Final Results & Notice of AGM
RNS Number : 6541O
Mindflair PLC
27 June 2025
27 June 2025
Mindflair plc
("Mindflair" or the "Company")
Final Results & Notice of AGM
The Board of Mindflair plc (AIM: MFAI), the investment company investing in next generation technology with a focus on AI, announces its audited results for the year ended 31 December 2024.
Notice of AGM
The Company also announces that a Notice of Annual General Meeting ("AGM") has been sent to shareholders of the Company, convening a meeting to be held at the offices of Orrick, Herrington & Sutcliffe (UK) LLP, 107 Cheapside, London, EC2V 6DN on 23 July 2025 at 11.00 am.
A copy of the notice of AGM is available to download from the Company's website at: https://mindflair.tech/
Financial highlights During the period
• Net asset value ("NAV") increased significantly to £10,793,000 as at the year‐end (31 December 2023: £5,844,000). This Increase has been driven by the growth in value of the SVV investments, principally as a result of the increase in the value of the investment in Infinite Reality
• Profit before tax generated of £3,159,000 (31 December 2023: Loss of £2,665,000)
• NAV per share of 2.05 pence per share (2023: 2.13 pence) compared to a year end share price of 0.6 pence and a current price of 0.95 pence.
• The series of two‐year loan notes amounting to £1.235 million was restructured and reprofiled
• New funding of £925,000 raised in July 2024 and further funding of £490,000 raised in December 2024, along with the issue of new shares in connection with the reprofiling of the series of loan notes
Post period end
• Disposal of interests in Getvisibility in April 2025 generating proceeds of around £2.6 million and profit of £0.54 million on just the Company's direct investment. This was a significant inflow compared to the Company's current market capitalisation of £5.0 million
• Remainder of the series of two‐year loan notes repaid in April 2025
Portfolio highlights During the period
• Disposal of Landvault to Infinite Reality in July 2024 for a headline consideration of US$450 million
• Six investments made in exciting AI focused companies through SVV2:
• First new investment made by SVV3 in Inspeq AI in June 2024 and then a second investment was made in Jentic AI in December 2024.
• Further investment made in Sure Ventures plc in August 2024 to increase exposure to SVV1
Post period end
• Disposal of interests in Getvisibility in April 2025 generating proceeds of around £2.6 million
• Three new investments have been made in 2025 through SVV2
• Further investment made by SVV3 in 2025 in Momntum AI
Review of activities
During the year to 31 December 2024, the majority of the Company's investments have continued to make good progress with the key developments being summarised in the following section.
Mindflair is an investment company focused on next generation technology with a focus on the application of AI to transform large traditional industries. Mindflair invests in its portfolio companies directly, or indirectly, as set out below, through: (i) its investments in three funds managed by Sure Valley Ventures ("SVV") and (ii) its investment in Sure Ventures plc.
