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REG - Kinovo PLC - Interim Results

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RNS Number : 5894N  Kinovo PLC  26 November 2024

26 November 2024

 

 

("Kinovo" or the "Group")

 

Interim Results

Organic growth strategy delivering and driving profitability; full year
outlook moderately upgraded

 

Kinovo plc (AIM:KINO), the specialist property services group that delivers
compliance and sustainability solutions, announces its unaudited Interim
Results for the six months ended 30 September 2024 (the "Period").

 

Financial highlights (Continuing Operations):

 ·             Revenue reduced by 3% to £29.6 million (H1 2024: £30.3 million), due to a
               significant deferral to H2 of a contract with Hackney
 ·             Significant uplift in profitability driven by a favourable mix of works and
               operational efficiencies
               o                                       Gross profit up 8% from £8.4 million to £9.1 million
               o                                       Gross margin increased by 3.0ppt to 30.7% (H1 2024: 27.7%)
               o                                       Adjusted EBITDA up 10% to £3.2 million (H1 2024: £2.9 million)
               o                                       Operating profit increased by 10% to £3.0 million (H1 2024: £2.7 million)
 ·             Basic earnings per share increased 7% to 3.31p (H1 2024: 3.08p)
 ·             Cash conversion of 106% during the period (H1 2024: 92%)
 ·             Net debt of £0.9 million (H1 2024, net cash: £1.0million)

 

 

Operating Highlights:

 ·             Three-year visible revenues increased to £175.2 million (H1 2024: £157.0
               million) an increase of 12% year on year and an increase of £12.6 million
               (8%) since the year end

               o  99% of the three year visible revenues are recurring(10)
 ·             Numerous successful placements on major frameworks and subsequent direct
               awards provide a strong pipeline of further opportunities
 ·             Higher margin electrical services drove the Group's service performance,
               accounting for 63% of total revenues (H1 2024: 47%)
 ·             Regulatory revenue works represent 57% of the Group's total revenues (H1 2024:
               61%), continuing to be underpinned by legislation requirements for our clients
 ·             Regeneration attributable revenues increased to 33% of the Group's total
               revenues (H1 2023: 26%) with a higher proportion of remedial works in the
               Period
 ·             Renewables down to £2.77 million in the Period from £3.87 million due
               primarily to previously announced exit from a private sector client but with
               an uplift in decarbonisation workstreams expected in H2
 ·             Further strategic investment in our teams, including the Business Development
               and Renewables teams, to accelerate organic growth momentum with Group
               headcount increasing 5% since the year end

 

 

Discontinued operations, DCB (Kent) Limited ("DCB"):

 ·             All nine projects have been essentially concluded with eight having completed
               or achieved practical completion
 ·             As previously announced, a financial settlement of £2.2 million was agreed in
               the Period on the penultimate project, with £860,000 already paid in the
               Period and the associated performance bond released with remaining settlement
               to be paid monthly over the remaining 15 months
 ·             The final project has recently been signed off by Building Control and is
               subject only to additional final client requested variations, which have been
               agreed and contracted separately to the original agreement
 ·             By FY25 year-end only two projects expected to have the customary defects
               period outstanding

               o  Total expected net pre-tax costs to complete all the projects remain
               unchanged at £12.9 million, before recoveries

               o  Minimal cash outflow from discontinued operations expected in H2 (H1 cash
               outflow - £3.2 million).
 ·             Legal processes in progress to recover costs, with successful adjudication
               rulings of £360,000 achieved to date

 

 

Outlook:

 ·             The macro drivers relating to Compliance and Decarbonisation continue to offer
               potential for the sector
 ·             Ongoing execution of strategic initiatives under the three key pillars of
               Regulation, Regeneration and Renewables continues to strengthen our position
               as a "one stop shop" and create opportunities for all service divisions

               o  Following further contract progress and with the previously deferred
               planned works now also coming onstream, revenues are expected to increase in
               the second half of the year, as part of the Group's traditional heavier second
               half weighting
 ·             The Board is confident that the momentum achieved in H1 will continue for the
               remainder of the financial year

               o  Whilst revenue outturn will partially depend on resultant mix of works,
               the Group's trading for the full year is now expected to be moderately ahead
               of the Board's previous expectations

               o  The Group is also well positioned to continue its year-on-year positive
               trajectory, mitigating the impact of the Chancellor's National Insurance and
               National Living Wage uplifts for the following year

 

 

                                                           Unaudited 6 months to  Unaudited 6 months to  Audited 12 months to

                                                           30 September 2024      30 September 2023      31 March

                                                           £ˊ000                  £ˊ000                  2024

                                                                                                         £ˊ000
 Continuing operations

 Income statement
 Revenue                                                   29,573                 30,337                 64,137
 Gross profit                                              9,073                  8,399                  18,886
 Gross margin                                              30.7%                  27.7%                  29.4%
 EBITDA(1) (excluding effect of lease payments)            3,560                  3,199                  7,331
 Adjusted EBITDA(2) (including effect of lease payments)   3,197                  2,911                  6,715
 Operating profit                                          3,012                  2,745                  6,380
 Underlying operating profit(3)                            3,067                  2,800                  6,483
 Underlying profit before taxation(4)                      2,886                  2,633                  6,143
 Profit after taxation                                     2,086                  1,918                  5,128
 Basic earnings per share(5)                               3.31                   3.08                   8.20
 Adjusted earnings per share(6)                            3.40                   3.17                   8.36

 Cash flow
 Net cash generated from operating activities              2,390                  2,959                  7,809
 Adjusted net cash generated from operating activities(7)  3,398                  2,686                  5,885
 Adjusted operating cash conversion(8) (%)                 106%                   92%                    88%

 Financial position
 Cash and cash equivalents (including overdraft)           (857)                  1,157                  489
 Term and other loans                                      (57)                   (114)                  (86)
 Net (debt)/cash(9)                                        (914)                  1,043                  403
 Net assets/(liabilities)                                  1,197                  1,055                  (1,081)

 Discontinued operations (see note 11)
 Loss on disposal                                          -                      (343)                  (5,737)
 Net cash absorbed by operating activities                 (3,221)                (2,601)                (7,427)

 

 

1. Earnings before interest, taxation, depreciation and amortisation
("EBITDA") and excluding non-underlying items, as set out in the financial
review.

2. To align with internal reporting, Adjusted EBITDA is stated after the
effect of a charge for lease payments, as set out in the financial review.

3. Underlying operating profit is stated before charging non-underlying items
as set out in note 4.

4. Underlying profit before taxation is stated after finance costs and before
charging non-underlying items as set out in the financial review.

5. Basic earnings per share is the profit after tax divided by the weighted
average number of ordinary shares.

6. Adjusted earnings per share is the profit before deducting non-underlying
items after tax divided by the weighted average number of ordinary shares.

7. Net cash generated from operating activities before tax and after lease
payments in the period ended 30 September 2024. It is also adjusted to reflect
the payment of deferred HMRC payments to normal terms. Further analysis is set
out in the financial review.

8. Adjusted net cash generated from operating activities divided by Adjusted
EBITDA, as set out in the financial review.

9. Net cash/(debt) includes term and other loans, and cash net of overdraft,
and excludes lease obligations.

10. Revenues arising from term contracts currently secured or anticipated to
be renewed with an initial period spanning more than twelve months.

 

 

 

 

David Bullen, Chief Executive Officer of Kinovo, commented:

"I am pleased to report a robust performance for Kinovo during the first half,
underpinned by strong profitability growth and the continued execution of our
strategy across the three key pillars of Regulation, Regeneration, and
Renewables. Despite a modest overall decline in revenues, due to previously
announced deferred contract agreements which have now been signed and are
underway, we have continued to increase underlying revenues, deliver improved
margins and grow our three year visible revenue pipeline to £175.2 million,
reflecting the strength of our business model and our ability to capitalise on
market opportunities.

 

With the DCB legacy projects now essentially behind us, we are fully focused
on advancing our core operations and strategic priorities. The second half has
started positively, and we are seeing strong momentum across our service
pillars. Supported by a clear growth strategy and a motivated team, I am
confident that Kinovo is well-positioned to continue building on this progress
and delivering long-term success."

 

 

 

Enquiries

 

 Kinovo plc
 Sangita Shah, Chair                                             +44 (0)20 7796 4133

 David Bullen, Chief Executive Officer                           (via Hudson Sandler)

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

 Andrew Potts

 Harry Rees

 Hudson Sandler (Financial PR)                                   +44 (0)20 7796 4133
 Dan de Belder

 Harry Griffiths

 Will Reynish

 

 

This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310.  Upon the
publication of this announcement, this inside information is now considered to
be in the public domain.

 

 

Chair's statement

 

I am pleased to report a positive first half for Kinovo, underpinned by good
progress across our three key strategic pillars of Regulation, Regeneration,
and Renewables. While overall revenue decreased slightly, our profitability
improved, driven by a favourable mix of works and enhanced operational
efficiency. Gross profit increased by 8% to £9.1 million, gross margins rose
to 30.7% and Adjusted EBITDA grew by 10% to £3.2 million, reflecting the
strength of the team's strategic execution and operational focus.

 

Our three-year visible revenue pipeline continues to grow, now at £175.2
million, a 12% year-on-year increase, boosted by significant framework wins
and new direct awards. Regulation and Regeneration continue to generate strong
momentum, representing 57% and 33% of Group revenue respectively. The
Renewables pillar was impacted in the Period by a planned strategic exit from
a private client, but we expect this to recover in the second half as key
decarbonisation projects come into effect, creating new avenues for growth.

 

 

Discontinued Operations

 

The conclusion of all nine DCB legacy projects will be a major milestone for
the Group. I wish to put on record my congratulations and gratitude to the
team for their determination and skill in resolving this and bringing an end
to this chapter in the Company's history.

 

The release of the £0.9 million performance bond, relating to the penultimate
project that was concluded with a financial settlement, as announced earlier
in the year, signals another step towards the successful completion of our
obligations, with the release of the final remaining performance bond of £0.5
million due when the additional works are completed on the final project.

 

The final DCB project was completed on time and within forecasted costs,
subject to additional external works commissioned by the client and paid
separately with no effect on the overall cost to complete.

 

With the projects now essentially finalised, the Group is free to concentrate
fully on its strategic priorities and driving operational growth.

 

Outlook

 

Looking ahead, I am optimistic about Kinovo's growth potential in the second
half of FY2025 and beyond. Whilst revenue outturn will partially depend on
resultant mix of works, the Group's trading for the full year is now expected
to be moderately ahead of the Board's previous expectations, supported by
increasing demand driven by compliance requirements, decarbonisation
initiatives, and strong pipeline visibility.

 

Our investments in talent and capabilities ensure that we are well-prepared to
and deliver on upcoming opportunities. As we mobilise projects across our
three pillars, we are focused on sustainable growth and enhancing the value we
provide to our stakeholders.

 

Sangita Shah

Non-Executive Chair

 

26 November 2024

 

 

Chief Executive Officer's review

Overview & Financial performance

 

I am pleased to report on a strong first half performance with continued
strengthening of our gross margins and profitability.

 

Revenues reduced by 3% in the Period due to a significant deferral to H2 of a
contract with Hackney.

 

We continue to drive growth within the business, focusing on our three core
strategic pillars of Regulation, Regeneration and Renewables. This is
underpinned by regulatory drivers and investments in our teams to drive
capabilities.

 

We were pleased to deliver strong growth in profitability in the Period,
driven by a favourable mix of higher-margin works and operational
efficiencies. Gross profit increased by 8% to £9.1 million (H1 2024: £8.4
million), resulting in an improved gross margin of 30.7% (H1 2024:  27.7%).
Adjusted EBITDA grew by 10% to £3.2 million (H1 2024: £2.9 million), while
Adjusted profit before tax increased by 10% to £2.9 million (H1 2024: £2.6
million).

 

The Group ended the Period with a net debt position of £0.9 million,
indicative of our continued investment in growth and working capital
management as we navigated the completion of the DCB projects, coupled with a
robust adjusted cash conversion rate of 106% (H1 2024: 92%). These results
demonstrate the strength of Kinovo's strategic execution of its growth
strategy and provide a solid foundation for the second half and beyond.

 

Operational Review

 

Our strategic focus on Regulation, Regeneration and Renewables continues to
yield encouraging results, underpinned by ongoing investment in our
operational capabilities and people. While contract mobilisation delays
impacted revenue, as previously announced, our ability to secure framework
wins and direct awards demonstrates the strength of our offering and positions
us well to continue driving growth.

 

Within our three operational pillars, Regulation continued to dominate,
contributing strongly to Group performance and 57% of total revenues (H1 2024:
61%). Regeneration contributed 33% of total revenues, up from 26% in H1 2024,
driven by a higher proportion of remedial works during the Period, with
Renewables revenues represent the 10% balance (H1 2024: 13%), reflecting the
previously announced exit from a private sector client. However, we anticipate
a strong rebound in the Renewables pillar in the second half, with an uplift
in decarbonisation workstreams already underway.

 

Key growth drivers during the Period included significant placements on
frameworks and direct awards, providing a robust pipeline of opportunities.
Notable achievements include:

·      A place on the Eastern Procurement Heating Installation,
Servicing and Maintenance Framework, with a potential aggregate value of £75
million over four years across Kinovo and six other contractors.

·      Another Eastern Procurement framework award for door entry,
security and emergency lighting with a potential aggregate value of £5
million over four years between Kinovo and another contractor

·      A direct award from Richmond Housing Partnership for build,
electrical, and disrepair work, valued at £800,000 per annum over two years.

·      A tender win for the London Borough of Newham, encompassing
electrical testing and remedial works worth £80,000 over one year with the
potential to extend for up to nine years.

·      A new contract award from the London Borough of Hackney, valued
at up to £12 million over 18 months, under the National Housing Maintenance
Forum's Net Zero Carbon Framework Lot 5A.

·      Post-period end, a further contract win from the London Borough
of Hackney for responsive repair works, upgraded from our previous
announcement, valued at £1.5 million over two years with the potential for a
one-year extension.

 

We also continue to grow our three-year visible revenues, now at £175.2
million, having increased by 12% year-on-year and 8% since the year end, with
99% of this comprising recurring revenues(10). This reinforces our ability to
deliver sustainable growth across all three strategic pillars.

 

To support this momentum, we have expanded our teams including Business
Development and Renewables teams, with total Group headcount increasing by 5%
since the year end. This investment enhances our capabilities and ensures we
remain well-positioned to capture future opportunities.

 

The combination of strategic framework wins, operational excellence, and a
strong visible revenue pipeline underscores our confidence in Kinovo's ability
to deliver long-term growth while continuing to capitalise on the
macroeconomic and legislative drivers that shape our industry.

 

 

ESG & Social Value

 

Sustainability and delivering social value are integral to the Group's
corporate purpose. During the Period, we advanced our commitment to
decarbonisation and community-focused initiatives, reflecting our dedication
to creating lasting positive impacts.

 

Our Renewables pillar continues to play a central role in our environmental
efforts, with significant contributions from decarbonisation projects under
the Social Housing Decarbonisation Fund (SHDF). The aforementioned projects,
such as the London Borough of Hackney contract, include Net Zero Carbon works
like the installation of triple-glazed windows, energy-efficient boilers, and
renewable energy upgrades. These initiatives not only improve energy
efficiency for over 300 properties but also align with broader environmental
goals to reduce carbon emissions.

 

Investing in our people and creating local employment opportunities is crucial
to our social value strategy. Over the first half we have increased headcount
by 5%, including key hires in our Renewables and Business Development teams,
supporting career growth and strengthening our ability to deliver essential
services. By focusing on community-driven projects including responsive
repairs and remediation works, we continue to improve living standards for
local residents while driving social value through skills development and
employment creation.

 

We continue to foster a culture of responsibility and inclusion, reflected in
our expanding partnerships with local authorities and housing providers.
Through these collaborations, we address critical housing needs and enable
better living conditions for underserved communities. The strategic alignment
of our ESG initiatives ensures that Kinovo is well-positioned to deliver
long-term sustainable outcomes for clients, communities, and stakeholders.

 

 

Discontinued Operations

 

The Group has essentially completed all nine legacy projects relating to its
former construction subsidiary DCB and, with only two customary defect periods
expected to remain outstanding by FY25 year end, continues to close in on
concluding its financial liabilities under parent company guarantees. This
will mark a significant milestone for Kinovo.

 

The final project was completed on time and within the previously announced
cost forecasts. The client for the final project has also contracted Kinovo to
undertake additional external works, which are classified as contract
variations and will be paid for separately, having no impact on the total cost
to complete.

 

As previously announced, the release of the £0.9 million performance bond
relating to the penultimate project on which Kinovo reached a financial
settlement earlier in the year and the release of the final remaining
performance bond of £0.5 million, once the final project has achieved
practical completion, further underscores the concluding resolution of
DCB-related financial obligations.

 

The completion of DCB's legacy projects reinforces Kinovo's focus on its core
operations in compliance and sustainability, allowing the Group to direct
resources fully toward its core strategic pillars.

 

 

Outlook

 

The second half of FY2025 and beyond presents significant growth opportunities
for Kinovo. With a robust pipeline of framework wins and direct awards, we are
well-positioned to continue diversifying our client base and expand our range
of works across all three pillars.

 

I am very pleased to have essentially completed the outstanding DCB legacy
projects, marking a significant milestone for the Group. This allows us to
fully focus on our core operations and strategic growth areas. I would like to
thank the team for their hard work and dedication in resolving these
challenges, enabling us to move forward with renewed vigour and focus.

 

The Budget announced by the Chancellor in October has served to validate and
underpin our strategic focus on the three key pillars of Regulation,
Regeneration and Renewables with the Government announcing the intent to
invest significantly in the social housing arenas of compliance and
decarbonisation. Whilst the changes to National Insurance and National Living
Wage will have a cost impact, estimated at up to £0.5 million, our commercial
trajectory and focus on other mitigating factors, support the Board's growth
expectations.

 

The second half has begun positively, and with various deferred works now
coming onstream, the Group's trading for the full year is now expected to be
moderately ahead of the Board's previous expectations. With a strong visible
revenue pipeline of £175.2 million and a clear strategy for growth, I am
confident that the business will continue to deliver organic growth,
strengthen its market position, and create sustainable value for all
stakeholders.

 

David Bullen

Chief Executive Officer

 

26 November 2024

 

 

 

 

 

Financial review

 

Trading review

 

In the six-month period to 30 September 2024, Kinovo has continued to deliver
a strong trading result and cash generation from its continuing operations.

 

Adjusted EBITDA (after the effect of a charge for lease payments) increased by
10% to £3.20 million (H1 2024: £2.91 million) with operating profit from
continuing operations delivering £3.01 million (H1 2024: £2.75 million),
also representing an increase of 10%.

 

Profit before taxation for continuing operations was £2.83 million (H1 2024:
£2.58 million), an increase of 10% and basic earnings per share were up 7% to
3.31p (H1 2024: 3.08p).

 

Compliance and remedial workstreams were strong in the Period whilst
mobilisation of some planned works were delayed resulting in revenues
decreasing 3% to £29.57 million (2024: £30.34 million) whilst a favourable
mix of workstream margins delivered an increase in gross profit of 8% to
£9.07 million (2024: £8.40 million).  Planned works and mobilisation of new
contract wins are expected to pick up in the second half of the year.

 

Underlying Administrative expenses of £6.01 million in the Period have
increased £0.41 million (7%) compared to £5.60 million in the prior Period
reflecting the investments made by the business to drive growth.

 

Kinovo continues to progress the fulfilment of its commitments on the DCB
construction projects as set out in the Chief Executive Officer review and
below. Discontinued operations included a full provision at 31 March 2024 for
the estimated net pre-tax costs to complete the projects and this is
maintained at £12.9 million. There has been no discontinued operations profit
and loss impact in the Period and the cash flow profile in the Period is set
out below.

 

Profit after taxation for total operations was £2.09 million (H1 2024: £1.58
million), an increase of 32% and basic earnings per share were up 31% to 3.31p
(H1 2024: 2.53p).

 

The Adjusted EBITDA on continuing operations of £3.20 million (H1 2024:
£2.91 million) in the period is considered by the Board to be a key
Alternative Performance Measure ("APM") as it is the basis upon which the
underlying management information is prepared and the performance of the
business assessed by the Board.

 

Adjusted EBITDA is calculated as earnings before interest, taxation,
depreciation and amortisation, excluding non-underlying items and is stated
after the effect of a charge for lease payments.

 

A reconciliation of EBITDA (excluding lease payments) and Adjusted EBITDA
(including a charge for lease payments) for continuing operations is set out
below:

 

                                                 Unaudited           Unaudited           Audited

6 months ended
6 months ended
year

30 September 2024
30 September 2023

                                                                                         ended

31 March

2024
 Continuing operations                           £'000               £'000               £'000

 Profit before tax                               2,831               2,578               6,039
 Add back: non-underlying items                  55                  55                  103
 Underlying profit before tax                    2,886               2,633               6,142
 Adjustments for items not included in EBITDA:
 Finance costs                                   181                 167                 341
 Depreciation of property, plant and equipment   83                  69                  148
 Depreciation of right-of-use assets             341                 274                 585
 Amortisation of software costs                  69                  56                  116
 EBITDA (excluding a charge for lease payments)  3,560               3,199               7,332
 Adjustment for lease payments                   (363)               (288)               (617)
 Adjusted EBITDA                                 3,197               2,911               6,715

 

Non-underlying items

 

Non-underlying items are considered by the Board to be either exceptional in
size, one-off in nature or non-trading related items and are represented by
the following, and as set out in note 4.

 

                             Unaudited           Unaudited           Audited

6 months ended
6 months ended
year

30 September 2024
30 September 2023

                                                                     ended

31 March

2024
                             £'000               £'000               £'000
 Continuing activities
 Share based payment charge  55                  55                  103

 

 

Cash flow performance

 

Adjusted net cash generated from continuing operating activities in the Period
was £3.40 million (H1 2024: £2.69 million) delivering an Adjusted operating
cash conversion of 106% (H1 2024: 92%). The Adjusted operating cash conversion
for the 18 month period from 1 April 2023 to 30 September 2024 was 94%.

 

Adjusted operating cash conversion is calculated as cash generated from
continuing operations (after lease payments) of £2.06 million (H1 2024:
£2.69 million), adjusted for the effects of deferred HMRC repayments of
£1.34 million (H1 2024: £nil), in the Period; divided by Adjusted EBITDA of
£3.20 million (H1 2024: £2.91 million), as set out below;

 

 Continuing operations                                                        Unaudited           Unaudited           Audited

6 months ended
6 months ended
year

30 September 2024
30 September 2023

                                                                                                                      ended

31 March

2024
                                                                              £'000               £'000               £'000
 Cash flow from operating activities per condensed consolidated statement of  (831)               358                 382
 cash flows
 Adjustment for cash absorbed by discontinued operations                      3,221               2,601               7,427
 Net cash generated from continuing operating activities                      2,390               2,959               7,809
 Less operating lease payments                                                (334)               (273)               (582)
 Net cash generated from continuing activities (after lease payments)         2,056               2,686               7,227
 Adjustment for deferred HMRC payments                                        1,342               -                   (1,342)
 Adjusted net cash generated from continuing operating activities             3,398               2,686               5,885
 Adjusted EBITDA (as above)                                                   3,197               2,911               6,715
 Adjusted operating cash conversion                                           106%                92%                 88%

 

 

By arrangement with HMRC, VAT liabilities of £1.34 million were deferred at
31 March 2024 and were fully repaid by 30 September 2024.

 

 

 

Discontinued operations

 

Following its strategic review, Kinovo determined that DCB (Kent) Limited
("DCB"), the Group's construction business, was non-core and was disposed in
the year ended 31 March 2022.

 

On 16 May 2022, DCB filed for administration. Kinovo had residual commitments
under various parent company guarantees for the DCB construction projects.
Under the terms of the parent company guarantees, Kinovo was responsible for
the completion of the projects.

 

The activities of DCB are presented as discontinued operations.

 

There were nine DCB projects in total. Seven have been finalised with another
complete subject to additional client paid for variations. Kinovo agreed to
settle the obligation under the construction contract and parent company
guarantee on the penultimate project, releasing Kinovo from its obligations to
complete the project. The settlement of £2.2 million is payable over a period
of 18 months from July 2024.

 

The settlement of this project included the cancellation of a £0.9 million
performance bond once Kinovo had paid the equivalent value of the bond to the
client. This was fulfilled in September 2024 and the bond has been cancelled.

 

With the settlement agreement on the penultimate project, the reported pre-tax
net costs to complete all the DCB projects totalled £12.9 million which was
provided in the financial statements for the year ended 31 March 2024. This
expectation is unchanged at 30 September 2024 and therefore there has been no
P&L impact in the Period.

 

Kinovo estimates there could be potential recoveries on the projects of up to
£2.6 million which would be required to be recognised in future periods, if
and when they have been realised. The Company had been successful with its
first two adjudication rulings with sums awarded of approximately £360,000.

 

A total of £9.0 million has been paid in FY2023 and FY2024 relating to the
fulfilment of the project obligations. A further £3.2 million was paid in the
Period. This includes £0.9 million of the £2.2 million settlement on the
penultimate project with the balance be payable by equal instalments between
October 2024 and December 2025 set off by final account recoveries, claims and
retentions.

 

At 30 September 2024, the outstanding balance on the costs to complete
provision was £330,000.

 

Additional details of the discontinued operations are also set out in note 30.

 

The disposal of DCB has enabled the Group to harmonise its operations and
increase the focus on its three strategic workflow pillars: Regulation,
Regeneration and Renewables. These pillars are centred on compliance-driven,
regulatory-led specialist services that offer long-term contracts, recurring
revenue streams and strong cash generation.

 

 

Net debt

 

There has been a continuing focus on cash management in the Period. In the
six-month period to 30 September 2024, the Group had net debt of £914,000
compared to net cash of £1.04 million at 30 September 2023. The net debt
position is after the absorption of £3.36 million cash (H1 2024: £2.60
million) relating to the fulfilment of legacy DCB project commitments and
repayment of deferred VAT liabilities of £1.34 million (H1 2024: £nil).

 

Set out below is an analysis of net debt:

 

                  Unaudited              Unaudited     Audited

                  at 30 September 2024   at 30         at 31

                                          September     March

                                          2023         2024
                  £'000                  £'000         £'000

 Net debt/(cash)  857                    (1,157)       (489)
 HSBC mortgage    57                     114           86
 Net debt/(cash)  914                    (1,043)       (403)

 

During the Period the Group repaid £29,000 (H1 FY24: £63,000) of borrowings
being, £29,000 (H1 FY24: £29,000) on the HSBC mortgage and £nil (H1 FY24:
£34,000) on the legacy Funding Circle Term loan, which was fully repaid in
September 2023.

 

The Group also has an on-demand overdraft facility of £2.50 million which was
partly drawn at 30 September 2024. The facility was renewed effective from
June 2024 and interest is charged at 3.5% above Bank of England Base rate. At
the same time the Group also renewed a purchasing card facility of £6.0
million with HSBC which is reported within trade creditors. Both facilities
are expected to be renewed at the end of April 2025, subject to the reduction
in the purchasing card facility as set out below.

 

Due to increases in the Bank of England Base Rate, HSBC have amended their
standard terms on their purchasing card product, reducing credit terms by 30
days.  In alignment with the renewal of our facilities a payment will now be
made to reflect the new terms in January 2025. The payment will be dependent
on the phasing of spend on the purchasing card but this is expected to be
approximately £1.4 million and the facility (currently £6.0 million) will
reduce by a commensurate amount at the same time.

 

 

Dividends

 

No final dividend was paid for the year ended 31 March 2024 and no interim
dividend is currently recommended for the year ending 31 March 2025. It
remains the Board's priority to fulfil the completion of the DCB projects and
strengthen the balance sheet and to resume the payment of a dividend as soon
as financial conditions allow.

 

 

Clive Lovett

Group Finance Director

 

26 November 2024

 

 

 

 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
 For the six-month period ended 30 September 2024 (unaudited)
                                                                              Unaudited                                    Unaudited           Audited

6 months to
6 months to
Year ended

30 September 2024
30 September 2023
31 March

2024
                                                                              £'000                                        £'000               £'000
 Continuing operations
 Revenue                                                                      29,573                                       30,337              64,137
 Cost of sales                                                                (20,500)                                     (21,938)            (45,251)
 Gross Profit                                                                 9,073                                        8,399               18,886
 Underlying administrative expenses                                           (6,006)                                      (5,599)             (12,403)
 Operating profit before non-underlying items                                 3,067                                        2,800               6,483
 Non-underlying administrative expenses
 Share based payment charge                                                   (55)                                         (55)                (103)
 Total non-underlying administrative expenses (note 4)                        (55)                                         (55)                (103)
 Operating profit                                                             3,012                                        2,745               6,380
 Finance cost                                                                 (181)                                        (167)               (341)
 Profit before tax                                                            2,831                                        2,578               6,039
 Income tax expense (note 10)                                                 (745)                                        (660)               (911)
 Total profit from continuing operations for the period                       2,086                                        1,918               5,128

 Discontinued operations
 Loss for the period (note 11)                                                -                                            (343)               (5,737)
 Total comprehensive income/(loss) for the period attributable to the equity  2,086                                        1,575               (609)
 holders of the parent company

 Earnings per share from continuing operations (note 6)
 Basic (pence)                                                                3.31                                         3.08                8.20
 Diluted (pence)                                                              3.28                                         3.05                8.08
 Earnings/(loss) per share from total operations (note 6)
 Basic (pence)                                                                3.31                                         2.53                (0.97)
 Diluted (pence)                                                              3.28                                         2.50                (0.97)

 

There are no items of other comprehensive income for the period.

 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
 At 30 September 2024 (unaudited)
                                                                                Unaudited           Unaudited           Audited

30 September 2024
30 September 2023
31 March

2024
                                                                                £'000               £'000               £'000
 Assets
 Non-current assets
 Intangible fixed assets                                                        4,475               4,478               4,514
 Property plant and equipment                                                   1,067               1,066               1,073
 Right-of-use-assets                                                            1,425               875                 1,183
 Total non-current assets                                                       6,967               6,419               6,770

 Current assets
 Inventories                                                                    2,536               2,823               2,612
 Deferred tax asset                                                             867                 64                  1,612
 Trade and other receivables                                                    11,835              11,807              12,907
 Cash and cash equivalents                                                      28                  1,157               489
 Total current assets                                                           15,266              15,851              17,620

 Total assets                                                                   22,233              22,270              24,390

 Equity and liabilities attributable to equity holders of the parent company
 Issued share capital and reserves
 Share capital (note 8)                                                         6,332               6,278               6,279
 Own shares                                                                     (850)               (850)               (850)
 Share premium                                                                  9,373               9,289               9,289
 Share based payment reserve                                                    238                 136                 172
 Merger reserve                                                                 (248)               (248)               (248)
 Retained earnings                                                              (13,648)            (13,550)            (15,723)
 Total equity                                                                   1,197               1,055               (1,081)

 Non-current liabilities
 Borrowings (note 7)                                                            -                   57                  29
 Lease liabilities                                                              768                 457                 606
                                                                                768                 514                 635

 Current liabilities
 Borrowings (note 7)                                                            57                  57                  57
 Overdraft (note 7)                                                             885                 -                   -
 Lease liabilities                                                              680                 433                 594
 Trade and other payables                                                         18,316            18,877              21,032
 Provisions (note 11)                                                           330                 1,334               3,153
                                                                                20,268              20,701              24,836

 Total equity and liabilities                                                   22,233              22,270              24,390

 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 For the six-month period ended 30 September 2024 (unaudited)
                                                                                Unaudited           Unaudited           Audited

6 months to
6 months to
Year ended

30 September 2024
30 September 2023
31 March

2024
                                                                                £'000               £'000               £'000

 Net cash (absorbed)/generated from operating activities (note 5)               (831)               358                 382

 Cash flow from investing activities
 Purchase of property, plant and equipment                                      (77)                (75)                (159)
 Purchase of intangible assets                                                  (30)                (22)                (119)
 Net cash used in investing activities                                          (107)               (97)                (278)

 Cash flow from financing activities
 Issue of new share capital for SIP                                             137                 77                  77
 Repayment of borrowings                                                        (29)                (63)                (91)
 Interest paid                                                                  (181)               (167)               (341)
 Principal payments of leases                                                   (335)               (273)               (582)
 Net cash used in financing activities                                          (408)               (426)               (937)

 Net decrease in cash and cash equivalents                                      (1,346)             (165)               (833)

 Cash and cash equivalents at beginning of period/year                          489                 1,322               1,322

 Cash and cash equivalents at end of period/year                                (857)               1,157               489

 The condensed consolidated statement of cash flows includes all activities of
 the Group. Cash flows from discontinued operations are set out in note 11.

 

                                  CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                  For the six-month period ended 30 September 2024 (unaudited)

                                                                   Issued share capital  Share     Own shares  Share based payment  Merger    Retained earnings  Total

                                                                                         premium               reserve              reserve                      equity
                                                                   £'000                 £'000     £'000       £'000                £'000     £'000              £'000

 Balance at 1 April 2024                                           6,279                 9,289     (850)       172                  (248)     (15,723)           (1,081)
 Profit and total comprehensive income for the period              -                     -         -           -                    -         2,086              2,086
 Share issue for SIP                                               53                    84        -           -                    -         -                  137
 Share based payment charge                                        -                     -         -           55                   -         -                  55
 Transfer to retained earnings for share options exercised         -                     -         -           11                   -         (11)               -
 Total transactions with owners recognised directly in equity      53                    84        -           66                   -         (11)               192
 Balance at 30 September 2024                                      6,332                 9,373     (850)       238                  (248)     (13,648)           1,197

                                  For the six-month period ended 30 September 2023 (unaudited)

 Balance at 1 April 2023                                           6,213                 9,245     (850)          113               (248)     (15,125)           (652)
 Profit and total comprehensive income for the period              -                     -         -           -                    -         1,575              1,575
 Share issue for SIP                                               65                    44        -           (32)                 -         -                  77
 Share based payment charge                                        -                     -         -           55                   -         -                  55
 Total transactions with owners recognised directly in equity      65                    44        -           23                   -         -                  132
 Balance at 30 September 2023                                      6,278                 9,289     (850)       136                  (248)     (13,550)           1,055

                                  For the year ended 31 March 2024

 Balance at 1 April 2023                                           6,213                 9,245     (850)       113                  (248)     (15,125)           (652)
 Loss and total comprehensive loss for the year                    -                     -         -           -                    -         (609)              (609)
 Share issue for SIP                                               66                    44        -           (33)                 -         -                  77
 Share based payment charge                                        -                     -         -           103                  -         -                  103
 Transfer to retained earnings for share options exercised         -                     -         -           (11)                 -         11                 -
 Total transactions with owners recognised directly in equity      66                    44        -           59                   -         11                 180
 Balance at 31 March 2024                                          6,279                 9,289     (850)       172                  (248)     (15,723)           (1,081)

 

 

NOTES TO THE INTERIM STATEMENT

 

1.         Basis of preparation

 

Kinovo Plc and its subsidiaries (together "the Group") operate in the
mechanical, electrical and general building services industries. The Group is
a public company operating on the AIM market of the London Stock Exchange
(AIM) and is incorporated and domiciled in England and Wales (registered
number 09095860). The address of its registered office is 201 Temple Chambers,
3-7 Temple Avenue, London EC4Y 0DT. The Company was incorporated on 20 June
2014.

 

These interim financial statements of the Group have been prepared on a going
concern basis under the historical cost convention, and in accordance with UK
adopted Accounting Standards, the International Financial Reporting
Interpretations Committee ("IFRIC") interpretations issued by the
International Accounting Standards Boards ("IASB") that are effective or
issued and early adopted as at the time of preparing these financial
statements and in accordance with the provisions of the Companies Act 2006.
The Group has adopted all of the new and revised standards and interpretations
issued by the IASB and the International Financial Reporting Interpretations
Committee ("IFRIC") of the IASB, as they have been adopted by the United
Kingdom, that are relevant to its operations and effective for accounting
periods beginning on 1 April 2023.

 

The interim financial information does not include all the information and
disclosures required in the annual financial statements and should be read in
conjunction with the Group's annual financial statements, being the statutory
financial statements for Kinovo Plc as at 31 March 2024, which have been
prepared in accordance with IFRIC of the IASB as adopted by the United
Kingdom.

 

The interim financial information for the six months ended 30 September 2024
do not comprise statutory accounts within the meaning of Section 434 of the
Companies Act 2006.  The interim financial information has not been audited.

 

Significant accounting policies

 

The accounting policies adopted in the preparation of the interim financial
information is consistent with those expected to be adopted in the preparation
of the Group's annual financial statements for the year ending 31 March 2025.

 

Going concern

 

The Directors have adopted the going concern basis in preparing these interim
financial statements.

 

The continuing business traded strongly in the first six months of the
financial year with adjusted EBITDA 10% ahead of the prior period. The Group
has secured a number of new direct awards in the Period, has a robust pipeline
of opportunities and is well placed on several framework agreements to secure
additional contracts in future periods.

 

At 30 September 2024 the Group had net debt of £914,000 with a net overdraft
position of £857,000, with only £57,000 of other borrowings, relating to a
historic mortgage loan, repayable within 12 months. In May 2024, the £2.5
million overdraft facility and the £6.0 million purchasing card facility,
which is reported within trade creditors, were renewed to end April 2025.

 

Following its strategic review, Kinovo determined that DCB (Kent) Limited
("DCB"), the Group's construction business, was non-core and was disposed in
the year ended 31 March 2022.

 

On 16 May 2022, DCB filed for administration. Kinovo had residual commitments
under various parent company guarantees for the DCB construction projects.
Under the terms of the parent company guarantees, Kinovo was responsible for
the completion of the projects.

 

There were nine DCB projects in total. Seven have been finalised with another
complete subject to additional client paid for variations. Kinovo agreed to
settle the obligation under the construction contract and parent company
guarantee on the remaining project, releasing Kinovo from its obligations to
complete the project. The settlement of £2.2 million is payable over a period
of 18 months from July 2024.

 

The settlement of the penultimate project included the cancellation of a £0.9
million performance bond once Kinovo had paid the equivalent value of the bond
to the client. This was fulfilled in September 2024 and the bond has been
cancelled.

 

Including the settlement agreement on the penultimate project the expected
pre-tax net costs to complete all the DCB projects totalled £12.9 million
which was provided in the financial statements for the year ended 31 March
2024. This expectation is unchanged at 30 September 2024 and therefore there
has been no P&L impact in the Period.

 

Kinovo estimates there could be potential recoveries on the projects of up to
£2.6 million which would be required to be recognised in future periods, if
and when they have been realised.

 

A total of £9.0 million was paid in FY2023 and FY2024 relating to the
fulfilment of the project obligations. A further £3.2 million was paid in the
Period. This includes £0.9 million of the £2.2 million settlement on the
final project with the balance payable by equal instalments between October
2024 and December 2025 set off by final account recoveries, claims and
retentions.

 

At 30 September 2024, the outstanding balance on the costs to complete
provision was £330,000 representing the balance of the costs to complete the
final project and financial settlement net of final account reconciliations,
retentions and release of escrow amounts.

 

In assessing the Group's ability to continue as a going concern, the Board
reviews and approves the 12-month budget and longer-term strategic plan,
including forecasts of cash flows. In building these budgets and forecasts,
the Board has considered the expected remaining net costs to complete the DCB
construction projects.

 

The Directors expect that the cash generated by the continuing business and
the availability of the HSBC facilities (including the anticipated purchasing
card facility reduction in January 2025) will provide the financial capacity
to facilitate the growth of the core operations and support the completion of
the DCB project liabilities.

 

After taking into account the above factors and possible sensitivities in
trading performance, the Board has reasonable expectation that Kinovo plc and
the Group as a whole have adequate resources to continue in operational
existence for the foreseeable future.

 

For these reasons, the Board continues to adopt the going concern basis in
preparing the consolidated financial statements. Accordingly, these accounts
do not include any adjustments to the carrying amount or classification of
assets and liabilities that would result if the Group were unable to continue
as a going concern.

 

Publication of non-statutory financial statements

 

The results for the six months ended 30 September 2024 and 30 September 2023
are unaudited and have not been reviewed by the auditor. Statutory accounts
for the year ended 31 March 2024 were filed with the Registrar of Companies in
September 2024.

 

The interim financial information has been prepared on the basis of the same
accounting policies as published in the audited financial statements for the
year ended 31 March 2024. The annual financial statements of the Group are
prepared in accordance with International Financial Reporting Standards and
International Financial Reporting Interpretations Committee ("IFRIC")
pronouncements as adopted by the United Kingdom. Comparative figures for the
year ended 31 March 2024 have been extracted from the statutory financial
statements for that period.

 

 

 

2.         Corporate governance, principal risks and uncertainties

 

The Corporate Governance Report included with our Annual Report and Financial
Statements for 2024 detailed how we embrace governance.

 

Kinovo adopts the Quoted Companies Alliance Corporate Governance (the "QCA
Code"), in line with the London Stock Exchange's AIM Rules. We will continue
to provide annual updates on our compliance with the QCA Code. The Board
considers that the Group complies with the QCA Code so far as it is
practicable having regard to the size, nature and current stage of development
of the Group, and will disclose any areas of non-compliance in the text below,
or on the Group's website.

 

The Board believes that the adoption of the QCA Code effectively supports the
Group's medium to long-term development whilst managing risks, and provides an
underlying framework of commitment and transparent communication with
stakeholders. It also seeks to develop the knowledge shared between the Group
and its stakeholders. The Board notes the changes to the provisions of the
2023 QCA Code and is committed to ensuring that the Group's corporate
governance framework reflects best practice, taking into consideration the
interests and evolving expectations of its shareholders and broader
stakeholders. Consequently, the Board is taking steps to ensure compliance
with 2023 QCA Code recommendations for the year ending 31 March 2025.

 

The nature of the principal risks and uncertainties faced by the Group have
not changed significantly from those set out within the Kinovo Plc annual
report and accounts for the year ended 31 March 2024.

 

 

 

3.         Segmental analysis

 

The Board of Directors has determined an operating management structure
aligned around the three core activities of the Group, being Mechanical
services, Building services and Electrical services. Operating profit before
non-underlying items has been identified as the key performance measure. The
following is an analysis of the performance by segment for continuing
operations:

 

                        Unaudited           Unaudited           Audited

6 months ended
6 months ended
year

30 September 2024
30 September 2023

                                                                ended

31 March

2024
 Continuing operations  £'000               £'000               £'000

 Mechanical services    4,082               6,140               11,670
 Building services      6,882               9,965               20,555
 Electrical services    18,609              14,232              31,912
 Total revenue          29,573              30,337              64,137

 

Reconciliation of operating profit before non-underlying items to profit
before taxation from continuing operations:

 

                                               Unaudited           Unaudited           Audited

6 months ended
6 months ended
year

30 September 2024
30 September 2023

                                                                                       ended

31 March

2024
                                               £'000               £'000               £'000
 Continuing operations
 Mechanical services                           509                 556                 1,167
 Building services                             345                 859                 1,419
 Electrical services                           2,923               2,340               5,585
 Unallocated central costs                     (710)               (955)               (1,688)
 Operating profit before non-underlying items  3,067               2,800               6,483
 Share based payment charge                    (55)                (55)                (103)
 Operating profit                              3,012               2,745               6,380
 Finance cost                                  (181)               (167)               (341)
 Profit before tax                             2,831               2,578               6,039

Only the Group Consolidated Statement of Comprehensive Income is regularly
reviewed by the chief operating decision maker and consequently no segment
assets or liabilities are disclosed under IFRS 8.

 

 

 

4.         Non-underlying items

 

Operating profit includes the following items which are considered by the
Board to be exceptional in size, one off in nature or non-trading related.

 

                                 Unaudited           Unaudited           Audited

6 months to
6 months to
Year ended

30 September 2024
30 September 2023
31 March

                                                                          2024
                                 £'000               £'000               £'000
 Share based payment charge      55                  55                  103

All non-underlying items have been charged to other operating expenses.

 

Share based payment charge

A number of share option schemes are in place and new options have been
granted during the period relating to the Share Incentive Plan amounting to
132,018 (H1 2024: 290,602). The share based payment charge has been separately
identified as it is a non-cash expense.

 

 

 

5.         Cash flows from operating activities

 

                                                                        Unaudited           Unaudited           Audited

6 months to
6 months to
Year ended

30 September 2024
30 September 2023
31 March

                                                                                                                2024
                                                                        £'000               £'000               £'000

 Profit/(loss) before income tax                                        2,831               2,121               (1,610)
 Adjusted for:
 Net finance cost                                                       181                 167                 341
 Depreciation                                                           424                 344                 732
 Amortisation of intangible assets                                      69                  56                  116
 Share based payments                                                   55                  55                  103
 Movement in receivables                                                1,072               (720)               (1,820)
 Movement in payables                                                   (2,716)             864                 3,019
 Movement in provisions                                                 (2,823)             (2,144)             (325)
 Movement in inventories                                                76                  (385)               (174)
 Net cash from operating activities*                                    (831)               358                 382

 * Includes all activities of the Group. Cash flows from discontinued
 operations are set out in note 11

6.         Earnings/(loss) per share

 

The calculation of basic earnings per share is based on the result
attributable to shareholders divided by the weighted average number of
ordinary shares in issue during the year. Diluted earnings per share is
calculated under the same method adjusted for the weighted average share
options outstanding during the Period as well as ordinary shares in issue.

 

Basic earnings per share amounts are calculated by dividing net profit for the
year or period attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year.

 

Basic and diluted earnings per share is calculated as follows:

                                                                                Unaudited           Unaudited           Audited

6 months to
6 months to
Year ended

30 September 2024
30 September 2023
31 March

2024
                                                                                £'000               £'000               £'000

 Profit/(loss) used in calculating basic and diluted earnings

 per share
 Continuing operations                                                          2,086               1,918               5,128
 Total operations                                                               2,086               1,575               (609)
 Weighted average number of shares for the purpose of basic earnings per share  63,018,154          62,269,270          62,528,742
 Weighted average number of shares for the purpose of diluted earnings per      63,667,084          62,978,446          63,393,296
 share

 Continuing operations
 Basic earnings per share (pence)                                               3.31                3.08                8.20
 Diluted earnings per share (pence)                                             3.28                3.05                8.08

 Total operations
 Basic earnings/(loss) per share (pence)                                        3.31                2.53                (0.97)
 Diluted earnings/(loss) per share (pence)                                      3.28                2.50                (0.97)
 Details of loss per share for discontinued operations are set out in note 11.

Adjusted earnings per share

 

Profit after tax is stated after deducting non-underlying items totalling
£55,000 (H1 2024: £55,000).  Non-underlying items are either exceptional in
size, one off in nature or non-trading related. These are shown separately on
the face of the Consolidated Statement of Comprehensive Income.

 

The calculation of adjusted basic and adjusted diluted earnings per share is
based on the result attributable to shareholders, adjusted for non-underlying
items, divided by the weighted average number of ordinary shares in issue
during the year.

 

                                                                                 Unaudited           Unaudited                            Audited

6 months to
6 months to
Year ended

30 September 2024
30 September 2023
31 March

                                                                                                                                          2024
                                                                                 £'000               £'000                                £'000
 Continuing operations
 Profit after tax                                                                2,086                         1,918                      5,128
 Add back:
 Share based payment charge                                                      55                                   55                                    103
                                                                                 2,141                            1,973                   5,231

 Weighted average number of shares for the purpose of basic adjusted earnings    63,018,154              62,269,270                       62,528,742
 per share
 Weighted average number of shares for the purpose of diluted adjusted earnings  63,667,084               62,978,446                      63,393,296
 per share

 Continuing operations
 Basic adjusted earnings per share (pence)                                       3.40                              3.17                                8.36
 Diluted adjusted earnings per share (pence)                                     3.36                               3.13                                    8.25

 

 

7.         Borrowings

 

                                   Unaudited           Unaudited           Audited

30 September 2024
30 September 2023
31 March

                                                                            2024
                                   £'000               £'000               £'000
 Non-current borrowings
 Bank and other borrowings;
 Overdraft                         -                   -                   -
 Mortgage loan                     -                   57                  29
 Total non-current borrowings      -                   57                  29
 Current borrowings;
 Bank and other borrowings;
 Overdraft                         885                 -                   -
 Mortgage loans                    57                  57                  57
 Total current borrowings          942                 57                  57
 Bank and other borrowings;
 Overdraft                         885                 -                   -
 Mortgage loans                    57                  114                 86
 Total borrowings                  942                 114                 86

 

The fair value of the borrowings outstanding as at 30 September 2024 is not
materially different to its carrying value since interest rates applicable on
the loans are close to market rates.

 

 

 

8.         Share capital

 

 Ordinary shares of £0.10 each       Unaudited           Unaudited           Audited

30 September 2024
30 September 2023
31 March

                                                                              2024
                                     £'000               £'000               £'000
 At the beginning of the period      6,279               6,213               6,213
 Issued in the period                53                  65                  66
 At the end of the period            6,332               6,278               6,279

 

 

 Number of shares                    Unaudited           Unaudited           Audited

30 September 2024
30 September 2023
31 March

                                                                              2024
 At the beginning of the period      62,788,214          62,137,757          62,137,757
 Issued in the period                528,101             650,457             650,457
 At the end of the period            63,316,315          62,788,214          62,788,214

 

In August 2024 the Company issued 248,101 of shares to allocate to members of
the SIP scheme (H1 2024: 650,457). 44.5p was paid for 171,484 of these shares,
for a total consideration of £76,322 (H1 2024: 23.5p for 330,753 shares, for
a total consideration of £77,727). This was allocated as £24,810 (H1 2024:
£65,046) of share capital and £51,512 (H1 2024: £12,681) of share premium.

 

In addition, between July 2024 and September 2024, 280,000 (H1 2024: Nil)
Company Share Option Plan were exercised for prices ranging between 20.5 pence
and 22.5 pence. A total of £60,400 (H1 2024: £nil) was paid for these
shares. This was allocated as £28,000 (H1 2024: £nil) of share capital and
£32,400 (H1 2024: £nil) of share premium.

 

 

 

9.         Dividends

 

The Company did not pay a final dividend for the year ended 31 March 2024
(2023: nil pence). The Board do not recommend an interim dividend for the year
ending 31 March 2025.

 

 

 

10.        Taxation

 

The income tax charge for the six months ended 30 September 2024 is calculated
based upon the effective tax rates expected to apply to the Group for the full
year of 25% (2024: 25%).  Differences between the estimated effective rate
and the statutory rate of 25% are due to non-deductible expenses.

 

 

 

11.        Discontinued operations

 

(a)  Description

 

Following the disposal of the non-core DCB Kent Ltd (DCB) in January 2022, the
business subsequently entered administration in May 2022. Under parent company
guarantees, signed prior to the disposal of DCB, Kinovo had a commitment to
complete the DCB construction projects.

 

Kinovo had residual commitments under various parent company guarantees for
the DCB construction projects and working capital support. Under the terms
of the parent company guarantees, Kinovo is responsible for the completion of
the projects.

 

The activities of DCB are presented as discontinued operations.

 

There were nine DCB projects in total. Seven have been finalised with another
complete subject to final client paid for variations. On the remaining
project, Kinovo agreed to settle the obligation under the construction
contract and parent company guarantee, releasing Kinovo from its obligations
to complete the project. The settlement of £2.2 million is payable over a
period of 18 months from July 2024.

 

The settlement of the penultimate project included the cancellation of a £0.9
million performance bond once Kinovo had paid the equivalent value of the bond
to the client. This was fulfilled in September 2024 and the bond has been
cancelled.

 

Including the settlement agreement on the penultimate project the expected
pre-tax net costs to complete the project total £12.9 million which was
provided in the financial statements for the year ended 31 March 2024. This
expectation is unchanged at 30 September 2024 and therefore there has been no
P&L impact in the Period.

 

Kinovo estimates that potential recoveries on the projects of up to £2.6
million which would be required to be recognised in future periods, if and
when they have been realised.

 

A total of £9.0 million has been paid in FY2023 and FY2024 on the fulfilment
of the project obligations. A further £3.2 million was paid in the Period.
This includes £0.9 million of the £2.2 million settlement on the final
project with the balance payable by equal instalments between October 2024 and
December 2025 set off by final account recoveries, claims and retentions.

 

At 30 September 2024, the outstanding balance on the costs to complete
provision was £330,000.

 

The disposal of DCB has allowed the Group to harmonise its operations and
increase the focus on its three strategic workflow pillars: Regulation,
Regeneration and Renewables. These pillars are centred on compliance-driven,
regulatory-led specialist services that offer long-term contracts, recurring
revenue streams and strong cash generation.

 

(b)  Financial performance and cash flow information from discontinued
operations

 

                                                                                  Unaudited           Unaudited           Audited

6 months to
6 months to
Year ended

30 September 2024
30 September 2023
31 March

2024
                                                                                  £'000               £'000               £'000
 Revenue                                                                          392                 2,069               3,878
 Cost of sales                                                                    (392)               (2,526)             (11,527)
 Loss before taxation                                                             -                   (457)               (7,649)
 Income tax credit                                                                -                   114                 1,912
 Loss for the period/year                                                         -                   (343)               (5,737)
 Operating profit excludes allocation of Corporate costs in accordance with
 IFRS 5, which states that only costs clearly identifiable as directly relating
 to the discontinued operations can be included.

 Loss per share from discontinued operations
 Basic (pence)                                                                    -                   (0.55)              (9.17)
 Diluted (pence)                                                                  -                   (0.55)              (9.17)

 Cash flows from discontinued operations
 Net cash outflow from operating activities                                       (3,221)             (2,601)             (7,427)
 Net cash outflow from investing activities                                       -                   -                   -
 Net cash outflow from financing activities                                       -                   -                   -
 Net reduction in cash generated by the subsidiary                                (3,221)             (2,601)             (7,427)

12.        Forward-Looking statements

 

This report contains certain forward-looking statements with respect to the
financial condition of Kinovo Plc. These statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There could be a number of factors which influence
the actual results and developments. These could impact on the forward-looking
statements included in this report.

 

 

 

13.        Interim Report

 

Copies of this Interim Report will be available to download from the investor
relations section on the Group's website www.kinovoplc.com
(http://www.kinovoplc.com) .

 

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