of £890k
which can be drawn down as needed.
Basis of the board's opinion
The Board has produced cash flow forecasts for a period of 18 months from the
approval of these financial statements, which comprise detailed income
statements, statements of the financial position and cash flow statements for
each of the Group's operations. The Board has also considered the risks and
uncertainties associated with the principal operations and the funding
position in general, including the consideration of a number of differing
scenarios based on varying trading performance across the Group.
The Group's forecasts are prepared using information on secure contracted work
and potential work which is deemed to have a greater than 50% chance of being
undertaken, with the income figures suitably discounted, and on new work based
on historical experience.
Acquisitions
The Board's stated intention is to achieve a leading presence in the provision
of smart buildings services through a combination of organic growth and
targeted acquisitions. The Group plans to continue the acquisitive element of
its strategy in the coming months and years. Inevitably this requires an
element of cash, as part of the purchase consideration and for the associated
professional fees.
However, in connection with this assessment of going concern the Directors
note that each such acquisition is a discretionary event, as is the proportion
of any consideration paid in cash. The Board's intention is to avoid placing
undue stress on the Group's cashflows from expanding at a pace faster than can
be sensibly funded.
Bank debt
As at 30 September 2025 total borrowings were significantly higher than the
prior year at £1,498k (2024: £606k), due to the £1,115k Convertible Loan
Note raise, partially offset by the scheduled payments on the NatWest CBILS
and the Lloyds loans. Of this balance, current borrowings were £383k (2024:
£522k). If the Convertible Loan Notes are not converted to equity, then they
become repayable on 31 December 2027.
In October 2025 Coutts & Co renewed the overdraft facility reducing the
net overdraft facility to £100,000; the facility reduced further to £50,000
on 31 December 2025, and is scheduled to reduce to £nil on 31 March 2026.
Mitigating action
Should either the cash generation from the Group's existing business units
decline or the push for growth in the smart buildings arena lead to a
prolonged shortfall in cash the Board has the following funding or mitigating
options beyond the typical cost cutting in the face of declining activities:
· Vanti Ltd has received a time limited fully approved offer for a
£890k loan which can be drawn down as needed.
· The Board believes the commercial value of a number of its
businesses and investments is substantial in relation to the Group as a whole
and if necessary could be realised at values which are in excess of book
value.
· As a company with shares quoted on the London Stock Exchange
there is the option to seek additional equity investment from the issue of new
shares, as was previously demonstrated by the share subscription in connection
with the Vanti transaction.
· The Group has outstanding warrants entitling holders to subscribe
£235,000 of cash for new shares. The exercise price is 1 penny per share,
which is a significant discount to the current market price, and it is
therefore reasonable to expect the warrants will be exercised prior to their
expiry in May 2027.
Other funding and mitigating options available to the board are also discussed
in note 1.
Based on forecasts prepared and reviewed for the period to 30 September 2027,
the Directors have a reasonable expectation that the Group will have adequate
resources to continue in operational existence for the foreseeable future. For
this reason, the Board considers it appropriate to prepare the financial
statements on a going concern basis.
The going concern statement in the Directors' report and corresponding section
in note 1 provide a summary of the assessments made by the directors to
establish the financial risk to the Group over the next 12 months. This is
further supplemented by the principal risks and uncertainties section in the
Strategic Report.
Annual General Meeting
Notice of the annual general meeting, will be issued and posted to
shareholders in due course.
The Directors' report was approved by the Board on 20 March 2026 and signed on
its behalf by
Antony Barkwith
Company Secretary
Built Cybernetics plc
Registered number 02155571
Statement of directors' responsibilities
Directors' responsibilities
The Directors are responsible for preparing the annual report and financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
Group and Company financial statements in accordance with UK adopted
international accounting standards in conformity with the requirements of the
Companies Act 2006. Under Company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and of the profit or
loss of the Group for that period. The Directors are also required to prepare
financial statements in accordance with the rules of the London Stock Exchange
for companies trading securities on AIM.
In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgments and accounting estimates that are reasonable and
prudent;
· state whether they have been prepared in accordance with UK
adopted international accounting standards in conformity with the requirements
of the Companies Act 2006, subject to any material departures disclosed and
explained in the financial statements;
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
Group and enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are published
on the Company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the Company's website is the responsibility of the directors. The Directors'
responsibility also extends to the ongoing integrity of the financial
statements contained therein.
Independent auditor's report to the members of Built Cybernetics
plc
Opinion
We have audited the financial statements of Built Cybernetics plc (formerly
Aukett Swanke Group Plc) (the 'parent Company' and its subsidiaries (the
'Group') for the year ended 30 September 2025 which comprise the Consolidated
Income Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Financial Position, the Consolidated
and Company Statements of Changes in Cash Flows, the Consolidated and Company
Statements of Changes in Equity and notes to the financial statements,
including significant accounting policies. The financial reporting framework
that has been applied in the preparation of the Group and parent Company
financial statements is applicable law and UK adopted International Accounting
Standards and, as regards the parent Company financial statements, as applied
in accordance with the provisions of the Companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state
of the Group's and of the parent Company's affairs as of 30 September 2025 and
of the Group's loss for the year then ended;
· the Group financial statements have been properly prepared in
accordance with UK adopted International Accounting Standards;
· the parent Company financial statements have been properly
prepared in accordance with UK adopted International Accounting Standards and
as applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the
audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Conclusions related to going concern
In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the Directors' assessment of the Group and the parent
Company's ability to continue to adopt the going concern basis of accounting
has been highlighted as a key audit matter based on our assessment of the
significance of the risk and the effect on our audit strategy.
Our evaluation of the Directors' assessment of the Group and the parent
Company's ability to adopt the going concern basis of accounting and our
response to the key audit matter include:
· A critical assessment of the detailed cash flow projections
prepared by the Directors, which are based on future revenue pipelines and
newly won contracts, we also evaluated the sensitivities that the Directors
performed against this forecast.
· We evaluated and challenged the key assumptions in the forecast,
which were consistent with our knowledge of the business and considered
whether these were supported by the evidence we obtained. We have analysed the
risks affecting the ability of the Group and parent Company to continue to
trade and meet its liabilities as they fall due for at least twelve months
from the date of approval of the Group and parent Company financial
statements.
· We have enquired about revenue pipeline, and status of
outstanding bids. We have agreed submitted proposal documents and newly won
contracts where appropriate.
· We have examined current year actual results against the budget
for the year to determine the accuracy of the budgeting and forecasting by
management.
· We have reviewed the funding and mitigating options available to
the Board should either the cash generation from the Group's existing business
units decline or the push for growth in the smart buildings arena lead to a
prolonged shortfall in cash and considered whether they are reasonable.
· We examined the disclosures relating to the going concern basis
of preparation and found that these provided an explanation of the Directors'
assessment that was consistent with the evidence we obtained.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, including the Group's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the Directors that may have
represented a risk of material misstatement.
The scope of our audit was based on the Group risk and the sources of the
risk. Full scope audit procedures were performed on the entire financial
information for six components: Built Cybernetics plc, Aukett Swanke Limited,
Veretec Limited, Torpedo Factory Group Limited, Vanti Limited and TFG Stage
Technology Limited.
Also, we have performed full scope audits on Shankland Cox Limited, Aukett
Fitzroy Robinson International Limited, Swanke Hayden Connell International
Limited, Swanke Hayden Connell Europe Limited, and ecoDriver Limited for the
purpose of coverage and to cover specific identified risks. All full-scope
audits were conducted by the group audit engagement team. We also performed
specified audit review procedures over Anders + Kern Limited , Aukett + Heese
Frankfurt GmbH (50% owned joint venture) and Aukett + Heese GmbH (25% owned
associate) to cover aggregated risks.
For components requiring a full scope approach, we evaluated controls by
performing walkthroughs over the financial reporting systems identified as
part of our risk assessment, reviewed the accounts production process, and
addressed critical accounting matters. We then undertook substantive testing
on significant transactions and material account balances.
We have overall coverage of 100% of group profit before tax, 100% of Group
revenue and 100% of Group total assets.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements for the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. This is not a complete list of all risks
identified by our audit.
In addition to the matter described in the material uncertainty related to
going concern section, we have determined the matters described below to be
the key audit matters to be communicated in our audit report.
Key Audit Matters How our scope addressed this matter
Going Concern
The Group has recognised a loss before tax of £0.031 Million (2024: £1.8 Our audit work and conclusion in respect of going concern has been detailed in
Million) and had cash of £0.5 Million (2024: £0.4 Million) at the year end. the 'Conclusions related to going concern' section of our audit report.
Given the performance in the year and the low cash balance at the year end,
going concern was considered to be a key audit matter.
Revenue recognition, including valuation and cut-off of contract assets and Our audit work included, but was not restricted to the following procedures:
liabilities:
We evaluated the operating effectiveness of certain key controls identified in
Most of the Group's revenue relates to the value of services performed for relation to revenue.
customers under construction type contracts. These contracts are generally
fixed price and take place over a long term basis.
We evaluated the Group's accounting policy in respect of revenue recognition
to ensure it is compliant with IFRS 15.
This includes revenue from both architectural and smart buildings projects.
The revenue is determined by reference to the stage of completion of those
contracts at the Statement of Financial Position date.
We selected a sample of contracts and the substantive testing procedures
included the following:
As the above measurement requires Directors to assess the final costs expected
on a contract to determine the stage of completion, there is inherent
estimation uncertainty. The significant judgement arising in the formulation · Confirming revenue from the revenue recognition model to the
of these estimates could vary materially over time and is dependent on underlying contract and where relevant, contract variations were agreed
customer activity. We therefore considered this to be a key audit matter. between the Group and its customers.
As at 30 September 2025 the group has recognised contract assets of £1.2 · Comparing historical margins achieved on projects against the
Million (2024: £1.8 Million) and contract liabilities of £1.9 Million (2024: estimated margins expected on comparable on-going projects to confirm the
£2.6 Million). accuracy of management's estimation of total project costs. Also discussed
with management if there were material variances in this estimate. Further,
subsequent invoices raised post the Statement of Financial Position date and
collections were tested to compare the estimated margins to actuals.
· Verifying the costs incurred to date for the selected projects. A
sample of individual cost reports were agreed through to supporting timecards
and charge rate agreed to group's charge rates to test the accuracy of the
recorded time.
· Confirming a sample of invoices recorded in the accounting system
to the supporting contract, a copy of physical sales invoice raised, and cash
received.
· Assessed and challenged the key stage of completion judgments
made by the Directors. This involved testing the basis of future costs
expected to be incurred on the project and obtaining a detailed understanding
of the project from management and the project director.
· Reviewing material credit notes, invoices and receipts post
year end.
Key observations:
Based on the procedures performed, we consider that the assumptions made by
management in recognising revenue on part completed contracts with customers
at the Statement of Financial Position date to be appropriate and did not
identify any material misstatements in revenue recognition.
Annual impairment review of goodwill
Our audit work included, but was not restricted to the following procedures:
In the financial statements goodwill is valued at £1.8 Million.
· Obtained management's assessment of the Group CGU's and
critically assessed Value In Use (VIU) model for each CGU to test compliance
The process for assessing whether impairment exists under International with the requirement of applicable accounting standards and mathematical
Accounting Standard IAS 36 'Impairment of Assets' is complex. The process of accuracy of the model.
determining the value in use, through forecasting cash flows and the
determination of the appropriate discount rate and other assumptions to be
applied, is highly judgemental and can significantly impact the results of the
impairment review. · The weighted average cost of capital (WACC) of the models was
re-computed with reference to external data to test the accuracy of
computation.
There is significant management judgement and estimation uncertainty involved
in the preparation of value in use models under applicable accounting
standards for the group and as a result we consider this to be a key audit · Challenging the revenue cash flows within the model. Future
matter. revenue was checked to secure pipeline via contract verification. Potential
wins were assessed for progress in bids by verification of correspondence.
Future earnings were assessed by verification of historic conversion of new
work.
· Critically assessed the cost base for potential omissions or
unrealistic targets based on actual and potential future changes in the
business. We challenged management where this fell outside our expectation and
checked that these were accurately stated, reasonable and achievable in the
light of the economic environment and future pipeline of work.
· Obtaining the sensitivity analysis performed by management to
assess the impact of the movement in key variables in the model which would
lead to an impairment. We tested this sensitivity analysis and concluded on
whether such scenarios were likely to occur.
Key observation:
Based on the procedures performed and considering the assumptions and
methodology used by management in preparing the VIU model, the calculations
are appropriate.
Our application of materiality
The scope and focus of our audit were influenced by our assessment and
application of materiality. We define materiality as the magnitude of
misstatement that could reasonably be expected to influence the readers and
the economic decisions of the users of the financial statements. We use
materiality to determine the scope of our audit and the nature, timing, and
extent of our audit procedures and to evaluate the effect of misstatements,
both individually and on the financial statements as a whole. We apply the
concept of materiality both in planning and performing our audit, and in
evaluating the effect of misstatements.
Based on our professional judgement we determined materiality for the 2025
financial statements as a whole and performance materiality as follows:
Group financial statements Parent company financial statements
Materiality £301,000 £125,000
Basis for determining materiality 1.5% of gross revenue 2% of gross assets before adjusting for intercompany balances.
Rationale for the benchmark applied The gross revenue has been used as a primary measure of performance which is a Due to the nature of the parent company, we considered net assets to be the
measure of demand for its services and the different sectors in which it focus for the readers of the financial statements, accordingly this
operates. The "sub-consultants" i.e., the specialists' costs are agreed in the consideration influenced our judgement of materiality.
bid and included as part of the fees that is marked up to the client as
Group's revenue. The professional indemnity insurance covers the gross fees
chargeable to the customers which includes the subconsultants costs. The Group
is responsible for the entire contract with their customer. Based on the above
factors the Gross revenue i.e., including sub-consultant costs are to be
considered as most relevant benchmark to check the performance of the company
rather than Net Revenue.
Performance materiality £150,000 £63,000
Basis for determining performance materiality 50% of Group materiality 50% of Parent company materiality
Performance materiality:
The performance materiality benchmark has been selected based of the following
considerations:
· cumulative identification of errors noted in the previous years
that has been posted by management
· our risk assessment, together with our assessment of the overall
control environment
Component materiality:
We set materiality for each component of the Group based on a percentage of
Group materiality dependent on the size and our assessment of risk of material
misstatements of that component. Component materiality, other than the parent
Company's, ranged from approximately £134,000 to £4,000. In the audit of
each component, we further applied performance materiality levels of 50% of
the component materiality to our testing to ensure that the risk of errors
exceeding component materiality was appropriately mitigated.
Trivial:
We agreed with the Audit Committee that we would report to them all individual
audit differences in excess of £15,000 for the Group and £6,700 for the
parent Company. We also agreed to report differences below this threshold
that, in our view, warranted reporting on qualitative grounds. We also
reported to the Audit Committee on disclosure matters that we identified when
assessing the overall presentation of the financial statements.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether there is a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the Directors'
Report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the Strategic Report and the Directors' Report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
Company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent Company financial statements are not in agreement with
the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the statement of directors' responsibilities, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the group's and the parent company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
A further description of our responsibilities is available on the FRC's
website at
https://wwww.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor's-responsibilities-for
(https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for)
This description forms part of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess
the risks of material misstatement of the financial statements due to fraud;
to obtain sufficient appropriate audit evidence regarding the assessed risks
of material misstatement due to fraud, through designing and implementing
appropriate responses to those assessed risks; and to respond appropriately to
instances of fraud or suspected fraud identified during the audit. However,
the primary responsibility for the prevention and detection of fraud rests
with both management and those charged with governance of the company.
· We obtained an understanding of the legal and regulatory
requirements applicable to the company and considered that the most
significant are the Companies Act 2006, UK adopted international accounting
standards, the rules of the Alternative Investment Market, and UK taxation
legislation.
· We obtained an understanding of how the Group and parent Company
complies with these requirements by discussions with management and those
charged with governance.
· We assessed the risk of material misstatement of the financial
statements, including the risk of material misstatement due to fraud and how
it might occur, by holding discussions with management and those charged with
governance and by considering the internal controls in place to mitigate risks
of fraud and non-compliance with laws and regulations.
· We inquired of management and those charged with governance as to
any known instances of non-compliance or suspected non-compliance with laws
and regulations as well as actual, suspected and alleged fraud.
· Based on this understanding, we designed specific appropriate
audit procedures to identify instances of non-compliance with laws and
regulations or irregularities. This included making enquiries of management
and those charged with governance, obtaining additional corroborative evidence
as required, reading the minutes of meetings of those charged with governance
and reviewing correspondence.
To address the risk of fraud through management bias and override of controls,
we:
· performed analytical procedures to identify any unusual or
unexpected relationships;
· tested journal entries to identify unusual transactions;
· assessed whether judgements and assumptions made in determining
the accounting estimates set out in note 2 of the Group financial statements
were indicative of potential bias;
· investigated the rationale behind significant or unusual
transactions.
There are inherent limitations in the audit procedures described above. We are
less likely to become aware of instances of non-compliance with laws and
regulations that are not closely related to events and transactions reflected
in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Auditing standards also limit the audit procedures required to identify
non-compliance with laws and regulations to enquiry of the directors and other
management and the inspection of regulatory and legal correspondence, if any.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken for no purpose other than to draw to the attention of the company's
members those matters which we are required to include in an auditor's report
addressed to them. To the fullest extent permitted by law, we do not accept or
assume responsibility to any party other than the company and company's
members as a body, for our work, for this report, or for the opinions we have
formed.
Mohammed Haque (Senior Statutory Auditor)
for and on behalf of MAH, Chartered Accountants
Statutory
Auditor
2(nd) Floor
154 Bishopsgate
London
EC2M 4LN
20 March 2026
Consolidated income statement
For the year ended 30 September 2025
Note 2025 2024
£'000 £'000
Continuing operations
Revenue 3 20,061 18,633
Sub consultant costs (343) (265)
Revenue less sub consultant costs 3 19,718 18,368
Cost of sales (4,669) (4,462)
Gross profit 15,049 13,906
Personnel related costs (11,860) (11,143)
Property related costs (866) (1,532)
Other operating expenses (2,097) (1,545)
Distribution costs (270) (218)
Other operating income 4 247 500
Operating profit/(loss) 203 (32)
Finance income 16 13
Finance costs 5 (299) (458)
Loss after finance costs (80) (477)
Share of results of associate and joint ventures 157 156
Trading profit/(loss) from continuing operations 77 (321)
Acquisition costs - (41)
Revaluation of freehold property - (585)
Loss on disposal of subsidiary - (88)
Supplementary call levy to mutual insurer - (264)
Profit/loss) before tax from continuing operations 77 (1,299)
Tax credit 9 34 221
Profit/(loss) from continuing operations 111 (1,078)
Loss from discontinued operations 11 (142) (629)
Loss for the year (31) (1,707)
Loss attributable to:
Owners of Built Cybernetics plc (31) (1,707)
Earnings per share for profit/(loss) from continuing operations attributable
to the ordinary equity holders of the Company:
Basic earnings per share 10 0.03p (0.34p)
Diluted earnings per share 10 0.03p (0.32p)
Earnings per share for loss attributable to the ordinary equity holders of the
Company:
Basic earnings per share 10 (0.01p) (0.54p)
Diluted earnings per share 10 (0.01p) (0.50p)
Consolidated statement of comprehensive income
For the year ended 30 September 2025
2025 2024
£'000 £'000
Loss for the year (31) (1,707)
Revaluation of freehold property - (60)
Deferred tax movement on revaluation - 15
Currency translation differences 39 (4)
Other comprehensive loss for the year - (49)
Total comprehensive profit/(loss) for the year 8 (1,756)
Total comprehensive profit/(loss) for the year is attributable to:
Owners of Built Cybernetics plc 8 (1,756)
Non-controlling interests - -
Total comprehensive profit/(loss) for the year 8 (1,756)
Total comprehensive profit/(loss) attributable to the owners of Built
Cybernetics plc arises from:
Continuing operations 150 (1,127)
Discontinued operations (142) (629)
8 (1,756)
Consolidated statement of financial position
At 30 September 2025 2025 2024
Note £'000 £'000
Non current assets
Goodwill 12 1,814 1,814
Other intangible assets 13 939 573
Property, plant and equipment 14 188 176
Right-of-use assets 15 1,887 1,713
Investment in associate 17 696 732
Investments in joint ventures 18 290 263
Loans and other financial assets 19 2 7
Trade and other receivables 21 31 61
Deferred tax 25 599 596
Total non current assets 6,446 5,935
Current assets
Inventories 20 262 393
Trade and other receivables 21 3,582 5,026
Contract assets 3 1,246 1,750
Cash at bank and in hand 536 353
5,626 7,522
Assets in disposal groups classified as held for 27 118 -
sale
Total current assets 5,744 7,522
Total assets 12,190 13,457
Current liabilities
Trade and other payables 22 (4,053) (5,483)
Contract liabilities 3 (1,861) (2,585)
Borrowings 23 (383) (522)
Lease liabilities 15 (236) (528)
Provisions 26 - (120)
(6,533) (9,238)
Liabilities directly associated with assets in 27 (177) -
disposal groups classified as held for sale
Total current liabilities (6,710) (9,238)
Non current liabilities
Trade and other payables 22 (29) (86)
Borrowings 23 (1,115) (84)
Lease liabilities 15 (1,518) (1,279)
Deferred tax 25 (26) (23)
Provisions 26 (210) (354)
Total non current liabilities (2,898) (1,826)
Total liabilities (9,608) (11,064)
Net assets 2,582 2,393
Capital and reserves
Share capital 28 3,555 3,411
Merger reserve 2,982 2,979
Revaluation reserve - -
Foreign currency translation reserve (496) (535)
Retained earnings (4,953) (4,956)
Other distributable reserve 1,494 1,494
Total equity attributable to 2,582 2,393
equity holders of the Company
The financial statements on pages 44 to 114 were approved and authorised for
issue by the Board of Directors on 20 March 2026 and were signed on its behalf
by:
Nick Clark Antony Barkwith
Chief Executive Group Financial Director
Company statement of financial position
At 30 September 2025
Note 2025 2024
£'000 £'000
Non current assets
Property, plant and equipment 14 - -
Investments 16 5,240 5,245
Deferred tax 25 402 355
Trade and other receivables 21 31 61
Total non current assets 5,673 5,661
Current assets
Trade and other receivables 21 597 316
Cash at bank and in hand 8 -
Total current assets 605 316
Total assets 6,278 5,977
Current liabilities
Trade and other payables 22 (2,456) (3,029)
Borrowings 23 - (1)
Total current liabilities (2,456) (3,030)
Non current liabilities
Trade and other payables 22 - (86)
Borrowings 23 (1,115) -
Total non current liabilities (1,115) (86)
Total liabilities (3,571) (3,116)
Net assets 2,707 2,861
Capital and reserves
Share capital 28 3,555 3,411
Retained earnings (5,324) (5,023)
Merger reserve 2,982 2,979
Other distributable reserve 1,494 1,494
Total equity attributable to 2,707 2,861
equity holders of the Company
The result for the year contained within the parent company's income statement
is a loss of £335k (2024: loss £984k).
The financial statements on pages 44 to 114 were approved and authorised for
issue by the Board of Directors on 20 March 2026 and were signed on its behalf
by:
Nick Clark Antony Barkwith
Chief Executive Group Financial Director
Consolidated statement of cash flows
For the year ended 30 September 2025
Note 2025 2024
£'000 £'000
Cash flows from operating activities
Cash generated from operations 30 80 89
Income taxes received 34 -
Net cash inflow from operating activities 114 89
Cash flows from investing activities
Purchase of property, plant and equipment (138) (169)
Sale of property, plant and equipment 10 2,453
Payments of software development costs (448) (221)
Sale of investments 31 (52)
Sale of loans and other financial assets - 59
Net cash paid on acquisition of subsidiaries - (51)
Dividends received from associates & joint ventures 211 192
Net cash (paid from)/received in investing activities (334) 2,211
Net cash (outflow)/inflow before financing activities (220) 2,300
Cash flows from financing activities
Issue of shares 147 482
Principal paid on lease liabilities (263) (514)
Convertible loan notes issued 1,115 -
Interest paid on lease liabilities (66) (68)
Lease liability additions - 79
Repayment of bank loans (243) (2,167)
Interest received 16 13
Interest paid (236) (370)
Net cash inflow/(outflow) from financing activities 470 (2,545)
Net change in cash and cash equivalents 250 (245)
Cash and cash equivalents at start of year 189 430
Currency translation differences (46) 4
Cash and cash equivalents at end of year 24 393 189
Cash and cash equivalents are comprised of:
Cash at bank and in hand 536 353
Net cash included in assets held for sale 41 -
Secured bank overdrafts (184) (164)
Cash and cash equivalents at end of year 393 189
Company statement of cash flows
For the year ended 30 September 2025
Note 2025 2024
£'000 £'000
Cash flows from operating activities
Cash expended by operations 30 (1,415) (480)
Interest paid (26) (8)
Net cash outflow from operating activities (1,441) (488)
Cash flows from investing activities
Purchase of investments (45) (45)
Sale of investments 31 33
Dividends received from associates & joint ventures 202 183
Net cash generated from investing activities 188 171
Net cash outflow before financing activities (1,253) (317)
Cash flows from financing activities
Issue of shares 147 482
Convertible loan notes issued 1,115 -
Repayment of bank loans - (167)
Net cash inflow from financing activities 1,262 315
Net change in cash and cash equivalents 9 (2)
Cash and cash equivalents at start of year (1) 1
Cash and cash equivalents at end of year 8 (1)
Cash and cash equivalents are comprised of:
Cash at bank and in hand 8 -
Secured bank overdrafts - (1)
Cash and cash equivalents at end of year 8 (1)
Consolidated statement of changes in equity
For the year ended 30 September 2025
Share capital Foreign Retained Other Merger reserve Revaluation reserve Total
currency earnings distributable equity
translation reserve £'000
£'000 reserve £'000
£'000 £'000 £'000 £'000
At 1 October 2023 2,754 (531) (3,272) 1,494 2,883 45 3,373
Loss for the year - - (1,707) - - - (1,707)
Other comprehensive income - (4) - - - (45) (49)
Total comprehensive income - (4) (1,707) - - (45) (1,756)
Issue of ordinary shares in relation to business combination 178 - - - 93 - 271
Share subscription 479 - - - 3 - 482
Share based payment value of employee services - - 23 - - - 23
At 30 September 2024 3,411 (535) (4,956) 1,494 2,979 - 2,393
Loss for the year - - (31) - - - (31)
Other comprehensive income - 39 - - - - 39
Total comprehensive income - 39 (31) - - - 8
Share Subscription 144 - - - 3 - 147
Share based payment value of employee services - - 34 - - - 34
At 30 September 2025 3,555 (496) (4,953) 1,494 2,982 - 2,582
The other distributable reserve was created in September 2007 during a court
and shareholder approved process to reduce the capital of the Company.
The merger reserve was created through a business combination in December 2013
representing the issue of 19,594,959 new ordinary shares at a price of 7.00
pence per share.
This was then increased through a business combination in March 2023
representing the issue of 110,142,286 new ordinary shares at a price of 2.55
pence per share.
This was then further increased through a business combination in October 2023
representing the issue of 17,800,000 new ordinary shares at a price of 1.525
pence per share.
In May 2024 the Company issued 416,162 new ordinary shares of 1p to the
trustees of the Company's All-Employee Share Option Scheme ("AESOP") at 1.7p
per share. In June 2025 the Company issued 387,469 new ordinary shares of 1p
to the trustees of the AESOP at 1.9p per share.
Company statement of changes in equity
For the year ended 30 September 2025
Share capital Retained Other Merger reserve Total Equity
earnings distributable
£'000 reserve £'000 £'000
£'000 £'000
At 1 October 2023 2,754 (4,062) 1,494 2,883 3,069
Loss for the year - (984) - - (984)
Other comprehensive income - - - - -
Total comprehensive income - (984) - - (984)
Issue of ordinary shares in relation to business combination 178 - - 93 271
Share subscription 479 - - 3 482
Share based payment value of employee services - 23 - - 23
At 30 September 2024 3,411 (5,023) 1,494 2,979 2,861
Loss for the year - (335) - - (335)
Other comprehensive income - - - - -
Total comprehensive income - (335) - - (335)
Share Subscription 144 - - 3 147
Share based payment value of employee services - 34 - - 34
At 30 September 2025 3,555 (5,324) 1,494 2,982 2,707
The other distributable reserve was created in September 2007 during a court
and shareholder approved process to reduce the capital of the Company.
The merger reserve was created through a business combination in December 2013
representing the issue of 19,594,959 new ordinary shares at a price of 7.00
pence per share.
This was then increased through a business combination in March 2023
representing the issue of 110,142,286 new ordinary shares at a price of 2.55
pence per share.
This was then further increased through a business combination in October 2023
representing the issue of 17,800,000 new ordinary shares at a price of 1.525
pence per share.
In May 2024 the Company issued 416,162 new ordinary shares of 1p to the
trustees of the Company's All-Employee Share Option Scheme ("AESOP") at 1.7p
per share.
In June 2025 the Company issued 387,469 new ordinary shares of 1p to the
trustees of the AESOP at 1.9p per share.
Notes to the financial statements
1 Significant accounting policies
The principal accounting policies applied in the preparation of these
financial statements are set out below.
Basis of preparation
The financial statements for the Group and parent Company have been prepared
in accordance with UK adopted international accounting standards in conformity
with the requirements of the Companies Act 2006.
New accounting standards, amendments and interpretations applied
For the year ended 30 September 2025, the Group has applied the following
standards and amendments for the first time:
(i) Classification of Liabilities as Current or Non-current and
Non-current liabilities with covenants - Amendments to IAS 1;
(ii) Lease Liability in Sale and Leaseback - Amendments to IFRS 16; and
(iii) Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7
The amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to significantly affect the current or
future periods.
New accounting standards, amendments and interpretations not yet applied
Certain amendments to accounting standards have been published that are not
mandatory for 30 September 2025 reporting periods and have not been early
adopted by the Group. These amendments are not expected to have a material
impact on the entity in the current or future reporting periods and on
foreseeable future transactions.
Going concern
The Group's business activities, the principal risks and uncertainties facing
the Group, and the financial position of the Group are described in the
Strategic Report. The liquidity risks faced by the Group are further described
in note 35. These factors are all considered when assessing the Group's
ability to operate as a going concern.
The Group currently meets its day to day working capital requirements through
its cash balances. It maintains an overdraft facility for additional financial
flexibility, however this is due to expire on 31 March 2026.
During the year, the Group raised £1,115,000 from the issue of Convertible
Loan Notes which pay interest at 12%pa gross, payable quarterly at the end of
each calendar quarter. The loan notes are convertible into ordinary shares at
a price of 3p. If not converted the loan notes become repayable on 31 December
2027.
In October 2025 Coutts & Co renewed the overdraft facility reducing the
net overdraft facility to £100,000; the facility reduced further to £50,000
on 31 December 2025, and is scheduled to reduce to £nil on 31 March 2026.
TFG has a CBILS loan with NatWest which was drawn in 2021 at £1.75m. The 30
September 2025 balance was £0.19m (2024: £0.42m). The loan attracts a fixed
rate of interest of 3.66%pa and capital is being repaid at £19k per month.
Forecasts for the Group have been prepared for a period of at least 12 months
following the approval of the financial statements, which comprise detailed
income statements, statements of financial position and cash flow statements
for each of the Group's operations.
The Group forecasts on the basis of earnings and billings from i) secure
contractual work, ii) known potential work which is deemed to have a greater
than 50% chance of being undertaken and is predominantly follow on stages of
currently instructed work, to which a weighting is applied; and iii) new work
from known sources such as competitive tenders and submitted fee proposals, or
new work to be achieved based on historical experience of market activity and
timescales in which work can be converted from an enquiry to an active project
which varies by territory and the service each office in the Group provides.
The Group's forecasts, indicate that if it is generating sufficient new work
to trade profitably then The Group will have sufficient funds to continue to
meet its obligations as they fall due, however given the generation of
turnover is dependent on clients decision making and is therefore not within
the control of the Group, a significant deterioration in trading could lead to
a shortfall of cash within the next 12 months.
Should either the cash generation from the Group's existing business units
decline or the push for growth in the smart buildings arena lead to a
prolonged shortfall in cash the Board has the following funding or mitigating
options beyond the typical cost cutting in the face of declining activities:
· Vanti Ltd has received a time limited fully approved offer for an
£890k loan which can be drawn down as needed.
· The Board believes the commercial value of a number of its
businesses and investments is substantial in relation to the Group as a whole
and if necessary could be realised at values which are in excess of book
value.
· As a company with shares quoted on the London Stock Exchange
there is the option to seek additional equity investment from the issue of new
shares, as was previously demonstrated by the share subscription in connection
with the Vanti transaction.
· The Group has outstanding warrants entitling holders to subscribe
£235,000 of cash for new shares. The exercise price is 1 penny per share,
which is a significant discount to the current market price, and it is
therefore reasonable to expect the warrants will be exercised prior to their
expiry in May 2027.
Based on forecasts prepared and reviewed for the period to 30 September 2027,
the Directors have a reasonable expectation that the Group will have adequate
resources to continue in operational existence for the foreseeable future.
For this reason, the Board considers it appropriate to prepare the financial
statements on a going concern basis.
Basis of consolidation and equity accounting
The consolidated financial statements incorporate those of the Company and its
subsidiaries. Subsidiaries are all entities over which the Group has
control. The Group controls an entity when it is exposed to variable returns
from the investee, in addition to the ability to direct the investee and
affect those returns through exercising its power. Intra group transactions,
balances and any unrealised gains and losses on transactions between Group
companies are eliminated on consolidation.
Non-controlling interests in the results and equity of subsidiaries are shown
separately in the consolidated income statement, statement of comprehensive
income, statement of changes in equity and statement of financial position
respectively.
The purchase method of accounting is used to account for the acquisition of
subsidiaries by the Group. The cost of an acquisition is measured as the fair
value of the assets given and equity instruments issued. Identifiable assets
acquired and liabilities assumed in an acquisition are measured initially at
their fair values at the acquisition date, irrespective of any non-controlling
interest. The excess of the cost of acquisition over the fair value of the
Group's share of the identifiable net assets acquired is recorded as goodwill.
The consolidated financial statements also include the Group's share of the
results and reserves of its associate and joint venture.
Associate
The associate in Berlin is an entity for which the Group has significant
influence but not control or joint control. This is presumed to be the case
where the Group holds between 20% and 50% of the voting rights, but
consideration is given to the substance of the contractual governance
agreements in place. Investments in associates are accounted for under the
equity method.
Joint venture
The Group has a joint venture in Frankfurt where ownership is contractual and
the agreements require unanimous consent from all parties for relevant
activities. The entity is considered a joint venture.
Joint ventures are accounted for under the equity method.
Borrowings
Borrowings are initially recognised at fair value, net of any transaction
costs incurred. Borrowings are subsequently stated at amortised cost. Any
difference between the proceeds (net of any transaction costs) and the
redemption value is recognised in the income statement over the period of the
borrowings using the effective interest method.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, bank current accounts held at
call, bank deposits with very short maturity terms and bank overdrafts where
these form an integral part of the group's cash management process, for the
purposes of the statement of cash flows.
Company income statement
The Company has taken advantage of the exemption provided by section 408 of
the Companies Act 2006 not to present its income statement for the year. The
Company's result is disclosed at the foot of the Company's statement of
financial position.
Current Taxation
Current taxes are based on the results shown in the financial statements and
are calculated according to local tax rules, using tax rates enacted or
substantially enacted by the statement of financial position date.
Deferred taxation
Deferred income tax is provided in full, using the statement of financial
position liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amount in the financial
statements, and measured at an undiscounted basis.
Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantively enacted by the date of the statement of financial
position and are expected to apply when the related deferred income tax asset
is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profits will be generated against which the temporary
differences can be utilised.
Dividends
Dividend payments are recognised as liabilities once they are no longer at the
discretion of the Company.
Dividend income from investments is recognised in the income statement when
the shareholders' rights to receive payment have been established.
Equity instruments
Equity instruments issued by the Company are recorded as the proceeds
received, net of direct issue costs.
Foreign currency
Transactions in currencies other than the functional currency of each
operation are recorded at the rates of exchange prevailing on the dates of the
transactions. At the date of each statement of financial position, monetary
assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing at the date of the statement of financial
position. Gains and losses arising on retranslation are included in the
consolidated income statement for the year.
On consolidation, the assets and liabilities of the Group's overseas
operations are translated from their functional currencies at exchange rates
prevailing at the date of the statement of financial position. Income and
expense items are translated from their functional currencies at the average
exchange rates for the year, which are materially consistent with the spot
rates observed in the year for those entities. Exchange differences arising
are recognised directly in equity and transferred to the Group's foreign
currency translation reserve. If an overseas operation is disposed of then the
cumulative translation differences are recognised as realised income or an
expense in the year disposal occurs.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing exchange rate. The Group has elected to treat
goodwill and fair value adjustments arising on acquisitions before the date of
transition to IFRS as sterling denominated assets and liabilities.
Government Grants
Government grants are recognised when there is reasonable assurance that the
entity will comply with grant conditions and that the grant will be received.
Goodwill
Goodwill arising on acquisitions represents the excess of the fair value of
the consideration given over the fair value of the identifiable assets and
liabilities acquired. Where the net fair value of the identifiable assets and
liabilities of the acquiree is in excess of the consideration paid, negative
goodwill is recognised immediately in the income statement.
Goodwill is tested annually for impairment and an impairment loss would be
recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount.
Impairment
At the date of each statement of financial position, a review of property,
plant and equipment and intangible assets (excluding goodwill) is carried out
to determine whether there is any indication that those assets have suffered
any impairment. If any such indications exist, the recoverable amount of the
asset is assessed as the higher of fair value less costs to sell and value in
use, in order to determine the extent of any impairment.
Where the asset does not generate cash flows that are independent from other
assets, the recoverable amount of the cash generating unit to which the asset
belongs is estimated.
The recoverable amount of a cash generating unit is determined based on value
in use calculations. These calculations use pre-tax cash flow projections
based on financial budgets and forecasts covering a five year period. Cash
flows beyond the five year period are extrapolated using long term average
growth rates.
Other intangible assets
Intangible assets acquired in a business combination are recognised at fair
value at the acquisition date. Subsequently the intangible assets are carried
at cost less accumulated amortisation and accumulated impairment. Amortisation
is charged on a straight line basis with the useful economic lives attributed
as follows:
Trade name - 25 years
Trade licence - 10 years
Customer relationships - 7 to 10 years
Software development - 5 years
Order book - Over the life of the contracts
Amortisation is charged to other operating expenses within the consolidated
income statement.
Inventories
Inventories as designated at the lower of cost and net realisable value, after
making due allowance for obsolete and slow moving items.
Investments
Investments in subsidiaries, associates and joint ventures are held in the
statement of financial position of the Company at historical cost less any
allowance for impairment.
The listed investments are traded in an active market, therefore the
unadjusted quoted prices as at the period end date are used to determine the
fair value of the investments.
Unlisted investments are carried at cost, as an approximation of the fair
value, unless any indications exist to suggest a material difference in the
value of the investments as at the reporting date.
Leases and asset finance arrangements
The majority of the Group's accounting policies for leases are set out in note
15.
Identifying Leases
The Group accounts for a contract, or a portion of a contract, as a lease when
it conveys the right to use an asset for a period of time in exchange for
consideration. Leases are those contracts that satisfy all of the following
criteria:
(a) There is an identified asset;
(b) The Group obtains substantially all the economic benefits from use of the
asset; and
(c) The Group has the right to direct use of the asset.
The Group considers whether the supplier has substantive substitution rights.
If the supplier does have those rights, the contract is not identified as
giving rise to a lease.
In determining whether the Group obtains substantially all the economic
benefits from use of the asset, the Group considers only the economic benefits
that arise from use of the asset, not those incidental to legal ownership or
other potential benefits.
In determining whether the Group has the right to direct use of the asset, the
Group considers whether it directs how and for what purpose the asset is used
throughout the period of use. If there are no significant decisions to be made
because they are pre-determined due to the nature of the asset, the Group
considers whether it was involved in the design of the asset in a way that
pre-determines how and for what purpose the asset will be used throughout the
period of use. If the contract or portion of a contract does not satisfy these
criteria, the Group applies other applicable IFRSs rather than IFRS 16.
Operating segments
The Group's reportable operating segments are based on types of service as
TFG, ecoDriver A+K and professional design service regions.
The professional design service regions are based on the geographical areas in
which its architectural studios are located, as each reportable operating
segment provided the same type of service to clients, namely integrated
professional design services for the built environment. Internally the Group
prepares discrete financial information for each of its geographical
professional design service segments.
Other operating expenses
Other operating expenses include legal and professional costs, professional
indemnity insurance premiums, marketing expenses and other general expenses.
Property, plant and equipment
All property, plant and equipment is stated at historical cost of acquisition
less depreciation and any impairment provisions. Historical cost of
acquisition includes expenditure that is directly attributable to the
acquisition of the items.
Depreciation of property, plant and equipment is calculated to write off the
cost of acquisition over the expected useful economic lives using either the
straight line method or on a reducing balance and over the following number of
years:
Leasehold improvements - Unexpired term of
lease straight line method
Office furniture 4
years
straight line method
Office equipment 2-4
years
straight line method
Computer equipment 2-4
years
straight line method
Motor Vehicles 25%
reducing balance method
Provisions
Provisions are recognised when a present obligation has arisen as a result of
a past event which is probable will result in an outflow of economic benefits
that can be reliably estimated.
Where the effect of the time value of money is material, the provision is
based on the present value of future outflows, discounted at the pre-tax
discount rate that reflects the risks specific to the liability.
Post retirement benefits
Costs in respect of defined contribution pension arrangements are charged to
the income statement on an accruals basis in line with the amounts payable in
respect of the accounting period. The Group has no defined benefit pension
arrangements.
Rental Income
Rental income from sublet property is credited to the consolidated income
statement in the year in which it accrues.
Revenue recognition
Architectural Contracts
Revenue represents the value of services performed for customers under
contracts (excluding value added taxes). Revenue from contracts is assessed on
an individual basis with revenue earned being ascertained based on the stage
of completion of the contract which is estimated using each performance
obligation within the contract and the proportion of total time expected to be
required to undertake each performance obligation which had been or is being
performed.
Step 1) Identification of the contract
Contracts with clients are mostly on a fixed basis with the consideration
generally being stipulated based on a percentage of the build cost.
Contract variations are treated as variations to a specific performance
obligation, with any additional fees associated with that variation, and the
time and cost required to fulfil the variations, included within the overall
assessment of the time required to complete the overall performance
obligation. This is on the basis that those variations are normally not
distinct in themselves (modifications to existing elements of the obligations)
and therefore are repriced as if they were part of the original contract.
Step 2) Identification of performance obligations
Whilst the nature of performance obligations may vary from project to project,
they are generally split by identification of Royal Institute of British
Architects ('RIBA') work stages (delivered as either an individual work stage
or a group of work stages depending on the exact nature of the contract),
which constitute individual and distinctive promises within the contract.
These are capable of being delivered independently. Local equivalents of RIBA
apply depending on the jurisdiction of the contract, and may be identified.
Step 3) Identify the consideration
Consideration is generally fixed and agreed within the contract for services
between the Group and the client, subject to modifications as noted above in
step 1.
Step 4) Allocate the transaction price
The performance obligations within the contract are billed on the basis of a
fee allocated to each element of the project, however revenue is allocated to
the performance obligations based on the total expected time cost and contract
cost expected to be required to undertake each performance obligation within
the contract. This leads to recognition of revenue being reallocated between
work stages where Management assess that the billing milestones associated to
specific stages as stated in the contract do not fairly reflect the total time
and cost required to complete those tasks.
Estimates of the total time expected to be required to undertake the contracts
are made on a regular basis and subject to management review. These estimates
may differ from the actual results due to a variety of factors such as
efficiency of working, accuracy of assessment of progress to date and client
decision making.
Step 5) Recognition of revenue
For all contracts undertaken by Management, the measurement of revenues
follows an "over time" pattern.
The basis on which this is the case is that the work performed by the Group
has no alternative use and the contracts contain provisions by which
consideration can be recovered for part-performance of obligations in the
event that a contract is terminated. The revenue recoverable in such an
instance would approximate to compensating the Group for the selling price of
the services rendered to date.
The amount by which revenue exceeds progress billings is classified as
contract assets. To the extent progress billings exceed relevant revenue, the
excess is classified as contract liabilities.
Master systems integration
Revenue is recognised when the goods or services are provided, subject to the
Group's specific revenue recognition policy for services rendered detailed
below.
Maintenance contracts, consultancy and revenue arising from contracts for the
design, supply and installation of master systems to which there is a
contractual commitment at the balance sheet date are treated as long term
contracts. Profit on these contracts is taken as the work is carried out if
the final outcome can be assessed with reasonable certainty. The profit
included is calculated on a prudent basis to reflect the proportion of the
work carried out at the year end, by recording turnover and related costs as
contract activity progresses. Revenue is calculated as that proportion of
total contract value which costs incurred to date bear to total expected costs
for that contract. Revenues derived from variations on contracts are
recognised only when they have been accepted by the customer. Full provision
is made for losses on all contracts in the year in which they are first
foreseen.
Distribution and Installation of Workplace Technology
The Group derives revenue from the transfer of goods and services over time
and at a point in time. Revenues from external customers come from the sale of
hardware and systems integration. The Group has a number of different types of
contractual arrangements and consequently applies a variety of methods of
revenue recognition. The revenue and profit in any period are based on the
delivery of performance obligations and an assessment of when control is
transferred to the customer. In determining the amount of revenue and profits
to record and related balance sheet items (such as trade receivables, accrued
income and deferred income) to recognise in the period, management is required
to form a number of judgements and assumptions. Revenue is recognised when the
performance obligation in a contract has been performed (so 'point in time'
recognition) or over time as the performance obligation is transferred to the
customer.
The transaction price, being the amount to which the Group expects to be
entitled and has rights to under the contract, is allocated to the identified
performance obligations. For each performance obligation, the Group determines
if revenue will be recognised over time or at a point in time. Where the Group
recognises revenue over time for long-term contracts, this is in general due
to the Group performing and the customer simultaneously receiving and
consuming the benefits provided over the life of the contract. For each
performance obligation to be recognised over time, the Company applies a
revenue recognition method that faithfully depicts the Company's performance
in transferring control of the goods or services to the customer. This
decision requires assessment of the real nature of the goods or services that
the Group has promised to transfer to the customer. The Group applies the
relevant output or input method consistently to similar performance
obligations in other contracts. If performance obligations in a contract do
not meet the over time criteria, the Group recognises revenue at a point in
time.
Share based payments
The Group has issued share options to certain employees, in return for which
the Group receives services from those employees. The fair value of the
employee services received in exchange for the grant of the options is
recognised as an expense other than where management perceive the fair value
to be immaterial.
The total amount to be expensed is determined by reference to the fair value
of the options granted including any market performance conditions (for
example the Company's share price) but excluding the impact of any service or
non market performance vesting conditions (for example the requirement of the
grantee to remain an employee of the Group).
The fair value of the options granted is estimated by management by utilising
a Black-Scholes option pricing model with reference to expected volatility,
vesting period, exercise price, and market share price at the time of grant.
Non market vesting conditions are included in the assumptions regarding the
number of options that are expected to vest. The total expense is recognised
over the vesting period. At the end of each period the Group revises its
estimates of the number of options expected to vest based on the non market
vesting conditions. It recognises the impact of any revision in the income
statement with a corresponding adjustment to equity.
Trade receivables
Trade receivables are amounts due from clients for services provided in the
ordinary course of business and are stated net of any provision for
impairment.
Following the adoption of IFRS 9, the Group followed the simplified approach
and so makes an expected credit loss allowance using lifetime expected credit
losses for all trade receivables and contract assets. The estimates and
judgements applied are detailed further in note 21.
The Group endeavours to undertake work only for clients who have the financial
strength to complete projects but even so, much property development is
financed by funds not unconditionally committed at the commencement of the
project. Problems with financing can on occasion unfortunately lead to clients
being unable to pay their debts either on a temporary or more permanent basis.
The Group monitors receipts from clients closely and undertakes a range of
actions if there are indications a client is experiencing funding problems.
The Group makes further loss allowances if it is considered that there is a
significant risk of non-payment. The factors assessed when considering a loss
allowance include the ownership of the development site, the general financial
strength and financial difficulties of the client, likely use / demand for the
completed project, and the length of time likely to be necessary to resolve
the funding problems.
The Group strives to maintain good relations with clients, but on occasions
disputes do arise with clients requiring litigation to recover outstanding
monies. In such circumstances, the directors carefully consider the individual
facts relating to each case (such as strength of the legal arguments and
financial strength of the client) when deciding the level of any further
impairment allowance.
2 Accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Accounting estimates
In preparing the financial statements, the directors make estimates and
assumptions concerning the future. The resulting accounting estimates, by
definition, seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year
are considered to be:
Impairment of trade receivables
The Group provides architectural design services, master systems integration
and stage technology, smart workplace systems, energy management software and
related services to a wide variety of clients including property developers,
owner occupiers and governmental organisations, both in the United Kingdom and
overseas.
An increase of 8% (2024: 5%) as a percentage of total trade receivables would
lead to a material bad debt exposure. Based on the combination of credit loss
allowances and specifically identified further provisions, there is a £0.21m,
(2024: £0.21m) trade receivables provision primarily against historic Middle
East trade receivables. Given the nature of these, there remains the potential
to collect these in future years. Further quantitative information concerning
trade receivables is shown in notes 21 and 33.
Impairment of goodwill and other intangible assets
Details of the impairment reviews undertaken in respect of the carrying value
of goodwill and other intangible assets are given in note 16.
Impairment of investments in subsidiaries, associate and joint ventures
The company's investment in subsidiaries, associate and joint ventures is
reviewed annually for impairment. The recoverable amount is determined based
on value in use calculations. These calculations use pre-tax cash flow
projections based on financial budgets and forecasts covering a five year
period. Cash flows beyond the five year period are extrapolated using long
term average growth rates.
The key assumptions made in these projections are the same as those given in
relation to impairment of goodwill in note 16.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and where applicable direct labour costs. When an
inventory check is carried out obsolete inventories identified are written off
to cost of sales. The carrying value of inventories at the year end was £262k
(2024: £393k). No provision for inventories has been included in the year end
accounts as it was deemed that all inventories will realise in excess of its
carrying value.
Useful lives of other intangible assets
The useful economic life of customer relationships acquired in the TFG
business combination is estimated to be at least 7 years based on analysis of
the retention rate of recurring maintenance contracts in recent years.
Capitalisation of development costs
It is the Group's policy to capitalise development expenditure only if the
Directors are satisfied as to the technical, commercial and financial
viability of individual projects and if the asset recognition criteria under
IAS 38 are met.
The assessment of directly attributable costs to projects involve a
significant degree of estimation of staff costs. The assessment of future
economic benefits generated by these intangible assets and the determination
of their amortisation profile involve a significant degree of judgement based
on the estimation of future potential revenue and profit and the useful life
of the assets.
Further information is provided in note 13.
Critical accounting judgements
Critical judgements represent key decisions made by management in the
application of the Group's accounting policies. Where a significant risk of
materially different outcomes exists due to management assumptions, this will
represent a critical accounting judgement. Accounting judgements are
continually reviewed in light of new information and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The judgements which have
a significant risk of causing a material adjustment to the carrying amount of
assets and liabilities are considered to be:
Recognition of fee claim revenue
The nature of the project work undertaken by the Group means sometimes the
scale and scope of a project increases after work has commenced. Subsequent
changes to the scale and scope of the work may require negotiation with the
clients for variations.
Advance agreement of the quantum of variation fees is not always possible, in
particular when the timescale for project completion is changing or where the
cost of variations cannot be determined until the work has been undertaken.
The Group have limited numbers of situations where we are entitled to a fee
claim, on which estimation of the amount we would be entitled to in such a
claim is considered on a case by case basis, and only recognised when it is
highly probable that there will not be a subsequent reversal of the estimated
revenues of a probable outcome under the requirements of IFRS 15 for variable
consideration.
In the current year no material fee claim revenue has been recognised at 30
September 2025.
IFRS 16 Right-of-use asset and Lease liability
On 18 December 2025 the Group signed a deed of surrender relating to the lease
of its Bonhill Street Studio, and entered into a new 5 year lease effective
backdated to 24 June 2025.
The new lease of its Bonhill Street studio does not include an upward rent
review, does not contain any break clauses and expires in June 2030.
The new lease includes a 6 month rent free period, followed by 12 months at a
reduced rent equating approximately 50% of the ongoing rent.
During the year Vanti Ltd exercised the tenant break clause to end the lease
of its premises in Farnham.
3 Operating segments
The Group's reportable operating segments are based on types of service as
Vanti (including TFG Stage Technology), ecoDriver and professional design
service regions.
The professional design service regions are based on the geographical areas in
which its architectural studios are located, as each reportable operating
segment provided the same type of service to clients, namely integrated
professional design services for the built environment. Internally the Group
prepares discrete financial information for each of its geographical
professional design service segments.
The Group's professional service design regions consist of the United Kingdom,
the Middle East and Continental Europe. Germany is included within Continental
Europe. Continental Europe also included Turkey in the prior year up until its
disposal in December 2023.
The A+K and Middle East segments have been re-presented as a discontinued
operation and is set out in note 11.
Income statement segment information
Segment revenue 2025 2024
£'000 £'000
United Kingdom Architecture 10,115 9,525
Vanti 9,375 8,592
ecoDriver 571 477
Continental Europe Architecture - 39
Revenue from continuing operations 20,061 18,633
Discontinued operations 410 1,083
Total revenue 20,471 19,716
Segment revenue recognised over time 2025 2024
£'000 £'000
United Kingdom Architecture 10,115 9,525
Vanti 8,939 8,058
ecoDriver 570 477
Continental Europe Architecture - 39
Revenue from continuing operations 19,624 18,099
Discontinued operations 168 438
Revenue recognised over time 19,792 18,537
Segment revenue recognised at a point in time 2025 2024
£'000 £'000
United Kingdom Architecture - -
Vanti 436 534
ecoDriver 1 -
Continental Europe Architecture - -
Revenue from continuing operations 437 534
Discontinued operations 242 645
Revenue recognised at a point in time 679 1,179
Total revenue 20,471 19,716
Most of the Group's revenue relates to the value of services performed for
customers under construction type contracts. These contracts are generally
fixed price and take place over a long term basis.
Revenue is recognised over time for these services where control is
transferred continuously as the Group fulfils its performance obligations.
Revenue is recognised at a point in time for distinct goods or services where
control transfers to the customer upon delivery, acceptance, or another
specific event
Segment revenue less sub consultant costs 2025 2024
£'000 £'000
United Kingdom Architecture 9,772 9,260
Vanti 9,375 8,592
ecoDriver 571 477
Continental Europe Architecture - 39
Revenue less sub consultant costs from continuing operations 19,718 18,368
Discontinued operations 410 1,083
Revenue less sub consultant costs 20,128 19,451
All impairment losses recognised in note 21 are in respect of the Group's
contracts with customers.
Segment net finance expense
2025 2024
Continuing operations £'000 £'000
United Kingdom Architecture (81) (178)
Vanti (172) (258)
ecoDriver (4) (1)
Continental Europe Architecture - -
Group costs (26) (8)
Net finance expense from continuing operations (283) (445)
Discontinued operations (3) (3)
Net finance expense (286) (448)
Segment depreciation 2025 2024
£'000 £'000
United Kingdom Architecture 50 74
Vanti 53 53
ecoDriver 1 1
Continental Europe Architecture - -
Group costs - 1
Depreciation from continuing operations 104 129
Discontinued operations 5 5
Depreciation 109 134
Segment amortisation 2025 2024
£'000 £'000
United Kingdom Architecture 416 412
Vanti 155 137
ecoDriver 13 12
Continental Europe Architecture - -
Amortisation from continuing operations 584 561
Discontinued operations - -
Amortisation 584 561
Segment result before tax 2025 2024
£'000 £'000
United Kingdom Architecture (E) 585 (20)
Vanti (B D) (74) (625)
ecoDriver (135) (48)
Continental Europe Architecture (A) 157 73
Group costs (C) (456) (679)
Profit/(loss) before tax from continuing operations 77 (1,299)
Loss from discontinued operations (142) (242)
Goodwill impairment on discontinued operation - (260)
Total loss before tax (65) (1,801)
Segment result before tax 2025 2024
(before reallocation of group management charges) £'000 £'000
United Kingdom Architecture (E) 968 250
Vanti (B D) 254 (373)
Continental Europe Architecture (A) 287 204
ecoDriver (80) (5)
Group costs (C) (1,414) (1,428)
Profit/(loss) before tax from continuing operations 15 (1,352)
Loss from discontinued operations (80) (189)
Goodwill impairment on discontinued operation - (260)
Total loss before tax (65) (1,801)
( )
(A) Sep-24 segmental results before tax includes the £88k loss on disposal of
the Turkish subsidiary Aukett Swanke Mimarlik AS.
( )
(B) Sep-24 segmental results before tax includes the £585k loss on
revaluation of The Old Torpedo Factory freehold property asset sale allocated
within Torpedo Factory Group.
( )
(C) Sep-24 segmental results before tax includes £27k of exceptional costs
being transactional costs for the acquisition of TRCS (ecoDriver) allocated
within Group costs.
(D) Sep-24 segmental results before tax includes £14k of exceptional costs
being transactional costs for the acquisition of certain assets from the
liquidator of RTS Technology Solutions Limited which formerly traded as Vanti
("RTS") allocated within Torpedo Factory Group.
( )
(E) Sep-24 United Kingdom Architecture result before tax includes a provision
of £264k relating to a levy by The Wren, the Group's UK architecture
businesses professional indemnity insurer. The Wren is an industry led mutual
insurance organisation of which the Group's UK architecture businesses are
members. The levy was triggered by The Wren's reassessment of cladding-related
claims, which reduced its solvency ratio below its regulatory requirements,
necessitating additional member contributions.
The Group's share of results from associate and joint ventures included within
the Continental Europe segment result are shown in notes 17 and 18.
Revenue from contracts with customers
Assets and liabilities related to contracts with customers
The Group has recognised the following assets and liabilities related to
contracts with customers:
2025 2024
£'000 £'000
Current contract assets relating to professional services contracts 1,246 1,750
Loss allowance - -
Total contract assets 1,246 1,750
Contract liabilities relating to professional services contracts 1,861 2,585
Total contract liabilities 1,861 2,585
Significant changes in contract asset and liabilities
Contract assets have decreased as the Group provided lower amounts of services
ahead of invoicing. Contract assets derived from the smart building businesses
combined to £646k (September 2024: £817k). This is primarily driven by
slower trading in Vanti in the final months of the year, combined with slower
trading in A+K prior to its sale. For UK Architecture, the balance of contract
assets also decreased significantly to £600k (September 2024: £933k). The
decrease is primarily due to the prior year balance including 2 projects in
Veretec with combined work in progress of £323k, and 1 in ASL with work in
progress of £183k, for which finalisation of the September 2024 monthly
invoices were delayed with the respective clients meaning they had to be sent
in October, and differences in billings schedules vs revenue recognition which
reduced down significantly during the year.
Contract liabilities have decreased as the Group has invoiced for lower
amounts ahead of providing services. The decrease primarily stems from the
smart building businesses which contributed £1,211k (September 2024:
£1,681k) towards the contract liabilities as at 30 September 2025. This side
of the business regularly invoices 40% up front resulting in large contract
liability positions, however the lower levels in trade in the final months of
the year means that the balance is significantly down on the prior year. For
UK architecture, the balance of contract liabilities also decreased
significantly to £650k (September 2024: £904k) as stages of projects where
billings had been in advance of revenue concluded and new projects and
following stages of existing projects had billings schedules more aligned to
revenue recognition.
Revenue recognised in relation to contract liabilities
The following table shows how much of the revenue recognised in the current
reporting period relates to carried-forward contract liabilities and how much
relates to performance obligations that were satisfied in a prior year:
£'000
Total contract liabilities as at 1 October 2024 (2,585)
Revenue recognised that was included in the contract liability balance at the 2,585
beginning of the period
Credits issued relating to the contract liability balance at the beginning of -
the year, previously invoiced but not recognised as revenue.
Cash received in advance of performance and not recognised as revenue in the (1,861)
period
Total contract liabilities as at 30 September 2025 (1,861)
Statement of financial position segment information
Segment assets 2025 2024
£'000 £'000
United Kingdom Architecture 1,980 3,044
Vanti 1,355 2,345
Anders+Kern 40 57
ecoDriver 152 89
Middle East Architecture - -
Continental Europe Architecture - -
Trade receivables and contract assets 3,527 5,535
Other current assets 2,217 1,987
Non current assets* 6,446 5,935
Total assets 12,190 13,457
*Non current assets include investments in associate and joint ventures.
Segment liabilities 2025 2024
£'000 £'000
United Kingdom Architecture 2,294 2,634
Vanti 1,792 2,797
Anders+Kern 177 298
Middle East Architecture 133 133
ecoDriver 254 171
Continental Europe Architecture - -
Trade payables, contract liabilities and accruals 4,650 6,033
Other current liabilities 2,060 3,205
Non current liabilities 2,898 1,826
Total liabilities 9,608 11,064
Contract segment information
Contract assets 2025 2024
£'000 £'000
United Kingdom Architecture 600 933
Vanti 575 707
Anders+Kern - 60
ecoDriver 71 50
Middle East Architecture - -
Continental Europe Architecture - -
Total contract assets 1,246 1,750
Contract liabilities 2025 2024
£'000 £'000
United Kingdom Architecture 650 904
Vanti 1,004 1,571
Anders+Kern 17 17
ecoDriver 207 93
Middle East Architecture - -
Continental Europe Architecture - -
Total contract liabilities 1,878 2,585
Geographical areas
Revenue 2025 2024
£'000 £'000
United Kingdom 20,471 19,677
Country of domicile 20,471 19,677
Turkey - 39
Foreign countries - 39
Revenue 20,471 19,716
Non current assets 2025 2024
£'000 £'000
United Kingdom 4,861 4,344
Country of domicile 4,861 4,344
Germany 986 995
Foreign countries 986 995
Non current assets excluding deferred tax 5,847 5,339
Deferred tax 599 596
Non current assets 6,446 5,935
Major clients
During the year ended 30 September 2025, the Group did not derive 10% or more
of its revenues from any major clients (2024: nil).
2025 2024
£'000 £'000
Largest client revenues 1,112 1,271
The largest client revenues for 2025 relate to the Torpedo Factory Group
operating segment (2024: Torpedo Factory Group operating segment).
Revenue by project site
The geographical split of revenue based on the location of project sites was:
2025 2024
£'000 £'000
United Kingdom 18,826 19,677
Middle East 609 -
Continental Europe 620 39
Rest of the world 416 -
Revenue 20,471 19,716
4 Other operating income
2025 2024
£'000 £'000
Property rental income 83 139
Management charges to joint ventures and associates 130 131
Government grant - 128
Other sundry income 34 102
Total other operating income from continuing operations 247 500
Discontinued operations - -
Total other operating income 247 500
5 Finance costs
Continuing operations 2025 2024
£'000 £'000
Fair value movement on investments - 23
Payable on bank loans and overdrafts 135 170
Finance lease interest payable 66 68
Other interest payable 98 197
Finance costs from continuing operations 299 458
Discontinued operations 3 3
Total finance costs 302 461
6 Auditor remuneration
During the year the Group incurred the following costs in relation to the
Company's auditor and associates of the Company's auditor, and to the
Company's previous auditor:
2025 2024
£'000 £'000
Fees payable to the Company's auditor for the audit of the Company's annual 35 34
accounts for the year ended September 2025
Additional fees paid to the Company's previous auditor for the audit of the - 50
Company's annual accounts for the year ended September 2024
Fees payable to the Company's auditor and its associates
for other services
Audit of the Company's subsidiaries pursuant to legislation 66 66
The figures presented above are for Built Cybernetics plc and its subsidiaries
as if they were a single entity. Built Cybernetics plc has taken the exemption
permitted by United Kingdom Statutory Instrument 2008/489 to omit information
about its individual accounts.
7 Employee information
The average number of persons including directors employed by the Group and
Company during the year was as follows:
Group Company
2025 2024 2025 2024
Number Number Number Number
Technical 127 115 - -
Administrative 62 65 9 8
Total 189 180 9 8
In addition to the number of staff disclosed above, the Group's associate and
joint ventures employed an average of 147 persons (2024: 152 persons).
The costs of the persons employed by the Group and Company during the year
were:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Wages and salaries 9,320 9,078 803 763
Social security costs 1,111 942 92 89
Contributions to defined contribution pension arrangements 542 536 75 118
Total 10,973 10,556 970 970
The Group contributes to defined contribution pension arrangements for its
employees in the UK. The assets of these arrangements are held by financial
institutions entirely separately from those of the Group.
8 Directors' emoluments
2025 Basic Pay Benefits in kind Aggregate Pension Total
£'000 emoluments contributions
£'000 £'000 £'000 £'000
Robert Fry 40 1 41 - 41
Clive Carver 60 - 60 - 60
Tandeep Minhas 33 - 33 - 33
Nick Clark 150 3 153 20 173
Freddie Jenner 115 1 116 15 131
Antony Barkwith 135 2 137 17 154
Total 533 7 540 52 592
2024 Basic Pay Benefits in kind Aggregate Pension Total
£'000 emoluments contributions
£'000 £'000 £'000 £'000
Robert Fry 55 6 61 9 70
Clive Carver 60 - 60 - 60
Tandeep Minhas 33 - 33 - 33
Nick Clark 150 2 152 20 172
Freddie Jenner 135 1 136 17 153
Antony Barkwith 135 3 138 17 155
Total 568 12 580 63 643
Benefits were accruing to three Directors 2024: four Directors) (under defined
contribution pension arrangements.
The aggregate emoluments of the highest paid Director were £153,000 (2024:
£152,000) together with pension contributions of £20,000 (2024: £20,000).
9 Tax charge
2025 2024
£'000 £'000
Current tax - -
Adjustment in respect of previous years (34) -
Total current tax (34) -
Origination and reversal of temporary differences 72 (97)
Adjustment in respect of previous years (72) 3
Changes in tax rates - -
Total deferred tax (note 25) - (94)
Total tax credit (34) (94)
Split as:
Continuing operations (34) (221)
Discontinued operations - 127
Total tax credit (34) (94)
The standard rate of corporation tax in the United Kingdom that is applicable
for the financial year was 25% (2024: 25%).
The tax assessed for the year differs from the United Kingdom standard rate as
explained below:
2025 2024
£'000 £'000
Loss before tax (65) (1,801)
Loss before tax multiplied by the standard (16) (450)
rate of corporation tax in the United
Kingdom of 25% (2024: 25%)
Effects of:
Other non tax deductible expenses/(credits) (45) 119
Associate and joint ventures reported net of tax (39) (39)
Tax losses not recognised 172 208
Impact on deferred tax of change in UK tax rate - -
Current tax adjustment in respect of previous years (34) -
Deferred tax adjustment in respect of previous years (72) 3
Income not taxable - 65
Total tax credit (34) (94)
10 Earnings per share
The calculations of basic and diluted earnings per share are based on the
following data:
Earnings 2025 2024
£'000 £'000
Continuing operations 111 (1,078)
Discontinued operations (142) (629)
Loss for the year (31) (1,707)
Number of shares 2025 2024
Number Number
Weighted average of ordinary shares in issue 346,286,481 315,833,254
Adjustments for calculation of diluted earnings per share:
- Effect of dilutive warrants 23,500,000 19,356,164
- Effect of dilutive options 12,287,217 6,399,419
Diluted weighted average of ordinary shares in issue 382,073,698 341,588,837
As explained in note 29 the Company has granted options over 29,091,666 of its
ordinary shares. These have been included in the calculation of diluted
earnings per share. The amount of the dilution is based on the average market
price of ordinary shares during the period minus the exercise price.
As explained in note 28, during the prior year the Company issued 42,500,000
warrants exercisable for 3 years at a price of 1 penny per share. As
14,000,000 were exercised during the year (prior year: 5,000,000) the effect
of dilutive warrants includes the effect of the remaining 23,500,000
un-exercised warrants.
11 Discontinued operations
11 (a) Description
On 4 November 2025, the Group disposed of its subsidiary Anders + Kern U.K.
Limited for a nominal sum. The Anders + Kern segment is presented as a
discontinued operation in the current and comparative period.
In April 2022, the Group sold assets, as part of the Group's disposal of JRHP
constituting its John R Harris & Partners Limited (Cyprus) subsidiary and
John R Harris & Partners (Dubai) entity, for a cash consideration of AED
5,000,000, comprising AED 4,250,000 cash up front and a further AED 750,000
deferred consideration paid over a 5 year period. The Middle East segment is
presented as a discontinued operation in the current and comparative period.
Deferred cash consideration received in the year was £31k (2024: £31k).
11 (b) Financial performance and cash flow information
In the current and prior period the Middle East segment recorded no revenue,
and £nil expenses (2024: £27k). All other figures presented relate to the
performance of the Anders + Kern segment.
Result of discontinued operations
2025 2024
£'000 £'000
Revenue 410 1,083
Sub consultant costs - -
Revenue less sub consultant costs 410 1,083
Cost of sales (200) (736)
Gross profit 210 347
Personnel related expenses (230) (377)
Property related costs (18) (67)
Other operating expenses (97) (127)
Distribution costs (4) (15)
Loss before tax (139) (239)
Finance costs 5 (3) (3)
Trading loss (142) (242)
Goodwill impairment 12 - (260)
Loss before tax (142) (502)
Tax charge 9 - (127)
Loss from discontinued operations (142) (629)
Exchange differences on translation of discontinued operation - -
Other comprehensive loss from discontinued operations (142) (629)
Earnings per share from discontinued operations
2025 2024
£'000 £'000
Basic loss per share (0.04p) (0.20p)
Diluted loss per share (0.04p) (0.18p)
Statement of cash flows
The statement of cash flows includes the following amounts relating to
discontinued operations:
2025 2024
£'000 £'000
Net cash (outflow)/inflow from operating activities (143) 58
Net cash inflow/(outflow) from investing activities 1 (12)
Foreign exchange movements - -
Net cash from discontinued operations (142) 46
12 Goodwill
Group
£'000
Cost
At 1 October 2023 3,476
Additions 572
Disposal -
Exchange differences -
At 30 September 2024 4,048
Additions -
Disposal -
Exchange differences -
At 30 September 2025 4,048
Impairment
At 1 October 2023 1,974
Impairment 260
Disposal -
Exchange differences -
At 30 September 2024 2,234
Impairment -
Disposal -
Exchange differences -
At 30 September 2025 2,234
Net book value
At 30 September 2025 1,814
At 30 September 2024 1,814
At 1 October 2023 1,502
Goodwill from the United Kingdom Architecture operation arose as £1,244k from
the April 2005 acquisition of Fitzroy Robinson Limited and £496k from the
December 2013 acquisition of Swanke Hayden Connell Europe Limited. In the
years that have passed the UK operations have been merged into the Aukett
Swanke Limited and Veretec Limited companies. Management took the decision to
write off the full £1,740k balance of Goodwill for the United Kingdom
Architecture operations in 2023.
Goodwill of £1,464k arose from the TFG acquisition in March 2023, this was
subsequently impaired to £1,242k following the lapse of additional
consideration shares and share options issued as part of the acquisition. The
acquisition of certain assets of RTS Technology Solutions Limited into Vanti
Ltd March 2024 added further Goodwill of £45k.
The acquisition of Anders + Kern in July 2023 gave rise to £260k of Goodwill.
A full provision for impairment was made during the prior year.
The acquisition of TR Control Solutions Limited (renamed ecoDriver) in October
2023 give rise to Goodwill of £527k.
The net book value of goodwill is allocated to the Group's cash generating
units ("CGU") as follows:
Torpedo Factory Group Anders + Kern United Kingdom Total
Architecture
ecoDriver
£'000 £'000 £'000 £'000 £'000
At 1 October 2023 1,242 260 - - 1,502
Additions 45 - 527 - 572
Disposal - - - - -
Impairment - (260) - - (260)
Exchange differences - - - - -
At 30 September 2024 1,287 - 527 - 1,814
Additions - - - - -
Disposal - - - - -
Impairment - - - - -
Exchange differences - - - - -
At 30 September 2025 1,287 - 527 - 1,814
An annual impairment test is performed over the cash generating units ('CGUs')
of the Group where goodwill and intangible assets are allocable to those CGUs.
The net book values are supported by the value in use calculations detailed
further in note 16.
13 Other intangible assets
Group Trade name Customer IT assets Development costs Total
relationships
£'000 £'000 £'000 £'000 £'000
Cost
At 1 October 2023 654 300 75 - 1,029
Acquired through business combinations - - 11 - 11
Additions - - - 221 221
Exchange differences (31) (7) - - (38)
At 30 September 2024 623 293 86 221 1,223
Additions - - - 448 448
Exchange differences (2) (2) - - (4)
At 30 September 2025 621 291 86 669 1,667
Amortisation
At 1 October 2023 459 159 7 - 625
Disposal - - - - -
Impairment - - - - -
Charge 13 22 13 14 62
Exchange differences (30) (7) - - (37)
At 30 September 2024 442 174 20 14 650
Disposal - - - - -
Impairment - - - - -
Charge 13 22 13 34 82
Exchange differences (2) (2) - - (4)
At 30 September 2025 453 194 33 48 728
Net book value
At 30 September 2025 168 97 53 621 939
At 30 September 2024 181 119 66 207 573
At 1 October 2023 195 141 68 - 404
Amortisation is included in other operating expenses in the consolidated
income statement.
Impairment
An annual impairment test is performed over the cash generating units ('CGUs')
of the Group where goodwill and intangible assets are allocable to those CGUs.
The net book values are supported by the value in use calculations detailed
further in note 16.
Trade name
The trade name was acquired as part of the acquisition of Swanke Hayden
Connell Europe Limited ("SHC") in December 2013 and also on the acquisition of
Shankland Cox Limited ("SCL") in February 2016. The SHC trade name reflects
the inclusion of the Swanke name in the name of Aukett Swanke Limited. Trade
names are amortised on a straight line basis over a 25 year period from the
acquisition. The SHC trade name has a remaining amortisation period of 14
years.
Customer relationships
Customer relationships were acquired as part of the acquisition of SHC in
December 2013 This represents the value attributed to clients who provided
repeat business to the Group on the strength of these relationships. Customer
relationships are amortised on a straight line basis over a 7-10 year period
from the acquisition dates. The customer relationships acquired in December
2013 were amortised over a 7 year period which ended in December 2020.
In March 2023, £152k of additions related to the acquisition of Torpedo
Factory Group. This represents the value attributed to clients who provided
repeat business to the Group on the strength of these relationships. The fair
value was ascertained by analysing the net present value of recurring
maintenance contracts adjusted for retention rates based on historical
customer retention data. The customer relationships are being amortised on a
straight line basis over a 7 year period from the acquisition date.
IT assets
£75k of IT assets were acquired as part of the acquisition of Torpedo Factory
Group in March 2023 and consist of domain names, computer software and website
development costs.
In March 2024, £11k of IT assets acquired were part of the Asset Purchase
Agreement (APA) resulting from the liquidation of RTS Technology Solutions
Ltd. This represents various software applications that were purchased as part
of this agreement:
These assets are being amortised on a straight line basis over a 5-7 year
period.
Development Costs
Development costs in the current and prior years relating to our internal IP
have been capitalised under IAS 38. These costs have been scoped under the
relevant criteria including the Technology Readiness Level (TRL) measurement
system. Separation between research and development has been applied with
prudent percentages then being utilised for relevant product development
across Vanti Ltd and ecoDriver Ltd. Amortisation profiles for this
capitalisation has been set at a 5-year period which is appropriate for the
software IP that is being developed.
14 Property, plant & equipment
Group Leasehold Furniture & Motor vehicles Total
improvements equipment £'000
£'000 £'000 £'000
Cost
At 1 October 2023 42 675 52 769
Acquired through business combinations - 20 - 20
Additions - 56 - 56
Disposals - (13) (8) (21)
Exchange differences - (3) - (3)
At 30 September 2024 42 735 44 821
Additions - 138 - 138
Disposals - (8) (15) (23)
Assets classified as held for sale - (20) - (20)
Exchange differences - - - -
At 30 September 2025 42 845 29 916
Depreciation
At 1 October 2023 3 526 2 531
Charge 6 116 12 134
Disposals - (12) (7) (19)
Exchange differences - (1) - (1)
At 30 September 2024 9 629 7 645
Charge 11 90 8 109
Disposals - (5) (8) (13)
Assets classified as held for sale - (10) - (10)
Exchange differences (1) (3) 1 (3)
At 30 September 2025 19 701 8 728
Net book value
At 30 September 2025 23 144 21 188
At 30 September 2024 33 106 37 176
At 1 October 2023 39 149 50 238
Company Furniture & Total
equipment
£'000 £'000
Cost
At 1 October 2023, 30 September 2024, and 30 September 2025 7 7
Depreciation
At 1 October 2023 6 6
Charge 1 1
At 30 September 2024 7 7
Charge - -
At 30 September 2025 7 7
Net book value
At 30 September 2025 - -
At 30 September 2024 - -
At 1 October 2023 1 1
15 Leases
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
- Leases of low value assets; and
- Leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
Group's incremental borrowing rate on commencement of the lease is used.
Variable lease payments are only included in the measurement of the lease
liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments are
expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also
includes:
- amounts expected to be payable under any residual value guarantee;
- the exercise price of any purchase option granted in favour of the
Group if it is reasonably certain to assess that option;
- any penalties payable for terminating the lease, if the term of the
lease has been estimated on the basis of termination option being exercised.
Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:
- lease payments made at or before commencement of the lease;
- initial direct costs incurred; and
- the amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased asset
(typically leasehold dilapidations - see note 26).
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease (because, for
example, it re-assesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the lease liability
to reflect the payments to make over the revised term, which are discounted
using a revised discount rate. The carrying value of lease liabilities is
similarly revised when the variable element of future lease payments dependent
on a rate or index is revised, except the discount rate remains unchanged. In
both cases an equivalent adjustment is made to the carrying value of the
right-of-use asset, with the revised carrying amount being amortised over the
remaining (revised) lease term. If the carrying amount of the right-of-use
asset is adjusted to zero, any further reduction is recognised in profit or
loss.
When the Group renegotiates the contractual terms of a lease with the lessor,
the accounting depends on the nature of the modification:
- if the renegotiation results in one or more additional assets being
leased for an amount commensurate with the standalone price for the additional
rights-of-use obtained, the modification is accounted for as a separate lease
in accordance with the above policy;
- in all other cases where the renegotiated increases the scope of the
lease (whether that is an extension to the lease term, or one or more
additional assets being leased), the lease liability is remeasured using the
discount rate applicable on the modification date, with the right-of-use asset
being adjusted by the same amount;
- if the renegotiation results in a decrease in the scope of the
lease, both the carrying amount of the lease liability and right-of-use asset
are reduced by the same proportion to reflect the partial of full termination
of the lease with any difference recognised in profit or loss. The lease
liability is then further adjusted to ensure its carrying amount reflects the
amount of the renegotiated payments over the renegotiated term, with the
modified lease payments discounted at the rate applicable on the modification
date. The right-of-use asset is adjusted by the same amount.
For contracts that both convey a right to the Group to use an identified asset
and require services to be provided to the Group by the lessor, the Group has
elected to account for the entire contract as a lease, i.e. it does allocate
any amount of the contractual payments to, and account separately for, any
services provided by the supplier as part of the contract.
Nature of leasing activities (in the capacity as lessee)
The Group leases a number of properties in the jurisdictions from which it
operates. In some
jurisdictions it is customary for lease contracts to provide for payments to
increase each year by inflation or and in others to be reset periodically to
market rental rates. In some jurisdictions' property leases the periodic rent
is fixed over the lease term.
The Group also leases certain items of plant and equipment. Leases of plant
and equipment comprise only fixed payments over the lease terms.
The lease liability recognised by the Group on land and buildings relates to
the lease on the London premises. On 18 December 2025 the Group signed a deed
of surrender relating to the lease on the London premises, and entered into a
new 5 year lease effective backdated to 24 June 2025.
The new lease includes a 6 month rent free period, followed by 12 months at a
reduced rent equating approximately 50% of the ongoing rent. Thereafter rent
on the premises is fixed.
The Group has accounted for the surrender of the old lease as a disposal at
the carrying value as at the 24 June 2025 and the recognition of the new lease
using a revised discount rate on 24 June 2025.
The payments on leasehold improvements are all fixed payments for the length
of the leases.
The Group sometimes negotiates break clauses in its property leases. On a
case-by-case basis, the Group will consider whether the absence of a break
clause would expose the Group to excessive risk. Typically factors considered
in deciding to negotiate a break clause include:
- the length of the lease term;
- the economic stability of the environment in which the property is
located; and
- whether the location represents a new area of operations for the
Group.
During the year Vanti Ltd exercised the tenant break clause to end the lease
of its premises in Farnham.
Right-of-use Assets
Land and buildings Restoration costs Leasehold Motor vehicles Total
£'000 £'000 improvements £'000
£'000 £'000
At 1 October 2023 1,693 100 240 99 2,132
Additions 77 - 16 - 93
Disposals - - - (13) (13)
Amortisation (394) (21) (53) (31) (499)
At 30 September 2024 1,376 79 203 55 1,713
Additions 1,655 - - - 1,655
Disposals (979) - - - (979)
Amortisation (397) (21) (56) (28) (502)
At 30 September 2025 1,655 58 147 27 1,887
Lease liabilities
Land and buildings Leasehold Motor vehicles Total
£'000 improvements £'000
£'000 £'000
1 2,242
At 1 October 2023 2,150 91
Additions 79 - - 79
Disposals - - (13) (13)
Interest expense 63 - 5 68
Lease payments (539) (1) (29) (569)
At 30 September 2024 1,753 - 54 1,807
Additions 1,591 - - 1,591
Disposals (1,381) - - (1,381)
Interest expense 63 - 3 66
Lease payments (300) - (29) (329)
At 30 September 2025 1,726 - 28 1,754
£'000
-
Short-term lease expense
Low value lease expense 2
Expense relating to variable lease payments not included in -
the measurement of lease liabilities
Aggregate undiscounted commitments for short-term leases -
The maturity analysis of lease liabilities of the Group at each reporting date
are as follows:
Up to 3 months Between 3 and 12 months Between 1 and 2 years Between 2 and 5 years Over 5 years
Lease liabilities
£'000 £'000 £'000 £'000 £'000
At 30 September 2025 70 166 436 1,082 -
At 30 September 2024 130 398 542 737 -
The Group acts as a lessor through the sub-let of part of the third floor at
its Bonhill Street studio
The following is the aggregate minimum future receivables under these leases.
2025 2024
£'000 £'000
Not later than one year 30 46
Later than one year and not later than five years - -
Later than five years - -
Total 30 46
16 Investments
Company Subsidiaries Joint Associate Total
ventures
£'000 £'000 £'000 £'000
Cost
At 1 October 2023 12,725 21 12 12,758
Additions 360 - - 360
At 30 September 2024 13,085 21 12 13,118
Additions - - - -
At 30 September 2025 13,085 21 12 13,118
Provisions
At 1 October 2023 7,352 - - 7,352
Charge 521 - - 521
At 30 September 2024 7,873 - - 7,873
Charge 5 - - 5
At 30 September 2025 7,878 - - 7,878
Net book value
At 1 October 2023 5,373 21 12 5,406
At 30 September 2024 5,212 21 12 5,245
At 30 September 2025 5,207 21 12 5,240
The increase in cost of £360k during the prior year related to the
acquisition of ecoDriver Limited.
A provision for impairment of £5k (2024: £6k) was made during the year to
reduce the Company's investment in Swanke Hayden Connell Europe Limited down
to the net book value of its balance sheet.
The Company's sold its investment in Anders + Kern shortly after the year end
in November 2025 for a nominal sum (see note 38). As provision for impairment
of £515k was made during the prior year to reduce the Company's investment in
Anders + Kern down to zero, no adjustment to this provision was made during
the year.
The current net book values of the investments in subsidiaries is £5,207k
(2024: £5,212k) after charges made in the current year, which is larger than
the net assets of the consolidated statement of financial position of £2,582k
(2024: £2,393k). This is primarily due to the Company's cost of investment in
the UK operations (Aukett Swanke Limited and Veretec Limited) being higher
than the Group's carrying value of Goodwill and other intangible assets in
these entities.
The net book values are supported by the value in use calculations.
An annual impairment test is performed over cash generating units ('CGUs') of
the Group. The UK architectural operations (Aukett Swanke Limited and Veretec
Limited) are considered to be one CGU. Torpedo Factory Group Limited along
with its subsidiaries Vanti Ltd and TFG Stage Technology Ltd are considered to
be one CGU.
The recoverable amount of a CGU is determined based on value in use
calculations. These calculations use pre-tax cash flow projections based on
financial budgets and forecasts covering a five year period. Cash flows beyond
the five year period are extrapolated using long term average growth rates.
The key assumptions in the discounted cash flow projections for the United
Kingdom architectural operation are:
· the future level of revenue, set at a compound growth rate of
7.02% (2024: 5.15%) over the next five years - which is based on two years of
budgeted revenue targets, with following years assuming annualised inflation
of earnings (and costs) using a CPI assumption of 3.50% based on the Nov-25
annualised UK CPI index.
· long term growth rate - which has been assumed to be 1.58% (2024:
1.6%) per annum based on the average historical growth in gross domestic
product in the United Kingdom over the past fifty years; and
· the discount rate - which is the UK Architecture segment's
pre-tax weighted average cost of capital and has been assessed at 19.25%
(2024: 18.82%).
Based on the discounted cash flow projections, the recoverable amount of the
UK CGU is estimated to exceed carrying values by £3,763k (178%). An 8.7% fall
in all future forecast revenues (applied as a smooth reduction to the compound
growth rate noted above) without a corresponding reduction in costs in the UK
CGU, or an increase in the discount rate to over 65%, would result in carrying
amounts exceeding their recoverable amount. A decrease in the effective
compound growth rate of revenue to 5.08% instead of the 7.02% noted above,
without a corresponding reduction in costs in the UK CGU, would result in
carrying amounts exceeding their recoverable amount. Management believes that
the carrying value of the investment remains recoverable despite this
sensitivity given the conservative nature of the underlying forecasts
prepared.
The same assumptions on CPI, the long term growth rate and the discount rate
were also applied for the reviews of the TFG operation.
· For Torpedo Factory Group the future level of revenue, set at a
compound growth rate of 6.63% (2024: 9.15%) over the next five years - is
based on two years of budgeted revenue targets, assuming a decrease in revenue
of 8.49% in 25/26 which reflects a short-term decline followed by a recovery
and subsequent growth, rather than year-on-year growth in each individual
period, with following years assuming annualised inflation of earnings (and
costs) using a CPI assumption of 3.50% based on the Nov-25 annualised UK CPI
index.