| Investments | SVV1 | SVV2 | SVV3 | SureVenturesplc | |
| Direct | Getvisibility,Low6and | 13% | 5.9% | 16.0% | 23.8% |
| Precog | |||||
| Indirect | 6.2% via Sure | 1.4% via Sure | Holds stakes of | ||
| Venturesplc | Venturesplc | 25.9% in SVV1 and | |||
| 5.9% in SVV2 | |||||
| Cornerstoneinvestor | EnterpriseIreland | British Business | Enterprise | ||
| Bank | Ireland | ||||
| Net interest | 19.2% | 7.3% | 16.0% | 23.8% | |
| The Company's principal investment portfolio categories are summarised below: | ||
| Cost or valuation at 31 December 2024 £000's | Cost or valuation at 31 December 2023 £000's | |
| Categories | ||
| SVV investments | 9,629 | 4,932 |
| Direct investments | 1,514 | 1,563 |
| Cash/other listed securities | 220 | 206 |
| Total | 11,363 | 6,701 |
| Security | |
| Nova Leah (Nova Leah Limited) | AnArtificialIntelligencecybersecurityriskassessmentandprotectionplatformforconnectedmedical devices. It is a leader in this field and sells to the top medical device manufacturers in the US. The company is currently involved with a proof of concept and a pilot project with a National Healthcare System with three regional hospitals. It has also recently added two new board members. |
| Getvisibility (Visibility Blockchain Limited) | An Artificial Intelligence security company addressing the substantial problem faced by corporations in storing, sorting, accessing and protecting data. The company has continued to grow its sales pipeline during the period, with a number of new channel partners being onboarded. MindflairalsohasadirectinterestinGetVisibilityandanadditionalindirectinterestthroughSV plc. Post period end, Getvisibility was sold to Forcepoint, enabling Mindflair to realise proceeds of £2.6 million for its direct and indirect interests (held via SVV1). Further proceeds may be received from its indirect interest held through Sure Ventures plc in the event that this company makes a distribution. |
| PreCog (PolienceLimited) | An Artificial Intelligence security solution platform company that provides data intelligence to combat crime, terrorism and protect vulnerable people. Customers include leading law enforcement and security agencies, and transport infrastructure groups. During the period progress was made with a number of potential customers with new pilot schemes being entered into. |
| Smarttech247(Smarttech247 Group plc) | An established global Artificial Intelligence‐based cybersecurity business, specialising in automated managed detection and response. The company was listed on AIM in December 2022. In April 2024, the holding was sold by SVV at a profit. |
| ImmersiveTechnologies | |
| Engage XR (Engage XR Holdings plc) | ENGAGE XR Holdings plc is listed on AIM and is leading provider of immersive communications technology. In February 2024, the company signed its largest contract to date with a large Middle East based company involved in the education, training and development sector. In March 2024, it announced the launch of the School of AI in which students can speak to notable figures of history, powered by conversational and generative AI. In September 2024, this product was rolled out to all of its educational clients. In January 2025, the company launched its comprehensive education offering at the Bett 2025 conference. For the year to 31 December 2024, it generated revenue of €3.4 million, an improving EBITDA result and had net cash at the period end of €3.6 million. |
| Infinite Reality,Inc (formerlyLandvault) | LandVault, a large metaverse builder, was sold to Infinite Reality in July 2024 for US$450 million in new shares in Infinite Reality. SVV1 therefore now holds shares in Infinite Reality. Infinite Reality is a private US company focused on developing immersive 3D interfaces. In January 2025, the company raised US$3 billion of new funds, increasing its valuation to US$12.3 billion. It has stated that it is currently working on ways to provide liquidity for its shareholders. |
| VividQ (VividQ. Limited) | A deep tech software company which has developed a framework for real‐time 3D holographic displays for use in heads‐up displays and AR headsets and glasses. InJanuary2024,VividQannouncedapartnershiptocreatetheworld'sfirstretina‐resolutionholograms. It is making good progress with a major media company and working on proof of concept for a new headset and has successfully filed a new patent on a full windshield HUD. In October 2024, the company opened a US office and hired a VP of sales. |
| Volograms (VologramsLimited) | AnArtificialIntelligencedeeplearningcompanythatusesAItocreate3DAugmentedReality(Volograms Limited) from 2D photos and videos. The company has launched a consumer AR Camera app called Volu and has browser and enterprise versions in development. |
| Zenos(ZenosTechnologyLimited)(formerly Virtex Limited) | A company building a platform for the next generation of live, immersive entertainment within the virtual reality ("VR") gaming and esports industries. It is actively developing its new Stadium app. |
| Internet of things | |
| CameraMatics(MySafe Drive Limited) | An Artificial Intelligence platform enabling transport fleet managers to reduce risk, increase driver safety and comply with growing industry governance and compliance. During the period, the company has been building up its sales team in the US and has successfully closed a number of deals both in the US and the UK. It has also secured additional venture debt funding facilities. |
| Wia (Wia Technologies Limited) | Provides a platform solution for smart buildings. