REG - Built Cybernetics - Interim Results for six months ended 31 March 2025
26/06/2025 07:00
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RNS Number : 4447O Built Cybernetics PLC 26 June 2025
26 June 2025
Built Cybernetics plc (formerly Aukett Swanke Group Plc)
("Built Cybernetics", the "Company", or, together with its subsidiaries, the
"Group")
Interim results
For the six months ended 31 March 2025
Built Cybernetics (AIM: BUC), the Smart Buildings group, is pleased to
announce its interim results for the six months ended 31 March 2025.
Highlights
· Revenue from continuing operations increased 12% to £10.6
million (2024: £9.5 million)
· Trading loss for the period reduced to £0.1 million (2024: £0.8
million)
· Post tax loss of £0.1 million (2024: £1.3 million)
· Smart Buildings revenues up 30% to £6.0m on organic growth,
aided by cross selling from architecture
· Smart Core deployed at a 0.9 million sq ft City site taking total
deployment past 2 million sq feet of commercial floorspace across 14 countries
· Veretec shows good top line growth
· Improved performance of our German investments
· Name change to demonstrate increasing scale of PropTech
activities
Post period
· Stronger second half underway in both the Smart Buildings and
Architecture divisions
· £140,000 raised from warrant exercise by main board
directors/PDMR
Commenting, Chief Executive Nick Clark said,
"Our first half trading was substantially better than in the equivalent period
last year, and that progress is continuing into the second half with
significant positive contributions for the year as a whole expected from both
the Smart Buildings and Architecture divisions."
For further information, please contact:
Investor Enquiries https://builtcybernetics.com/link/Ve9oNP
We encourage all investors to share questions
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Built Cybernetics plc
+44 (0) 20 7843 3001
Clive Carver, Chairman
Nick Clark, Chief Executive
Canaccord Genuity Limited, Nominated Adviser and
broker
+44 (0) 20 7523 8000 Stuart Andrews, Elizabeth Halley-Scott
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.
An electronic version of the Interim Report is available on the Group's
website www.builtcybernetics.com (http://www.builtcybernetics.com) .
Chairman's Statement
Introduction
We are pleased to present these interim results covering the six months ended
31 March 2025.
The Group's performance in the period covered by these interim results was
significantly better than the corresponding period ended on 31 March 2024,
with turnover 12% ahead at £10.6 million and a much reduced loss before tax
of £0.1 million compared to a loss before tax of £1.5 million in the
corresponding period.
Key to the improved performance was the continuing progress at our Smart
Buildings businesses, where turnover grew 30% to £6.0 million representing
57% of total turnover compared to 49% in the corresponding period.
Our continued transition to Smart Buildings
Our journey to become a leading provider of Smart Buildings services began in
2023 with the acquisition of Torpedo Factory Group. Acquisitions of Anders +
Kern and ecoDriver followed but it was the acquisition of the Vanti assets in
2024 that has provided the impetus to expand our Smart Buildings activities.
The integration of these acquisitions has been completed and we are again
looking to expand to accelerate our growth. The ever-increasing costs
associated with being a Group with a London Stock Exchange quotation means we
cannot sensibly stay as we are.
Outlook
Our intention is that our Smart Buildings activities, and in particular
revenues associated with our Smart Core software, will come to form the
dominant part of the Group's revenue and profits.
Clive Carver
Non-executive chairman
25 June 2025
Chief Executive's report
Introduction
The six months under review was a period of change - not least that we
rebranded during the period, from Aukett Swanke Group Plc to Built Cybernetics
plc, to better reflect the Group's focus on its Smart Buildings strategy.
The much-reduced overall loss reflects both our Smart Buildings and
Architecture divisions trading profitably before central costs, although the
Aukett Swanke business continued to suffer from commencement delays in
projects that had been won. As noted below that situation is now much
improved.
Actions taken over the past 12 months to address the cost base have started to
work through to our published results. Inevitably, it has taken a while to
adjust, but by the end of the period under review the benefits are clear, in
that we are now a leaner business focused on profitable growth.
The Group's performance has in recent years been skewed towards the second
half of the financial year and we expect that pattern to continue this year
with stronger performance in both our Smart Buildings and Architecture
divisions.