Based on the discounted cash flow projections, the recoverable amount of the
TFG CGU is estimated to exceed carrying values by £1,485k (53%). A 5.1% fall
in all future forecast revenues (applied as a smooth reduction to the compound
growth rate noted above) without a corresponding reduction in costs in the TFG
CGU, or an increase in the discount rate to over 25%, would result in carrying
amounts exceeding their recoverable amount. A decrease in the effective
compound growth rate of revenue to 4.45% instead of the 6.63% noted above,
without a corresponding reduction in costs in the TFG CGU, would result in
carrying amounts exceeding their recoverable amount. Management believes that
the carrying value of the investment remains recoverable despite this
sensitivity given the conservative nature of the underlying forecasts
prepared.
· For ecoDriver the future level of revenue, set at a compound
growth rate of 38.13% (2024: 36.08%) over the next five years - is based on
two years of budgeted revenue targets, assuming an increase in revenue of
85.2% in 25/26, 39.1% in 26/27, with following years assuming annualised
inflation of earnings of 25% and costs at 12.5%. While the prior year
impairment model assumed broadly proportional growth in revenue and costs, the
current year assessment reflects the increasing maturity of the recurring
revenue model, resulting in revenue growth of approximately 25% per annum with
lower associated cost growth. Forecast increases in revenue are set
significantly higher than the other CGU's as ecoDriver is growing from a small
base, with spend on developing the energy monitoring software, which should
lead to higher levels of long term contracts for software licences and
advisory services.
Based on the discounted cash flow projections, the recoverable amount of the
ecoDriver CGU is estimated to exceed carrying values by £2,019k (561%). A
5.5% fall in all future forecast revenues (applied as a smooth reduction to
the compound growth rate noted above) without a corresponding reduction in
costs in the ecoDriver CGU, or an increase in the discount rate to over 32%,
would result in carrying amounts exceeding their recoverable amount. A
decrease in the effective compound growth rate of revenue to 28.23% instead of
the 38.13% noted above, without a corresponding reduction in costs in the
ecoDriver CGU, would result in carrying amounts exceeding their recoverable
amount. Management believes that the carrying value of the investment remains
recoverable despite this sensitivity given the entity has demonstrated year on
year revenue growth which should lead to longer term recurring revenue and the
ability grow further whilst significantly improving margins.
Subsidiary operations
The following are the subsidiary undertakings at 30 September 2025:
Name Country of Proportion Nature of business
incorporation and registered office address of ordinary equity held
(see table below)
2025 2024
Subsidiaries
Aukett Swanke Limited (A) 100% 100% Architecture & design
Aukett Fitzroy Robinson International Limited (A) 100% 100% Architecture & design
Veretec Limited (A) 100% 100% Architecture & design
Swanke Hayden Connell International Limited (A) 100% 100% Architecture & design
Shankland Cox Limited (A) 100% 100% Architecture & Engineering
Aukett Swanke Architectural Design Limited (A) 100% 100% Architecture & design
Anders + Kern U.K. Limited (A) 100% 100% Distribution and installation of workplace technology
(disposal November 2025 - note 38)
Torpedo Factory Group Limited (A) 100% 100% Holding company
Vanti Ltd (formerly Torpedo Factory Ltd) (A) 100% 100% Smart Building and AV System Integration, and Software Development
TFG Stage Technology Ltd (B) 100% 100% Design, supply and installation of stage technology, stage engineering and
associated master systems
ecoDriver Ltd (A) 100% 100% Software and systems for monitoring energy use in buildings
Swanke Hayden Connell Europe Limited (A) 100% 100% Non-trading
Fitzroy Robinson Limited (A) 100% 100% Dormant
Aukett Swanke Group Limited (A) 100% 100% Dormant
Aukett Fitzroy Robinson Limited (A) 100% 100% Dormant
Thomas Nugent Architects Limited (A) 100% 100% Dormant
Aukett Fitzroy Robinson Europe Limited (A) 100% 100% Dormant
Aukett Limited (A) 100% 100% Dormant
MapBI Ltd (formerly Aukett (UK) Limited) (A) 100% 100% Dormant
Aukett Group Limited (A) 100% 100% Dormant
Fitzroy Robinson West & Midlands Limited (A) 100% 100% Dormant
Foresight Audio Visual Limited (A) 100% 100% Dormant
Pinnerton Video Systems Limited (A) 100% 100% Dormant
Orion Audio Visual Limited (A) 100% 100% Dormant
Aukett Fitzroy Robinson International Limited is incorporated in England &
Wales. The entity operated principally through its Middle East branch which
was registered in the Abu Dhabi emirate of the United Arab Emirates. The
branch licence expired and was cancelled in July 2020, with new work engaged
through Aukett Swanke Architectural Design Limited.
Aukett Swanke Architectural Design Limited is incorporated in England &
Wales, but operated principally in the United Arab Emirates. The trade licence
expired in March 2021 and the operation is no longer undertaking new work.
Shankland Cox Limited is incorporated in England & Wales, but operated
principally through its Middle East branches registered in emirates of the
United Arab Emirates including Abu Dhabi, Dubai, and Al Ain. These licenses
expired in January and April 2022, with ongoing projects being reassigned to
JRHP prior to the sale of JRHP.
The UAE domiciled branches are consolidated into the Group principally based
on profit sharing agreements in place.
Interest in associate and joint ventures
Set out below are the associate and joint ventures of the Group as at 30
September 2025. The entities listed below have share capital consisting solely
of ordinary shares, held directly by the Group. The country of incorporation
is also their principal place of business, and the proportion of ownership
interest is the same as the proportion of voting rights held.
Name of entity Country of Proportion Nature of relationship Measure-ment method
incorporation and registered office address of ordinary equity held
(see below)
2025 2024
Aukett + Heese Frankfurt GmbH (C) 50% 50% Joint venture Equity
Aukett + Heese GmbH (D) 25% 25% Associate Equity
All joint venture and associate entities provide architectural and design
services. There are no contingent liabilities or commitments in relation to
the joint ventures or associates.
Country of incorporation and registered office addresses
Ref Country of Incorporation Registered office address
(A) England & Wales 10 Bonhill Street, London, EC2A 4PE, United Kingdom
(B) England & Wales Trent Industrial Estate, Duchess Street, Shaw, Oldham, England, OL2 7UT
(C) Germany Gutleutstrasse 163, 60327 Frankfurt am Main, Germany
(D) Germany Budapester Strasse 43, 10787 Berlin, Germany
17 Investment in associate
As disclosed in note 16, the Group owns 25% of Aukett + Heese GmbH which is
based in Berlin, Germany. The table below provides summarised financial
information for Aukett + Heese GmbH as it is material to the Group. The
information disclosed reflects Aukett + Heese GmbH's relevant financial
statements and not the Group's share of those amounts.
Summarised balance sheet 2025 2024
£'000 £'000
Assets
Non current assets 113 135
Current assets 6,245 6,870
Total assets 6,358 7,005
Liabilities
Current liabilities (3,575) (4,075)
Total liabilities (3,575) (4,075)
Net assets 2,783 2,930
Reconciliation to carrying amounts:
2025 2024
£'000 £'000
Opening net assets at 1 October 2,930 3,143
Profit for the period 399 588
Other comprehensive income 130 (118)
Dividends paid (676) (683)
Closing net assets 2,783 2,930
Group's share in % 25% 25%
Group's share in £'000 696 732
Carrying amount 696 732
Summarised statement of comprehensive income 2025 2024
£'000 £'000
Revenue 14,077 15,592
Sub consultant costs (3,600) (4,934)
Revenue less sub consultant costs 10,477 10,658
Operating costs (9,903) (9,810)
Profit before tax 574 848
Taxation (175) (260)
Profit for the period from continuing operations 399 588
Other comprehensive income 130 (118)
Total comprehensive income 529 470
The Group received dividends of £161,000 after deduction of German
withholding taxes (2024: £163,000) from Aukett + Heese GmbH. The principal
risks and uncertainties associated with Aukett + Heese GmbH are the same as
those detailed within the Group's Strategic Report.
18 Investments in joint ventures
Frankfurt
As disclosed in note 16, the Group owns 50% of Aukett + Heese Frankfurt GmbH
which is based in Frankfurt, Germany.
£'000
At 1 October 2023 285
Share of profits 10
Dividends paid (21)
Exchange differences (11)
At 30 September 2024 263
Share of profits 57
Dividends paid (42)
Exchange differences 12
At 30 September 2025 290
The Group received dividends of £41k after deduction of German withholding
taxes (2024: £20k) from Aukett + Heese Frankfurt GmbH. The following amounts
represent the Group's 50% share of the assets and liabilities, and revenue and
expenses of Aukett + Heese Frankfurt GmbH.
2025 2024
£'000 £'000
Assets
Non current assets 10 3
Current assets 477 323
Total assets 487 326
Liabilities
Current liabilities (197) (63)
Total liabilities (197) (63)
Net assets 290 263
2025 2024
£'000 £'000
Revenue 906 616
Sub consultant costs (338) (127)
Revenue less sub consultant costs 568 489
Operating costs (484) (475)
Profit before tax 84 14
Taxation (27) (4)
Profit after tax 57 10
The principal risks and uncertainties associated with Aukett + Heese Frankfurt
GmbH are the same as those detailed within the Group's Strategic Report.
19 Loans and other financial assets
Group
Listed investments Unlisted investments
£'000 £'000 Total
£'000
Cost or valuation
At 1 October 2023 89 - 89
Disposals (59) - (59)
Revaluations (23) - (23)
At 30 September 2024 7 - 7
Additions - - -
Disposals - - -
Revaluations (5) - (5)
At 30 September 2025 2 - 2
20 Inventories
Group 2025 2024
£'000 £'000
262 393
Goods for resale
The cost of inventories recognised as an expense within cost of sales amounted
to £nil (2024: £nil) in relation to obsolete stock.
The cost of inventories recognised as an expense during the year in respect of
continuing operations was £3,162,000 (2024: 3,931,000).
21 Trade and other receivables
Group 2025 2024
£'000 £'000
Amounts due after more than one year
Other financial assets at amortised cost 31 61
Total amounts due after more than one year 31 61
Amounts due within one year
Gross trade receivables 2,455 3,991
Impairment allowances (213) (208)
Net trade receivables 2,242 3,783
Other financial assets at amortised cost 467 402
Amounts owed by associates and joint ventures 41 -
Corporate tax receivable - -
Other current assets 832 841
Total amounts due within one year 3,582 5,026
Total 3,613 5,087
Company 2025 2024
£'000 £'000
Amounts due after more than one year
Other financial assets at amortised cost 31 61
Total amounts due after more than one year 31 61
Amounts due within one year
Trade receivables 3 3
Amounts owed by subsidiaries 438 264
Amounts owed by associate and joint ventures 41 -
Other financial assets at amortised cost 30 30
Other current assets 85 19
Total amounts due within one year 597 316
Total 628 377
The amounts owed by subsidiaries were secured in January 2013 by debentures
over all the assets of the relevant subsidiaries. These debentures rank after
the debentures securing the Coutts overdraft.
During the year, the Company made provisions totalling £122k (2024: reduced
provisions of £85k) against amounts owed by subsidiaries. The provision in
the year was primarily against amounts owed by Anders + Kern U.K. Limited
following the Group's decision to sell the company, which completed shortly
after the year end. All intercompany balances were written off as part of the
sales process.
During prior years, provisions were made against amounts owed by Aukett
Fitzroy Robinson International Limited, Aukett Swanke Architectural Design
Limited and Shankland Cox Limited. Following the Group's decision to
restructure the UAE business either freezing or allowing trade licenses in
these companies to expire, management took the decision to make a provision
against amounts owed by these companies to the Group.
Impairment allowances
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade receivables
and contract assets.
To measure the expected credit losses, trade receivables and contract assets
have been grouped based on shared credit risk characteristics and the days
past due. The contract assets relate to unbilled work in progress and project
retentions, and have substantially the same risk characteristics as the trade
receivables for the same types of contracts. The Group has therefore concluded
that the expected loss rates for trade receivables are a reasonable
approximation of the loss rates for the contract assets.
The Group engages with clients who are creditworthy, liquid developers.
Management identified that the loss allowances should be calculated and
applied separately based on geographic segments of the Group, and more
specifically to each country in which the Group has operations. Whilst the
specific terms each contract the Group engages in may be different, certain
common characteristics can be applied.
Provisions on bad and doubtful debts in UK architecture have been immaterial
in the historical period reviewed in order to establish the expected loss rate
at 30 September 2025. In the UK the Group generally builds up advances for
contract work recognised as a credit to the balance sheet which reduces the
impact of potential bad debts. Amounts due for contract work not yet billed
are generally not material. No loss allowance provision has been made for
trade receivables and contracts assets owed to Group entities operating in
these countries.
For Torpedo Factory Ltd, TFG Stage Technology Ltd, A+K and ecoDriver,
provisions on bad and doubtful debts have been immaterial in the period post
acquisition, and in the historical pre-acquisition period reviewed. Standard
payment terms for all companies are 30 days for smaller works completed. It is
usual on larger projects to agree in advance with the client at the start of
the project a monthly billing schedule which generally leads to relatively low
levels of contracts assets (and consequentially higher levels of contract
liabilities). These larger projects tend to be 30 days although certain JCT
contracts may extend to 60 day terms. Service Contracts as standard are billed
annually in advance for a 12 month period. No loss allowance provision has
been made for trade receivables and contracts assets owed to these Group
entities.
Amounts due for contract work in the Middle East segment have been material in
prior years, with contracts in the Middle East often billed in arrears.
However, the Middle East operations of the Group are currently not undertaking
new work and are not expected to trade in the future. No loss allowance has
been made as at 30 September 2025.
The total impairment allowance is up £5k compared to the prior year, but
against a lower year end closing debtor balance. Much of the balance relates
to provisions against specific historic Middle East segment debtors
Impairment allowances as a percentage of gross trade receivables has therefore
increased to 9.2% (2024: 5.2%).
A further allowance for impairment of trade receivables and contract assets is
established on a case-by-case basis amounting to £213k at 30 September 2025
and £208k at 30 September 2024 when there are indicators suggesting that the
specific debtor balance in question has experienced a significant
deterioration in credit worthiness. Known significant financial difficulties
of the client and lengthy delinquency in receipt of payments are considered
indicators that a trade receivable may be impaired. Where a trade receivable
or contract asset is considered impaired the carrying amount is reduced using
an allowance and the amount of the loss is recognised in the income statement
within other operating expenses.
The movement on impairment allowances for trade receivables was as follows:
£'000
At 1 October 2023 167
Loss allowance provision -
Charged to the income statement based on additional case by case provisions 54
Allowance utilised -
Exchange differences (13)
At 30 September 2024 208
Loss allowance provision -
Charged to the income statement based on additional case by case provisions 6
Allowance written-off -
Exchange differences (1)
At 30 September 2025 213
22 Trade and other payables
Group 2025 2024
£'000 £'000
Amounts due after more than one year
Trade payables 29 -
Amounts owed to associate and joint venture - 86
Total amounts due after more than one year 29 86
Amounts due within one year
Trade payables 2,077 2,525
Amounts owed to associate and joint venture 92 -
Other taxation and social security 929 1,269
Other payables 346 766
Accruals 609 923
Total amounts due within one year 4,053 5,483
Total 4,082 5,569
Company 2025 2024
£'000 £'000
Amounts due after more than one year
Amounts owed to associate and joint venture - 86
Total amounts due after more than one year - 86
Amounts due within one year
Trade payables 113 134
Amounts owed to subsidiaries 2,129 2,658
Amounts owed to associate and joint venture 92 -
Other taxation and social security 34 33
Other payables 17 60
Accruals 71 144
Total amounts due within one year 2,456 3,029
Total 2,456 3,115
See note 37 for further details of the amounts due to subsidiaries.
23 Borrowings
Group 2025 2024
£'000 £'000
Secured bank overdrafts 184 164
Unsecured bank loan (Lloyds) 9 25
Secured bank loan (NatWest) 190 417
Convertible loan notes 1,115 -
Total borrowings 1,498 606
Amounts due for settlement within 12 months 383 522
Current liability 383 522
Amounts due for settlement between one and two years - 84
Amounts due for settlement between two and five years 1,115 -
Non current liability 1,115 84
Total borrowings 1,498 606
Company 2025 2024
£'000 £'000
Secured bank overdrafts - 1
Convertible loan notes 1,115
Total borrowings - 1
Instalments due within 12 months - 1
Current liability - 1
Instalments due between one and two years - -
Instalments due between two and five years 1,115 -
Non current liability 1,115 -
Total borrowings 1,115 1
The Coutts overdraft £184k (2024: £142k) is secured by debentures over all
the assets of the Company and certain of its United Kingdom subsidiaries. The
overdraft carries interest at 3% above the Coutts Base rate for the relevant
currency. The remaining overdraft £nil (2024: £22k) with Lloyds Bank Plc was
a facility in place on the acquisition of a subsidiary in the prior year, this
overdraft facility was subsequently closed in January 2025.
The NatWest bank loan is a CBILS-backed loan secured by a debenture and cross
guarantee from Torpedo Factory Group Limited, Vanti Ltd (formerly Torpedo
Factory Ltd) and TFG Stage Technology Ltd. The bank loan initially drawn at
£1.75m was being repaid at £29k per month. Following the sale of the
freehold property a prepayment was made against the CBILS loan. Whilst the
term of the loan remains unchanged, monthly repayments have reduced to £19k
per month. The loan is at a fixed rate of interest of 3.66%pa.
During the year, the Group raised £1,115k from the issue of Convertible Loan
Notes which pay interest at 12%pa gross, payable quarterly at the end of each
calendar quarter. The loan notes are convertible into ordinary shares at a
price of 3p. If not converted the loan notes become repayable on 31 December
2027.
24 Analysis of net deficit
Group 2025 2024
£'000 £'000
Cash at bank and in hand 536 353
Secured bank overdrafts (note 23) (184) (164)
Net cash included in assets held for sale (note 27) 41 -
Cash and cash equivalents 393 189
Unsecured bank loan (note 23) (9) (25)
Secured bank loan (note 23) (190) (417)
Convertible loan notes (1,115) -
Net deficit (921) (253)
25 Deferred tax
Group Freehold property revaluation Tax depreciation Other
on plant and equipment Trading temporary
£'000 losses differences Total
£'000 £'000 £'000
At 1 October 2023 (172) 34 615 (13) 464
Income statement 157 9 (61) (11) 94
Revaluation reserve 15 - - - 15
Exchange differences - - - - -
At 30 September 2024 - 43 554 (24) 573
Income statement - (14) 12 2 -
Exchange differences - - - - -
At 30 September 2025 - 29 566 (22) 573
Company Tax depreciation Other
on plant and equipment Trading temporary
£'000 losses differences Total
£'000 £'000 £'000
At 1 October 2023 (1) 204 - 203
Income statement 1 151 - 152
At 30 September 2024 - 355 - 355
Income statement - 47 - 47
At 30 September 2025 - 402 - 402
Group 2025 2024
£'000 £'000
Deferred tax assets 599 596
Deferred tax liabilities (26) (23)
Net deferred tax balance 573 573
Company 2025 2024
£'000 £'000
Deferred tax assets 402 355
Deferred tax liabilities - -
Net deferred tax balance 402 355
Deferred income tax assets are recognised for tax losses carried forward to
the extent that the realisation of the related tax benefit through future
taxable profits is probable.
The Group also did not recognise deferred income tax in respect of taxable
losses carried forward against future taxable income of certain of its
subsidiaries which are incorporated in the UK but operate wholly through
permanent establishments in the Middle East and future profits are therefore
anticipated to be non-taxable.
26 Provisions
Group Supplementary call levy to mutual insurer Property lease Employee benefit
£'000 provision obligations
£'000 £'000 Total
£'000
At 1 October 2023 - 210 - 210
Charged to the income statement 264 - - 264
At 30 September 2024 264 210 - 474
Utilised (264) - - (264)
Charged to the income statement - - - -
At 30 September 2025 - 210 - 210
Amounts due within one year - - - -
Amounts due after more than one year - 210 - 210
Total at 30 September 2025 - 210 - 210
Supplementary call levy to mutual insurer
In the prior year, the Group recognised a provision of £264,000 in relation
to its obligation as a member of The Wren, a mutual insurer to the Group's UK
architecture businesses. Following a reassessment of cladding-related claims,
The Wren issued a supplementary call to recapitalise its capital position.
The provision represented the Group's best estimate of its obligation, based
on The Wren's assessment of the required recapitalisation amount. Based on
indications provide by The Wren, it was estimated that £120,000 of the
supplemental levy would become due for payment in less than one year, and the
balance of £144,000 would be due for payment in one to two years. The charge
was classified as an exceptional cost in the consolidated income statement in
the prior year.
In the current year The Wren issued invoices for the supplementary call at
which point the provision was reclassified to Trade Creditors (note 22)
Property lease provision
The provision arose from lease obligations in respect of the Company's leased
London premises.
There are uncertainties around the provision due to the fact that costs may
increase over the period to maturity and the eventual outturn will be
dependent on the level of negotiation over settlement of proposals with the
Company's landlord.
The provision payable in four years time reflects the future estimated cost of
work to be performed.
The effect of time value of money is not considered material, having been
assessed by management as a risk free rate of 10 year UK government bonds.
27 Assets and liabilities classified as held for sale
2025 2024
£'000 £'000
Non-current assets held for sale 10 -
Current assets held for sale 108 -
Liabilities held for sale (177) -
Total liabilities held for sale (59) -
Anders + Kern U.K. Limited
During the year, the board began discussions with the managing director of
Anders + Kern U.K. Limited regarding a sale of the subsidiary to the managing
director. The sale was concluded on 4 November 2025 for a nominal sum.
The following major classes of assets and liabilities relating to of Anders +
Kern U.K. Limited have been classified as held for sale in the consolidated
statement of financial position as at 30 September 2025:
2025
£'000
Property, plant and equipment 10
Inventories 27
Trade and other receivables 40
Contract assets -
Net cash 41
Assets held for sale 118
Trade and other payables (160)
Contract liabilities (17)
Liabilities held for sale (177)
Total net liabilities (59)
28 Share capital
Group and Company 2025 2024
£'000 £'000
Allocated, called up and fully paid
355,459,569 (2024: 341,072,100) ordinary shares of 1p each 3,555 3,411
Number
At 1 October 2023 275,355,938
Issue for acquisition of subsidiary 17,800,000
Share subscription 42,500,000
Issue of shares to AESOP 416,162
Warrant exercise 5,000,000
At 30 September 2024 341,072,100
Issue of shares to AESOP 387,469
Warrant exercise 14,000,000
At 30 September 2025 355,459,569
The Company's issued ordinary share capital comprises a single class of
ordinary share. Each share carries the right to one vote at general meetings
of the Company.
The objectives, policies and processes for managing capital are outlined in
the strategic report.
In October 2023, the acquisition of TR Control Solutions Limited resulted in
an increase in the share capital of 17,800,000 new ordinary shares of 1p.
In March 2024, the Group announced a share subscription raising an aggregate
up to £425,000 through the issue and allotment of a total of up to 42,500,000
new ordinary shares of 1p. £275,000 was raised by way of direct subscriptions
of 27,500,000 new ordinary shares by certain existing and institutional
investors (the "Investors"). £150,000 was raised by way of direct
subscriptions of 15,000,000 new ordinary shares by certain directors and
managers of the Group on the same terms as the Investors (the
"Subscription"). This subscription was completed in April 2024.
In aggregate the Subscription resulted in the issue and allotment of a total
of up to 42,500,000 new ordinary shares of 1 penny each in the Company (the
"Subscription Shares") at an issue price of 1 penny. Subscribers received
warrants, exercisable for 3 years, to be issued (subject to certain
conditions) on the basis of one warrant for every one Subscription Share with
an exercise price of 1 penny. The Subscription Shares were issued under the
Company's existing share authorities; the warrants required a specific
authority to be sought which was approved at the annual general meeting in
April 2024.
On 29 May 2024 the Company issued 416,162 new ordinary shares of 1p to the
trustees of the Company's All-Employee Share Option Scheme ("AESOP") to
satisfy monthly allocations under the AESOP for the month of May 2024. The new
Ordinary Shares were issued at 1.7p per share, being the midmarket closing
price on the trading day prior to the date of the purchase.
On 28 June 2024 the Company received a warrant exercise notice to subscribe
for 5,000,000 new ordinary shares of 1p and received proceeds of £50,000.
On 20 May 2025 the Company received a warrant exercise notice to subscribe for
14,000,000 new ordinary shares of 1p and received proceeds of £140,000.
On 29 June 2025 the Company issued 387,469 new ordinary shares of 1p to the
trustees of the Company's All-Employee Share Option Scheme ("AESOP") to
satisfy monthly allocations under the AESOP for the month of June 2025. The
new Ordinary Shares were issued at 1.9p per share, being the midmarket closing
price on the trading day prior to the date of the purchase.
29 Employee Share Plans and Share Options
The Company has implemented two share plans and one share option plan.
The Company has granted options over its Ordinary Shares to Group employees as
follows:
At 1 October At 30
2024 September 2025 Exercise Earliest Latest
Granted Surrendered price exercisable exercisable
Granted Number Number Number Number Pence date date
22 Dec 2023 24,591,666 - (625,000) 23,966,666 1.00 22 Dec 2026 22 Dec 2033
22 Dec 2023 1,000,000 - - 1,000,000 1.60 22 Dec 2026 22 Dec 2033
08 Apr 2024 4,125,000 - - 4,125,000 1.25p 08 Apr 2027 08 Apr 2033
Total 29,716,666 - (625,000) 29,091,666
The weighted average remaining contractual life of share options outstanding
as at 30 September 2025 was 8.3 years.
The fair value of these share options has been estimated at £34,000 (2024:
£23,000) using the Black-Scholes option pricing models model with the
following inputs:
Value 1 Value 2 Value 3
Input 22 Dec 2023 22 Dec 2023 08 Apr 2024
Share price at date of grant 0.85 pence 0.85 pence 1.25 pence
Exercise price 1.00 pence 1.60 pence 1.25 pence
Expected option life 5 years 5 years 5 years
Expected volatility 50% 50% 50%
Expected dividends Nil Nil Nil
Risk free interest rate 4.24% 4.24% 4.24%
The expected volatility was estimated based on the historical volatility over
the three years prior to grant.
All Employee Share Ownership Plan
In November 2023 the Company implemented an All Employee Share Ownership Plan
("AESOP"). The AESOP is a Share Incentive Plan which entitles all eligible
employees to invest between £10 and £150 per month in purchasing shares in
the Group from their pre-tax salary. The Group matches this contribution
pound-for-pound on the first £50 per month by purchasing matching shares for
the relevant employee as a staff retention tool. These are ordinarily forfeit
if the relevant employee leaves within 3 years.
Management Share Ownership Plan
In December 2023 the Company created a Management Share Ownership Plan
("MSOP") to recognise that the management of the Group's businesses wished to
build an ownership stake in excess of the limits the Government imposes on the
AESOP scheme. Around 40 members of the senior management of the Company and
its UK subsidiaries have made a contractual commitment to purchase the
Company's shares. The commitment is typically equivalent to either 2.5% or 5%
of their gross annual salary, and persists at least until such time as each of
them own a minimum of either 0.25% or 0.5% of the Company's issued share
capital - though they are free to acquire larger stakes if they wish. The
shares are generally purchased on the open market.
MSOP members have tended to effect purchases within their pension plans from
their Employer pension contributions, as their investments are intended to
build long term stakes in the business.
Company Share Option Plan and surrender of existing EMI options
In December 2023 the Company created a Company Share Option Plan ("CSOP").
Pursuant to the CSOP, an aggregate 25,591,666 options were granted to members
of the senior management team of the company and UK subsidiaries who made
commitments under the MSOP. The CSOP options are exercisable at 1.0p, being
the nominal value of each share and a 17.6% premium to the closing mid-market
price on 22 December 2023 (save for 1,000,000 CSOP replacement options granted
to Antony Barkwith, Director, as detailed below). A further 4,125,000 options
were granted to additional joiners of the MSOP scheme in April 2024 with an
exercise at 1.25p, being the closing mid-market price on the day prior to the
date of grant.
Additionally, the Company agreed with option holders in the Company's
pre-existing EMI option scheme for the surrender of their options, comprising
in aggregate 10.4m EMI options. The replacement options are included within
the CSOP grants detailed above.
A total of 8.4m CSOP options were granted at an exercise price of 1.0p per
share to Freddie Jenner (Group COO) and Jason Brameld (Group CTO, a non-board
PDMR) to replace 8.4m EMI options that were issued on the purchase of Torpedo
Factory Group Limited ("TFG"). The EMI options surrendered had an exercise
price of 1.0p.
Antony Barkwith (Group Finance Director) surrendered 1,000,000 EMI options
with an exercise price of 1.6p which were replaced with 1,000,000 CSOP options
with an exercise price of 1.6p. He also surrendered 1,000,000 EMI options with
an exercise price of 3.6p which were not replaced.
Nick Clark, Freddie Jenner, Jason Brameld and Antony Barkwith also each
received CSOP options in their capacity as parties who made the MSOP
commitment.
CSOP Options granted to Directors/PDMRs were as follows:
Name Number of
Exercise Price Notes
CSOP options
Nick Clark 2,000,000
1.0p
Freddie Jenner 4,700,000
1.0p
Of which 3.7m replace EMI
Jason Brameld (PDMR) 5,700,000 1.0p
Of which 4.7m replace EMI
Antony Barkwith 1,000,000
1.0p
1,000,000 1.6p
Replacing EMI
During the year 625,000 options lapsed due to option holders whose employment
in the Group ceased.
All CSOP options vest between the third and tenth anniversary of grant. The
total 29,091,666 CSOP options now outstanding represent 8.18% of the shares
currently in issue. There are no EMI options outstanding and the company's EMI
scheme has subsequently been closed.
Further details of transactions with related parties can be found in note 37.
30 Cash generated from operations
Group 2025 2024
£'000 £'000
Loss before tax (65) (1,801)
Share based payment value of employee services 34 23
Finance income (16) (13)
Finance costs 302 461
Share of results of associate and joint ventures (157) (156)
Intangible amortisation 82 62
Intangible impairment - -
Depreciation 109 134
Goodwill impairment - 260
Amortisation of right-of-use assets 502 499
Profit on disposal of property, plant & equipment (424) (3)
Loss on revaluation of freehold property - 585
Decrease/(increase) in trade and other receivables 1,907 (1,981)
Decrease/(increase) in inventories 104 (21)
(Decrease)/increase in trade and other payables (2,034) 1,776
Change in provisions (264) 264
Unrealised foreign exchange differences - -
Net cash generated from operations 80 89
Company 2025 2024
£'000 £'000
Loss before income tax (383) (1,136)
Share based payment value of employee services 34 23
Dividends receivable (202) (183)
Finance costs 26 8
Depreciation - 1
Provision on investments 5 521
Increase in trade and other receivables (281) (142)
(Decrease)/increase in trade and other payables (614) 428
Unrealised foreign exchange differences - -
Net cash expended by operations (1,415) (480)
Changes in liabilities arising from financing activities including changes
arising from cash flows and non-cash changes
Group Non- current loans and borrowings Current loans and borrowings Total
£'000 £'000 £'000
At 1 October 2023 2,392 2,542 4,934
Cash flows
- Repayment of borrowings (232) (1,900) (2,132)
- Payment of interest - (238) (238)
- Receipt of bank overdraft - - -
- Payment of lease liabilities - (514) (514)
Non-cash flows
- Amounts recognised on business combinations 31 15 46
- Lease liability additions - 79 79
- Effects of foreign exchange - - -
- Loans and borrowings classified as non-current at 30 September 2024 (843) 843 -
- Interest accrued in period - 238 238
At 30 September 2024 1,348 1,065 2,413
Cash flows
- Repayment of borrowings - (223) (223)
- Payment of interest - (203) (203)
- Receipt of convertible loan notes 1,115 - 1,115
- Payment of lease liabilities - (263) (263)
Non-cash flows
- Lease liability additions - 210 210
- Effects of foreign exchange - - -
- Loans and borrowings classified as non-current at 30 September 2025 189 (189) -
- Interest accrued in period - 203 203
At 30 September 2025 2,652 600 3,252
Company Non- current loans and borrowings Current loans and borrowings Total
£'000 £'000 £'000
At 1 October 2023 - 167 167
Cash flows
- Repayment of borrowings - (167) (167)
- Payment of interest - (8) (8)
Non-cash flows
- Interest accrued in period - 8 8
At 30 September 2024 - - -
Cash flows
- Receipt of convertible loan notes 1,115 - 1,115
- Payment of interest - (21) (21)
Non-cash flows
- Interest accrued in period - 21 21
At 30 September 2025 1,115 - 1,115
31 Financial instruments
Risk management
The Company and the Group hold financial instruments principally to finance
their operations or as a direct consequence of their business activities. The
principal risks considered to arise from financial instruments are foreign
currency risk and interest rate risk (market risks), counterparty risk (credit
risk) and liquidity risk. Neither the Company nor the Group trade in financial
instruments.
Categories of financial assets and liabilities
Group 2025 2024
£'000 £'000
Net trade receivables 2,242 3,783
Contract assets 1,246 1,750
Amounts owed by associates and joint ventures 41 -
Other financial assets at amortised cost 498 463
Accrued income - -
Inventories 262 393
Cash at bank and in hand 536 353
Loans and receivables measured at amortised cost 4,825 6,742
Trade payables (2,106) (2,525)
Amount owed to associate and joint ventures (92) (86)
Other payables (346) (766)
Accruals (609) (923)
Lease liabilities (1,754) (1,807)
Convertible loan notes (1,115) -
Secured and unsecured bank loans and overdrafts (383) (606)
Financial liabilities measured at amortised cost (6,405) (6,713)
Net financial instruments (1,580) 29
Company 2025 2024
£'000 £'000
Net trade receivables 3 3
Amounts owed by subsidiaries 438 264
Amounts owed by associates and joint ventures 41 -
Accrued income - -
Other financial assets at amortised cost 61 91
Cash at bank and in hand 8 -
Loans and receivables measured at amortised cost 551 358
Trade payables (113) (134)
Amounts owed to subsidiaries (2,129) (2,658)
Amount owed to associate and joint ventures (92) (86)
Other payables (17) (60)
Accruals (71) (144)
Secured bank overdrafts - (1)
Convertible loan notes (1,115) -
Financial liabilities measured at amortised cost (3,537) (3,083)
Net financial instruments (2,986) (2,725)
The Directors consider that there were no material differences between the
carrying values and the fair values of all the Company's and all the Group's
financial assets and financial liabilities at each year end based on the
expected future cash flows.
Collateral
As disclosed in note 23 the Coutts bank overdraft £184k (2024: £142k) is
secured by a debenture over all the present and future assets of the Company
and certain of its United Kingdom subsidiaries. The carrying amount of the
financial assets covered by this debenture were:
2025 2024
£'000 £'000
Group 2,961 2,670
Company 404 216
Other receivables in the consolidated statement of financial position include
a £217k rent security deposit (2024: £251k) in respect of the Group's London
studio premises. The rent deposit redeems a cash sum of £279k at the end of
the term of the lease in Jun 2030.
32 Foreign currency risk
The Group's operations seek to contract with customers and suppliers in their
own functional currencies to minimise exposure to foreign currency risk,
however, for commercial reasons contracts are occasionally entered into in
foreign currencies.
Where contracts are denominated in other currencies the Group usually seeks to
minimise net foreign currency exposure from recognised project related assets
and liabilities by using foreign currency denominated overdrafts.
The Group does not hedge future revenues from contracts denominated in other
currencies due to the rights of clients to suspend or cancel projects. The
Board has taken a decision not to hedge the net assets of the Group's overseas
operations.
Financial instruments which are denominated in a currency other than the
functional currency of the entity by which they are held are as follows:
Group 2025 2024
£'000 £'000
EU Euro (6) (105)
US Dollar 223 117
Net financial instruments held in foreign currencies 217 12
Company 2025 2024
£'000 £'000
EU Euro 1 (85)
US Dollar 6 -
Net financial instruments held in foreign currencies 7 (85)
A 10% weakening of UK Sterling against all currencies at 30 September would
have increased / (decreased) equity by the amounts shown below. This analysis
is applied currency by currency in isolation (i.e. ignoring the impact of
currency correlation and assumes that all other variables, in particular
interest rates, remain consistent). A 10% strengthening of UK Sterling against
all currencies would have an equal but opposite effect.
2025 2024
Profit Equity Profit Equity
£'000 £'000 £'000 £'000
Group 22 (61) 1 (61)
Company 1 - (8) -
The following foreign exchange gains / (losses) arising from financial assets
and financial liabilities have been recognised in the income statement:
2025 2024
£'000 £'000
Group 53 (55)
Company (5) (33)
33 Counterparty risk
Group
No collateral is held in respect of any financial assets and therefore the
maximum exposure to credit risk at the date of the statement of financial
position is the carrying value of financial assets shown in note 31.
Counterparty risk is only considered significant in
relation to trade receivables, amounts due from customers for contract work,
other receivables and cash and cash equivalents.
The ageing of trade receivables against which an IFRS 9 impairment loss
allowance has been made, as the directors consider their recovery is probable,
was:
Receivables loss Receivables post-allowance
pre-allowance allowance 2025
2025 £'000 £'000
£'000
Not overdue 1,763 - 1,763
Between 0 and 30 days overdue 347 - 347
Between 30 and 60 days overdue 88 - 88
Greater than 60 days overdue 84 - 84
Total 2,282 - 2,282
Receivables loss Receivables post-allowance
pre-allowance allowance 2024
2024 £'000 £'000
£'000
Not overdue 1,755 - 1,755
Between 0 and 30 days overdue 1,150 - 1,150
Between 30 and 60 days overdue 805 - 805
Greater than 60 days overdue 73 - 73
Total 3,783 - 3,783
The processes undertaken when considering whether a trade receivable may be
impaired are set out in notes 2 and 21.
All amounts overdue have been individually considered for any indications of
impairment and specific provision for impairment made where considered
appropriate. All of the trade receivables specifically considered to be
impaired were greater than 90 days overdue.
An additional expected loss allowance provision has then been applied to the
residual trade receivables as detailed in note 21.
The concentration of counterparty risk within the £3,488k (2024: £5,533k) of
trade receivables and amounts due from customers for contract work is
illustrated in the table below showing the three largest exposures to
individual clients at 30 September.
2025 2024
£'000 £'000
Largest exposure 350 516
Second largest exposure 247 449
Third largest exposure 231 433
The Group's principal banker is Coutts & Co, a member of NatWest Group.
At 30 September 2025 the largest exposure to a single financial institution of
the Group's cash and cash equivalents held by various Group entities was
represented by £208k (£392k cash less £184k overdrafts) held with Coutts
& Co (2024: the largest exposure to a single financial institution
represented by £183k held with Santander).
Company
The Company only has £3k trade receivables (2024: £3k) and no amounts due
from customers for contract work.
The amounts owed by United Kingdom subsidiaries were secured in January 2013
by debentures over all the assets of the relevant subsidiaries. These
debentures rank after the debentures securing the bank overdraft. Prior to
this all amounts owed by United Kingdom subsidiaries and by associate and
joint ventures were unsecured. The amounts owed by associate and joint
ventures remain unsecured.
All of the Company's cash and cash equivalents are held by Coutts & Co.
The Company is exposed to counterparty risk though the guarantees set out in
note 36.
34 Interest rate risk
Group 2025 2024
£'000 £'000
Rent deposit 278 278
Secured bank loan (Lloyds) (9) (25)
Secured bank loan (NatWest) (190) (417)
Secured bank overdrafts (184) (164)
Interest bearing financial instruments (105) (328)
Company 2025 2024
£'000 £'000
Secured bank overdrafts - (1)
Interest bearing financial instruments - (1)
The property rent deposit earns variable rates of interest based on short-term
interbank lending rates.
Cash and cash equivalents are generally held in instant access current
accounts and in practice currently not interest bearing, and therefore have
not been included in interest bearing financial instruments disclosures.
The Coutts bank overdraft carries interest at 3%pa above the Coutts Base rate
for the relevant currency. The NatWest bank loan carries interest at a fixed
rate of interest at 3.66%pa.
A 1% rise in interest rates would have the following impact on profit,
assuming that all other variables, in particular the interest bearing balance,
remain constant. A 1% fall in interest rates would have an equal but opposite
effect.
2025 2024
£'000 £'000
Group 1 1
Company - -
35 Liquidity risk
The Group's cash balances are held at call or in deposits with very short
maturity terms.
At 30 September 2025 the Group had £850,000 (2024: £850,000) of gross
borrowing facility and £150,000 net borrowing facility (2024: £250,000)
under its United Kingdom bank overdraft facility with Coutts & Co. In
October 2025 Coutts & Co renewed the overdraft facility reducing the net
overdraft facility to £100,000; the facility reduced further to £50,000 on
31 December 2025, and is scheduled to reduce to £nil on 31 March 2026.
The maturity analysis of financial liabilities, including expected future
charges through the Income Statement is as shown below.
Group Borrowings Lease liabilities Other financial liabilities Total
£'000
£'000
Timing of cashflows £'000 £'000
Within one year 532 581 4,214 5,327
Between one and two years 84 575 86 745
Between two and five years - 753 - 753
Greater than five years - - - -
616 1,909 4,300 6,825
Expected future charges through the income statement (10) (102) - (112)
Financial liabilities at 30 September 2024 606 1,807 4,300 6,713
Timing of cashflows
Within one year 520 325 2,778 3,623
Between one and two years 134 507 29 670
Between two and five years 1,171 1,161 - 2,332
Greater than five years - - - -
1,825 1,993 2,807 6,625
Expected future charges through the income statement (327) (239) - (566)
Financial liabilities at 30 September 2025 1,498 1,754 2,807 6,059
Lease liabilities includes the land and buildings office lease and motor
vehicles (see note 15).
Company Borrowings Other financial liabilities Total
£'000
Timing of cashflows £'000 £'000
Within one year 1 2,996 2,997
Between one and two years - 86 86
Between two and five years - - -
1 3,082 3,083
Expected future charges through the income statement - - -
Financial liabilities at 30 September 2024 1 3,082 3,083
Borrowings Other financial liabilities Total
£'000
Timing of cashflows £'000 £'000
Within one year 134 2,422 2,556
Between one and two years 134 - 134
Between two and five years 1,171 - 1,171
1,439 2,422 3,861
Expected future charges through the income statement (324) - (324)
Financial liabilities at 30 September 2025 1,115 2,422 3,537
36 Guarantees, contingent liabilities and other commitments
A cross guarantee and offset agreement is in place between the Company and
certain of its United Kingdom subsidiaries in respect of the United Kingdom
bank overdraft facility. Details of the UK bank loan are disclosed in note 23.
At 30 September 2025 the overdrafts of its United Kingdom subsidiaries
guaranteed by the Company totalled £184,000 (2024: £151,000).
The Company and certain of its United Kingdom subsidiaries are members of a
group for Value Added Tax (VAT) purposes. At 30 September 2025 the net VAT
payable balance of those subsidiaries was £494,000 (2024: £388,000).
At the year end, one of the Group's Middle East subsidiaries had outstanding
letters of guarantee totalling £72,000 (2024: £62,000). These guarantees are
secured by matching cash on deposit. The cash on deposit was included within
trade and other receivables, but a full provision was made on this amount in
prior years to offset any risk against recovering this amount.
In common with other firms providing professional services, the Group is
subject to the risk of claims of professional negligence from clients. The
Group maintains professional indemnity insurance in respect of these risks but
is exposed to the cost of excess deductibles on any successful claims. The
directors assess each claim and make accruals for excess deductibles where, on
the basis of professional advice received, it is considered that a liability
is probable.
For Aukett Swanke Limited, this insurance cover is provided by The Wren, which
is an industry body formed to provide such insurance, and of which Aukett
Swanke Limited is a member. The Wren is a mutual organisation owned and
funded by its members and accordingly, Aukett Swanke Limited can be subject to
cash calls alongside other members in the event that The Wren's reserves fall
to a level where its capital ratios are below the level required by its
regulator.
Torpedo Factory Group Limited has provided an unlimited cross guarantee and
debenture to National Westminster Bank plc, for liabilities arising in Torpedo
Factory Limited and TFG Stage Technology Limited. The contingent liability at
30 September 2025 was £Nil (2024: £Nil).
37 Related party transactions
Key management personnel compensation
The key management personnel of the Group comprises the Directors of the
Company together with those individuals that hold group wide roles.
Group 2025 2024
£'000 £'000
Short term employee benefits 746 792
Post employment benefits 69 80
Total 815 872
The key management personnel of the Company comprises its Directors.
Company 2025 2024
£'000 £'000
Short term employee benefits 599 647
Post employment benefits 52 63
Total 651 710
Transactions and balances with associate and joint ventures
The Group makes management charges to Aukett + Heese Frankfurt GmbH. The
amount charged during the year in respect of these services amounted to
£46,000 (2024: £46,000). Dividends of £41,000 (2024: £20,000) were
declared by Aukett + Heese Frankfurt GmbH during the year. The amount owed to
the Group by Aukett + Heese Frankfurt GmbH at the balance sheet date was
£41,000 (2024: £nil), with the dividend received in October 2025.
The Group makes management charges to Aukett + Heese GmbH. The amount charged
by the Group during the year in respect of these services amounted to £85,000
(2024: £85,000). Dividends of £161,000 (2024: £163,000) were received from
Aukett + Heese GmbH during the year. The Group received a loan from Aukett +
Heese GmbH amounting to £nil (2024: £nil). The amount owed by the Group to
Aukett + Heese GmbH at 30 September 2025 was £92,000 (2024: £86,000).
As disclosed in note 16, the Group owns 50% of Aukett + Heese Frankfurt GmbH
and 25% of Aukett + Heese GmbH. The remaining 50% of Aukett + Heese Frankfurt
GmbH and 75% of Aukett + Heese GmbH are owned by Lutz Heese, a former director
of the Company.
None of the balances with the associate or joint ventures are secured.
Transactions and balances with subsidiaries
The names of the Company's subsidiaries are set out in note 16.
The Company made management charges to its subsidiaries for management
services of £826,000 (2024: £618,000) and paid charges to its subsidiaries
for office accommodation and other related services of £129,000 (2024:
£96,000).
At 30 September 2025 the Company was owed £438,000 (2024: £264,000) by its
subsidiaries and owed £2,129,000 (2024: £2,658,000) to its subsidiaries.
These balances arose through various past transactions including working
capital advances, treasury management and management charges. The amounts owed
at the year-end are non-interest bearing and repayable on demand.
Under IFRS 9, the Company has recorded no allowance for expected credit
losses, as all subsidiaries owing funds to the Company are in a position to
repay the amounts owed in line with the payment terms stipulated by the
Company.
The amounts owed by United Kingdom Architecture subsidiaries were secured in
January 2013 by debentures over all the assets of the relevant subsidiaries.
These debentures rank after the debentures securing the bank loan and
overdraft. Prior to this all amounts owed by subsidiaries were unsecured.
38 Post balance sheet events
London Premises Lease
On 18 December 2025 the Group signed a deed of surrender relating to the lease
on the London premises, and entered into a new 5 year lease effective
backdated to 24 June 2025.
As the effective date of the lease termination and date of the new lease
commencement are before 30 September 2025, these have been accounted for as
adjusting post balance sheet events.
The Group has accounted for the surrender of the old lease as a disposal at
the carrying value as at the 24 June 2025 and the recognition of the new lease
using a revised discount rate on 24 June 2025. The effect of this is shown in
note 15.
Acquisition of Work.Place.Create
On 31 December 2025, The Group acquired interior design firm Work.Place.Create
Limited ("WPC").
The financial effects of this transaction have not been recognised at 30
September 2025. The operating results and assets and liabilities of the
acquired company will be consolidated from 31 December 2025.
Fair value of consideration paid
The entire share capital of WPC has been acquired for the net asset value at
completion. A payment on account of £50,000 has been made with the balance
due once completion accounts have been agreed.
Further payments may be made as follows:
- In respect of the calendar year ending 31 December 2026 a payment
equal to a quarter of relevant revenues for that year, capped at £125,000
provided the WPC business generates £500,000 of total revenue.
- In respect of the calendar year ending 31 December 2027 a payment
capped at £25,000 provided the WPC business generates £750,000 of total
revenue.
These additional payments would be made following receipt of funds, making the
acquisition cashflow positive.
Acquisition of 3DEO and launch of MapBI
On 12 November 2025, The Group acquired certain assets of Belfast-based 3DEO
(NI) Limited ("3DEO"). The acquisition has been effected by a previously
dormant wholly owned Built Cybernetics subsidiary, which has been renamed
MapBI Ltd ("MapBI").
Fair value of consideration paid
The business and certain assets, being principally the Active Maps software,
have been acquired from the liquidator of 3DEO (NI) Limited. Total
consideration to achieve the purchase is £100,000 in cash, of which £75,000
has been paid, with a further payment of £25,000 due in six months.
The financial effects of this transaction have not been recognised at 30
September 2025. The operating results and assets and liabilities of the
acquired company will be consolidated from 12 November 2025.
At the date of authorisation of these financial statements a detailed
assessment of the fair value of the identifiable net assets has not been
completed.
Disposal of Anders + Kern U.K. Limited
In November 2025, The Group completed the disposal of A+K to A+K's Managing
Director, for a nominal sum.
The assets and liabilities of A+K classified as held for sale as at 30
September 2025 are disclosed in note 27.
39 Corporate information
General corporate information regarding the Company is shown on page 2. The
addresses of the Group's principal operations are shown on page 116. A
description of the Group's operations and principal activities is given within
the Strategic Report.
Shareholder information
Listing information
The shares of Built Cybernetics plc are quoted on the Alternative Investment
Market (AIM) of the London Stock Exchange.
Tradable Instrument Display Mnemonic (TIDM): BUC (formerly AUK)
Stock Exchange Daily Official List (SEDOL) code: 0061795
International Securities Identification Number (ISIN): GB0000617950
Share price
The Company's share price is available from the website of the London Stock
Exchange (www.londonstockexchange.com).
Registrars
Enquiries relating to matters such as loss of a share certificate, dividend
payments or notification of a change of address should be directed to Equiniti
who are the Company's Registrars at Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA. Telephone: +44 (0) 371 384 2177 (lines are open 9.00am to
5.00pm, Monday to Friday excluding public holidays in England and Wales). The
website is www.equiniti.com (http://www.equiniti.com) .
Equiniti also provides a website which enables shareholders to view up to date
information about their shareholding in the Company at www.shareview.co.uk.
Investor relations
In accordance with AIM Rule 26 regarding company information disclosure,
various investor orientated information is available on our web site at
www.builtcybernetics.com.
The Company Secretary can be contacted by email at cosec@builtcybernetics.com.
Donate your shares
The Company supports ShareGift, the charity share donation scheme administered
by The Orr Mackintosh Foundation (registered charity number 1052686).
Through ShareGift, shareholders who have only a very small number of shares
which might be considered uneconomic to sell are able to donate them to
charity. Donated shares are aggregated and sold by ShareGift, the proceeds
being passed onto a wide range of UK charities.
Donating shares to charity gives rise neither to a gain or loss for UK capital
gains tax purposes and UK taxpayers may also be able to claim income tax
relief on such gifts of shares.
Further details about ShareGift can be obtained from ShareGift, 6th Floor, 2
London Wall Place, London, EC2Y 5AU - 020 7930 3737 - www.sharegift.org
(http://www.sharegift.org) .
Group Companies
10 Bonhill Street MapBI Ltd
London, EC2A 4PE Mistral House
United Kingdom Silverlink Business Park
T: +44 (0) 20 7843 3000 Newcastle upon Tyne
NE28 9NX
W: www.aukettswanke.com W: www.mapbi.com
E: london@aukettswanke.com E: support@mapbi.com
T: +44 (0) 20 7843 3199
W: www.veretec.co.uk
E: london@veretec.co.uk
Aukett + Heese GmbH Vanti Ltd
Budapester Strasse 43 44 Upper Gough St
10787 Berlin Birmingham
B1 1JL
Germany
T: +44 (0)121 285 7222
T: +49 (0) 30 230994 0
W: www.vanti.co.uk
E: mail@aukett-heese.de
E: hello@vanti.co.uk
Aukett + Heese Frankfurt GmbH Vanti Ltd
Gutleutstrasse 163 Trent Industrial Estate
Duchess Street
60327 Frankfurt am Main
Greater Manchester
OL2 7UT
Germany
United Kingdom
T: +49 (0) 69 2475277 0
T: +44 (0) 1706 849 469
E: mail@aukett-heese-frankfurt.de
W: www.vanti.co.uk
E: hello@vanti.co.uk
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