Overview
Six months to Six months to 31 March 2024 Year to
31 March 2025 30 September 2024
£'000 £'000 £'000
Revenue
Smart Buildings 6,007 4,631 10,152
Architecture 4,564 4,822 9,564
Total 10,571 9,453 19,716
Operating profit/(loss) before central costs
Smart Buildings 267 (948) (540)
Architecture 229 172 454
Total 496 (776) (86)
Smart Buildings
Our Smart Buildings business is increasingly based around our suite of
proprietary software products, including Smart Core, and a range of supporting
activities. Additionally, our ecoDriver business provides energy management
services and our master systems integration business links different building
systems together and delivers immersive audio visual and staging experiences.
In total 69 staff worked in our Smart Buildings division at the period end.
The Smart Buildings division reported revenue 30% higher at £6.0 million and
profit before central costs of £267,000.
Vanti
In the period under review Vanti revenue grew by 40% to £4.0 million, helped
by a full contribution from the Vanti assets acquired in March 2024, and TFG
Stage Technology revenue was at £1.6 million up 54% on the corresponding
period.
At the start of the period under review Torpedo Factory Ltd rebranded to Vanti
and completed the relocation from Acton to Birmingham, following the sale of
our freehold property to reduce debt and improve operating efficiencies.
Project highlights during the period include:
· Informa's Dubai office - a landmark smart building installation.
· A significant commercial development in the City of London.
· For TFG Stage Technology, the successful delivery of technical
systems for the newly rebuilt Sainsbury Wing at The National Gallery.
Vanti has continued to strengthen its commercial model through the development
and deployment of Smart Core, our proprietary building operating system.
This IP-led platform approach complements our core systems integration
services.
This strategic shift towards platform-based delivery enhances client value
by enabling greater automation and building intelligence. It also
supports margin expansion through recurring revenue streams such as
software licences, and service and support contracts.
Following the period end, Vanti has been in discussions with two prospective
clients and is confident of securing significant contracts for system
integration work with Smart Core licences, bringing both one off and recurring
revenue streams, both with clients known to the Architecture businesses.
Additionally, Vanti has internally launched "The AI-Powered Integrator", a
transformation programme aimed at driving operational efficiency and embedding
artificial intelligence into daily operations to accelerate innovation and
productivity.
ecoDriver
ecoDriver delivered marked progress with 30% revenue growth compared with the
prior period, and an approximately unchanged loss. It was aided by a maturing
sales pipeline and several NHS contract wins delivered at short notice in
March 2025. It continues to build recurring revenue streams and strategic
partnerships have begun to convert into secured opportunities, demonstrating
the effectiveness of a channel-led approach.
On the technology front, the launch of EDDIE its retrieval-augmented
generative AI chatbot has been well received. It links to users' specific
building energy data and local weather conditions, and its advice allows the
team to serve more customers than would otherwise be the case. Significant
upgrades to the EDDIE platform since the period end have enhanced system
intelligence, responsiveness, and user contextualisation - strengthening the
value proposition.
The development of a new management portal has also improved customer control
and operational efficiency. These advancements collectively position ecoDriver
for sustainable, scalable growth for the rest of this financial year and
beyond.
Architecture
Our architecture division comprises Veretec, an executive architecture
business, and Aukett Swanke, a full service design business. Additionally,
we hold equity investments in, and receive dividends from, two German
architects where we report our share of their profits and the management
recharges received, rather than including their revenue and associated costs
in our reported results.
In total an average of 89 full time equivalent ("FTE") technical staff worked
in our UK Architecture division, supported by 11 FTE administrative staff
during the period. However, with recruitment progressing following significant
increase in workload, we expect FTE technical staff to exceed 100 for the
final quarter of the year to September 2025.
Our UK Architecture businesses reported combined turnover 4.5% lower at £4.56
million with profit before central costs at £75k. This masks differing
performances within the two businesses.
Veretec
Veretec our executive architecture brand continues to grow both its revenue
and profit before central costs, delivering a 15.7% growth in revenue to
£3.42 million.
In the period under review it delivered the 41 Lothbury project, creating
additional office accommodation whilst refurbishing the existing Grade II*
listed former bank in the heart of the City.
Additional significant projects secured in the period include the delivery of
a 36-home redevelopment of a one-hectare site on Hampstead's well-known and
exclusive The Bishops Avenue.
Veretec's specialist offering is in great demand which is powering its
continued growth. They were thrilled to be placed in the AJ100 in their own
right - this is the Architects' Journal's list of the largest architecture
practices in the UK. Veretec have been ranked at number 73, and are bigger now
than the end December position on which the ranking was assessed, so look set
to climb further next year.
Aukett Swanke
Aukett Swanke struggled in the period under review, with revenues falling by
37.4% to £1.14 million, principally as the result of extended delays in
confirmed projects starting.
With a small number of potentially large projects, the performance of Aukett
Swanke is vulnerable if the timing of these projects create gaps in workflow.
Delays to the start dates for confirmed projects continued to be a problem
during the period under review. However, I am pleased to report that during
the second half this has been resolved, with a sizeable new build hotel
project in MidTown London receiving funding after a two year gap, a major
interiors project for a landmark City building getting the go-ahead following
delays from a change in management, and a new project with an immediate start
arriving with minimal forward visibility. This has transformed Aukett Swanke's
order book and prospects, with the strong forward momentum set to continue
into the new financial year.
Aukett Swanke is also a valuable bridge to the decision makers for new smart
buildings projects and has already introduced several valuable opportunities
for Vanti.
German investments
In the period under review our German architecture investments traded
profitably contributing £154,000 before management charges compared to a
£14,000 loss in the corresponding period.
Dividends received in the period of £83,000 are 23% lower than in the
corresponding period due to the timing of the Frankfurt annual dividend, which
was received in the first half of the year last year. Management recharges
received in the period of £64,000 were £2,000 lower than the corresponding
period due to foreign exchange movements.
Group costs
Group costs fell by 12.4% to £0.6 million largely as the result of lower
professional fees. While our bank debt is low, the continued repayment of the
remaining facilities across the period to summer 2026 creates a drain on cash,
and our project-based turnover means there can be relatively large swings in
our cash position intra-month. Vanti draws on a trade finance facility, and
has access to significant additional short term lending facilities, but these
are drawn relatively sparingly as they are an expensive form of debt.
Continued growth
As noted in the chairman's statement, with the costs associated in maintaining
a public quote for the Group's shares there is no point staying as we are.
We need to continue to grow.
While much of this growth can come from the development of our existing Smart
Buildings activities, and in particular the development of the Smart Core
software, we plan to make further acquisitions to build out our Smart
Buildings presence. As the largest shareholder I am acutely conscious of the
need to avoid dilution by issuing shares at unattractive prices, but we do see
opportunities for earnings-enhancing acquisitions.
To that end the Board considered a number of potential acquisitions during the
period under review but for various reasons none progressed to agreed heads of
terms.
Outlook
We expect second half trading in both our divisions to be stronger than both
the first half of this year and the second half of last year leading to a much
better full year performance than last year.
We expect notable contract wins in both divisions, which in addition to their
financial benefits are expected to highlight the Group's capabilities and aid
further organic growth.
We continue to review a number of prospective acquisitions, to develop Smart
Core, and to increase the rate of deployment of Smart Core and ecoDriver.
Nick Clark
Chief Executive
25 June 2025
Consolidated income statement
For the six months ended 31 March 2025
Note Unaudited Unaudited Audited
six months six months year to
to 31 March to 31 March 30 September
2025 2024 2024
£'000 £'000 £'000
Continuing Operations
Revenue 3 10,571 9,453 19,716
Sub consultant costs (183) (47) (265)
Revenue less sub consultant costs 10,388 9,406 19,451
Cost of sales (3,113) (2,525) (5,198)
Gross profit 7,275 6,881 14,253
Personnel related costs (5,705) (5,863) (11,520)
Property related costs (867) (789) (1,599)
Other operating expenses (828) (911) (1,645)
Distribution costs (125) (132) (233)
Other operating income 4 132 166 500
Operating loss (118) (648) (244)
Finance income 5 3 13
Finance costs (106) (163) (461)
Loss after finance costs (219) (808) (692)
Share of results of associate and joint ventures 77 (1) 156
Trading loss from continuing operations (142) (809) (536)
Acquisition costs - (27) (41)
Revaluation of freehold property 10 - (585) (585)
Loss on disposal of subsidiary - (83) (88)
Goodwill impairment - - (260)
Supplementary call levy to mutual insurer - - (264)
Loss before tax from continuing operations 3 (142) (1,504) (1,774)
Tax credit 39 195 94
Loss from continuing operations (103) (1,309) (1,680)
Loss from discontinued operations 5 - (8) (27)
Loss for the period (103) (1,317) (1,707)
Loss attributable to:
Owners of Built Cybernetics plc (103) (1,317) (1,707)
Non-controlling interests - - -
Loss for the period (103) (1,317) (1,707)
Earnings per share for loss from continuing operations attributable to the
ordinary equity holders of the Company:
Basic earnings per share (0.03p) (0.45p) (0.53p)
Diluted earnings per share (0.03p) (0.44p) (0.49p)
Earnings per share for loss attributable to the ordinary equity holders of the
Company:
Basic earnings per share (0.03p) (0.45p) (0.54p)
Diluted earnings per share (0.03p) (0.44p) (0.50p)
Consolidated statement of comprehensive income
For the six months ended 31 March 2025
Unaudited Unaudited Audited
six months six months year to
to 31 March to 31 March 30 September
2025 2024 2024
£'000 £'000 £'000
Loss for the period (103) (1,317) (1,707)
Other comprehensive income:
Revaluation of freehold property - (60) (60)
Deferred tax movement on revaluation - 15 15
Currency translation differences of foreign operations (16) (2) (4)
Other comprehensive loss for the period (16) (47) (49)
Total comprehensive loss for the period (119) (1,364) (1,756)
Total comprehensive loss is attributable to:
Owners of Built Cybernetics plc (119) (1,364) (1,756)
Non-controlling interests - - -
Total comprehensive loss for the period (119) (1,364) (1,756)
Total comprehensive loss attributable to the owners of Built Cybernetics plc
arises from:
Continuing operations (119) (1,356) (1,729)
Discontinued operations - (8) (27)
(119) (1,364) (1,756)
Consolidated statement of financial position
At 31 March 2025
Note Unaudited Unaudited Audited
at 31 at 31 at 30
March March September
2025 2024 2024
£'000 £'000 £'000
Non current assets
Goodwill 1,814 2,084 1,814
Other intangible assets 729 390 573
Property, plant and equipment 154 239 176
Right-of-use assets 1,465 1,894 1,713
Investment in associate and joint ventures 992 949 995
Loans and other financial assets 7 68 7
Trade and other receivables 31 100 61
Deferred tax 596 699 596
Total non current assets 5,788 6,423 5,935
Current assets
Trade and other receivables 4,108 3,874 5,026
Inventories 369 471 393
Contract assets 1,668 756 1,750
Cash at bank and in hand 9 231 279 353
6,376 5,380 7,522
Assets in disposal groups classified as held for sale 10 - 2,435 -
Total current assets 6,376 7,815 7,522
Total assets 12,164 14,238 13,457
Current liabilities
Trade and other payables (4,870) (4,651) (5,483)
Contract liabilities (2,161) (2,284) (2,585)
Borrowings 8, 9 (720) (1,949) (522)
Lease liabilities (547) (495) (528)
Provisions (120) - (120)
(8,418) (9,379) (9,238)
Liabilities directly associated with assets in disposal groups classified as - - -
held for sale
Total current liabilities (8,418) (9,379) (9,238)
Non current liabilities
Trade and other payables (86) (87) (86)
Borrowings 8, 9 (9) (483) (84)
Lease liabilities (985) (1,499) (1,279)
Deferred tax (21) (25) (23)
Provisions (354) (210) (354)
Total non current liabilities (1,455) (2,304) (1,826)
Total liabilities (9,873) (11,683) (11,064)
Net assets 2,291 2,555 2,393
Capital and reserves
Share capital 11 3,411 3,207 3,411
Merger reserve 2,979 2,976 2,979
Foreign currency translation reserve (551) (533) (535)
Retained earnings (5,042) (4,589) (4,956)
Other distributable reserve 1,494 1,494 1,494
Total equity attributable to 2,291 2,555 2,393
equity holders of the Company
Consolidated statement of cash flows
For the six months ended 31 March 2025
Note Unaudited Unaudited Audited
six months six months year to
to 31 March to 31 March 30 September
2025 2024 2024
£'000 £'000 £'000
Cash flows from operating activities
Cash generated from operations 7 275 221 89
Net cash inflow from operating activities 275 221 89
Cash flows from investing activities
Purchase of property, plant and equipment (45) (62) (169)
Sale of property, plant and equipment - - 2,453
Payment of software development costs (192) - (221)
Sale of loans and other financial assets - - 59
Net cash paid on acquisition of subsidiaries - (52) (51)
Sale of subsidiaries 31 (50) (52)
Dividends received 83 108 192
Net cash (paid)/received from investing activities (123) (56) 2,211
Net cash inflow before financing activities 152 165 2,300
Cash flows from financing activities
Issue of shares - 275 482
Principal paid on lease liabilities (276) (248) (514)
Interest paid on lease liabilities (28) (33) (68)
Lease liability additions - - 79
Proceeds/(repayment) of borrowings 118 (290) (2,167)
Interest received 5 - 13
Interest paid (106) (106) (370)
Net cash outflow from financing activities (287) (402) (2,545)
Net change in cash and cash equivalents (135) (237) (245)
Cash and cash equivalents at start of period 189 430 430
Currency translation differences 8 (28) 4
Cash and cash equivalents at end of period 9 62 165 189
Cash and cash equivalents are comprised of:
Cash at bank and in hand 231 279 353
Net cash included in assets held for sale - - -
Secured bank overdrafts (169) (114) (164)
Cash and cash equivalents at end of year 62 165 189
Consolidated statement of changes in equity
For the six months ended 31 March 2025
Share capital Foreign Retained Other Merger reserve Revaluation reserve Total
currency earnings distributable equity
translation reserve
£'000 reserve £'000 £'000
£'000 £'000 £'000 £'000
At 1 October 2024 3,411 (535) (4,956) 1,494 2,979 - 2,393
Loss for the period - - (103) - - - (103)
Other comprehensive income - (16) - - - - (16)
Total comprehensive loss - (16) (103) - - - (119)
Share based payment value of employee services - - 17 - - - 17
At 31 March 2025 3,411 (551) (5,042) 1,494 2,979 - 2,291
For the six months ended 31 March 2024
Share capital Foreign Retained Other Merger reserve Revaluation reserve Total
currency earnings distributable equity
translation reserve
£'000 reserve £'000 £'000
£'000 £'000 £'000 £'000
At 1 October 2023 2,754 (531) (3,272) 1,494 2,883 45 3,373
Loss for the period - - (1,317) - - - (1,317)
Other comprehensive income - (2) - - - (45) (47)
Total comprehensive loss - (2) (1,317) - - (45) (1,364)
Issue of ordinary shares in relation to business combination 178 - - - 93 - 271
Share subscription 275 - - - - - 275
At 31 March 2024 3,207 (533) (4,589) 1,494 2,976 - 2,555
Consolidated statement of changes in equity - continued
For the year ended 30 September 2024
Share capital Foreign Retained Other Merger reserve Revaluation reserve Total
currency earnings distributable equity
translation reserve
£'000 reserve £'000 £'000
£'000 £'000 £'000 £'000
At 1 October 2023 2,754 (531) (3,272) 1,494 2,883 45 3,373
Loss for the period - - (1,707) - - - (1,707)
Other comprehensive income - (4) - - - (45) (49)
Total comprehensive loss - (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
Notes to the Interim Report
1 Basis of preparation
The financial information presented in this Interim Report has been prepared
in accordance with the recognition and measurement principles of international
accounting standards in conformity with the requirements of the Companies Act
2006 that are expected to be applicable to the financial statements for the
year ending 30 September 2025 and on the basis of the accounting policies
expected to be used in those financial statements.
2 New accounting standards, amendments and interpretations
applied
A number of new or amended standards and interpretations to existing standards
became applicable for the current reporting period. The Group did not have to
change its accounting policies or make retrospective adjustments as a result
of adopting these standards.
3 Operating segments
The Group's reportable operating segments have previously been based on the
geographical areas in which its studios are located (together with a Group
costs segment), 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 now further divides its business by types of service, with reporting
segments expanded as professional design service regions, TFG, A+K and
ecoDriver.
The Group's professional service design regions consist of the United Kingdom,
the Middle East and Continental Europe. Continental Europe includes the
Group's investments in its joint venture and associate in Germany and in the
prior period the subsidiary in Turkey (sold in December 2023).
The Middle East segment has been re-presented as a discontinued operation.
Segment revenue Unaudited six months to 31 March 2025 Unaudited six months to 31 March 2024 Audited year to 30 September 2024
£'000 £'000 £'000
United Kingdom Architecture 4,564 4,780 9,525
Torpedo Factory Group 5,466 3,834 8,592
Anders + Kern 261 581 1,083
ecoDriver 280 216 477
Continental Europe - 42 39
Revenue from continuing operations 10,571 9,453 19,716
Discontinued operations - - -
Revenue 10,571 9,453 19,716
Segment revenue less sub consultant costs Unaudited six months to 31 March 2025 Unaudited six months to 31 March 2024 Audited year to 30 September 2024
£'000 £'000 £'000
United Kingdom Architecture 4,381 4,733 9,260
Torpedo Factory Group 5,466 3,834 8,592
Anders + Kern 261 581 1,083
ecoDriver 280 216 477
Continental Europe - 42 39
Revenue less sub consultant costs from continuing operations 10,388 9,406 19,451
Discontinued operations - - -
Revenue less sub consultant costs 10,388 9,406 19,451
Segment result before tax Unaudited six months to 31 March 2025 Unaudited six months to 31 March 2024 Audited year to 30 September 2024
£'000 £'000 £'000
United Kingdom Architecture (E) (195) (39) (20)
Continental Europe (A) 77 (80) 73
Torpedo Factory Group (B D) 244 (905) (625)
Anders + Kern (79) (154) (215)
ecoDriver (68) (62) (48)
Group costs (C) (121) (264) (679)
Goodwill impairment - - (260)
Loss before tax from continuing operations (142) (1,504) (1,774)
Loss from discontinued operations - (8) (27)
Total loss before tax (142) (1,512) (1,801)
Segment result before tax Unaudited six months to 31 March 2025 Unaudited six months to 31 March 2024 Audited year to 30 September 2024
(before reallocation of group management charges) £'000 £'000 £'000
United Kingdom Architecture (E) 75 186 250
Continental Europe (A) 154 (14) 204
Torpedo Factory Group (B D) 362 (779) (373)
Anders + Kern (54) (128) (162)
ecoDriver (41) (41) (5)
Group costs (C) ( ) (638) (728) (1,428)
Goodwill impairment - - (260)
Loss before tax from continuing operations (142) (1,504) (1,774)
Loss from discontinued operations - (8) (27)
Total loss before tax (142) (1,512) (1,801)
Segment result before tax (before reallocation of group management charges) -
Continued
(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.
4 Other operating income
Continuing operations Unaudited Unaudited Audited
six months six months year to
to 31 March to 31 March 30 September
2025 2024 2024
£'000 £'000 £'000
Property rental income 50 79 139
Management charges to associate and joint ventures 64 66 131
Government grant - - 128
Other sundry income 18 21 102
Total other operating income 132 166 500
5 Discontinued operations
5 (a) Description
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 upfront and a further AED 750,000
deferred consideration paid over a 5 year period. This marked the sale of the
main trading operations in the Group's Middle East segment. With closure costs
incurred in the period relating to the planned termination of a number of
trading licenses in the Middle East operations, the Middle East segment is
presented as a discontinued operation in the current and comparative period.
5 (b) Financial performance and cash flow information
Result of discontinued operations
Unaudited Unaudited Audited
six months six months year to
to 31 March to 31 March 30 September
2025 2024 2024
£'000 £'000 £'000
Revenue - - -
Sub consultant costs - - -
Revenue less sub consultant costs - - -
Expenses - (8) (27)
Loss before tax - (8) (27)
Tax charge - - -
Loss from discontinued operations - (8) (27)
Exchange differences on translation of discontinued operation - - -
Other comprehensive loss - (8) (27)
Earnings per share from discontinued operations
Unaudited Unaudited Audited
six months six months year to
to 31 March to 31 March 30 September
2025 2024 2024
£'000 £'000 £'000
Basic and diluted loss per share (0.00p) (0.00)p (0.01)p
Statement of cash flows
The statement of cash flows includes the following amounts relating to
discontinued operations:
Unaudited Unaudited Audited
six months six months year to
to 31 March to 31 March 30 September
2025 2024 2024
£'000 £'000 £'000
Net cash inflow from operating activities - - -
Net cash inflow from investing activities - - -
Foreign exchange movements - - -
Net cash inflow from discontinued operations - - -
6 Earnings per share
The calculations of basic and diluted earnings per share are based on the
following data:
Earnings Unaudited Unaudited Audited
six months six months year to
to 31 March to 31 March 30 September
2025 2024 2024
£'000 £'000 £'000
Continuing operations (103) (1,309) (1,680)
Discontinued operations - (8) (27)
(Loss) for the period (103) (1,317) (1,707)
Number of shares Unaudited Unaudited Audited
six months six months year to
to 31 March to 31 March 30 September
2025 2024 2024
'000 '000 '000
Weighted average number of shares 341,072 293,253 315,833
Adjustments for calculation of diluted earnings per share:
- Effect of dilutive warrants 37,377 - 19,356
- Effect of dilutive options 10,000 - 6,399
Diluted weighted average number of shares 388,449 293,253 341,588
The Company has granted options over 29,716,666 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.
In prior year the Company issued 42,500,000 warrants exercisable for 3 years
at a price of 1 penny per share. As 5,000,000 were exercised during the prior
year the effect of dilutive warrants includes the effect of the remaining
37,500,000 warrants that were un-exercised at 31 March 2025.
7 Reconciliation of profit before tax to net cash from
operations
Unaudited Unaudited Audited
six months six months year to
to 31 March to 31 March 30 September
2025 2024 2024
£'000 £'000 £'000
Loss before tax (142) (1,512) (1,801)
Share based payment value of employee services 17 - 23
Finance income (5) (3) (13)
Finance costs 106 163 461
Share of results of associate and joint ventures (77) 1 (156)
Intangible amortisation 37 17 62
Depreciation 66 61 134
Goodwill impairment - - 260
Amortisation of right-of-use assets 250 240 499
Loss on revaluation of freehold property - 585 585
Loss on disposal of property, plant & equipment - - (3)
Decrease in trade and other receivables 1,036 124 (1,981)
Decrease/(increase) in inventories 24 (99) (21)
(Decrease)/increase in trade and other payables (1,037) 644 1,776
Change in provisions - - 264
Net cash generated from operations 275 221 89
8 Borrowings
Unaudited at 31 March Unaudited at 31 March Audited at
2025 2024 30 September
£'000 £'000 2024
£'000
Secured bank overdrafts (169) (114) (164)
Unsecured bank loan (Lloyds) (17) (31) (25)
Mortgage - (1,399) -
Secured bank loan (NatWest) (303) (846) (417)
Secured bank loan (Coutts) - (42) -
Other loans (240) - -
Total borrowings (729) (2,432) (606)
Amounts due for settlement within 12 months (720) (1,949) (522)
Current liability (720) (1,949) (522)
Amounts due for settlement between one and two years (9) (364) (84)
Amounts due for settlement between two and five years - (119) -
Non current liability (9) (483) (84)
Total borrowings (729) (2,432) (606)
The Coutts overdraft is secured by debentures over all the assets of the
Company and certain of its United Kingdom subsidiaries. The overdraft carry
interest at 3% above the Coutts Base rate for the relevant currency.
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 in the prior year 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.
The mortgage was fully repaid in prior year on completion of the sale of The
Old Torpedo Factory freehold property in September 2024.
9 Analysis of net deficit
Unaudited at 31 March Unaudited at 31 March Audited at
2025 2024 30 September
£'000 £'000 2024
£'000
Cash at bank and in hand 231 279 353
Cash held within assets classified as held for sale - - -
Secured bank overdrafts (169) (114) (164)
Cash and cash equivalents 62 165 189
Mortgage - (1,399) -
Secured bank loans (303) (888) (417)
Unsecured bank loans (17) (31) (25)
Other loans (240) - -
Net debt (498) (2,153) (253)
10 Assets and liabilities classified as held for sale
Unaudited at 31 March Unaudited at 31 March Audited at
2025 2024 30 September
£'000 £'000 2024
£'000
Non-current assets held for sale (i) - 2,435 -
Total assets held for sale - 2,435 -
(i) Freehold Property
During the prior year, the board decided to market the freehold property of
The Old Torpedo Factory in west London as the property was larger than was
needed for the Group following the disposal of the Live Events business.
Commercial property agents were instructed in October 2023, the property
having been valued in July 2023 by a third-party firm of surveyors at £3.08m.
The freehold property sale was completed in September 2024 at a price of
£2.50m (plus VAT). Allowing selling costs of £65k, the fair value of the
freehold property was adjusted to £2,435k in the comparative period at 31
March 2024.
11 Share capital
Unaudited at 31 March Unaudited at 31 March Audited at
2025 2024 30 September
£'000 £'000 2024
£'000
Allocated, called up and fully paid 341,072,100 3,411 3,207 3,411
(31-Mar-2024: 320,655,938 & 30-Sep-2024: 341,072,100)
ordinary shares of 1p each
Number
At 1 October 2023 275,355,938
Issue for acquisition of subsidiary 17,800,000
Share subscription 27,500,000
At 31 March 2024 320,655,938
issue of shares to AESOP 416,162
Warrant exercise 5,000,000
Share subscription 15,000,000
At 30 September 2024 and 31 March 2025 341,072,100
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.
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.
12 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
2023 September 2024 and 31 March 2025 Exercise Earliest Latest
Granted Surrendered price exercisable exercisable
Granted Number Number Number Number Pence date date
24 Aug 2020 1,000,000 - (1,000,000) - 3.60 24 Aug 2022 24 Aug 2026
29 Jun 2021 1,000,000 - (1,000,000) - 1.60 29 Jun 2023 29 Jun 2027
20 Mar 2023 8,400,000 - (8,400,000) - 1.00 20 Mar 2025 20 Mar 2029
22 Dec 2023 - 24,591,666 - 24,591,666 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 1.25 08 Apr 2027 08 Apr 2033
Total 10,400,000 29,716,666 (10,400,000) 29,716,666
The weighted average remaining contractual life of share options outstanding
as at 31 March 2025 was 8.7 years.
The fair value of these share options has been estimated at £40,000 (Sep-24:
£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 Option 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"). The Company recognised 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. Therefore, 34 members of the senior management of
the Company and UK subsidiaries were invited to commit to purchasing shares.
32 of the 34 agreed and made a contractual commitment to spend an amount
typically equivalent to either 2.5% or 5% of their gross annual salary on the
purchase of Company shares, 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 made 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
All CSOP options vest between the third and tenth anniversary of grant. The
total 29,716,666 CSOP options now outstanding represent 8.71% of the shares
currently in issue. There are no EMI options outstanding and the company's EMI
scheme will be closed.
13 Post balance sheet events
On 20 May 2025 the Company announced that five directors/PDMRs had exercised
14m warrants and that the Company had received proceeds of £140,000. The
warrants had been allotted to them in return for participation in the 2023
fundraise to support the Vanti acquisition.
14 Status of Interim Report
The Interim Report covers the six months ended 31 March 2025 and was approved
by the Board of Directors on 25 June 2025. The Interim Report is unaudited.
The interim condensed set of consolidated financial statements in the Interim
Report are not statutory accounts as defined by Section 434 of the Companies
Act 2006.
Comparative figures for the year ended 30 September 2024 have been extracted
from the statutory accounts of the Group for that period.
The statutory accounts for the year ended 30 September 2024 have been reported
on by the Group's auditors and delivered to the Registrar of Companies. The
audit report thereon was unqualified, did not include references to matters to
which the auditors drew attention by way of emphasis without qualifying the
report, and did not contain a statement under Section 498 of the Companies Act
2006.
15 Further information
An electronic version of the Interim Report is available on the Group's
website (www. builtcybernetics.com).
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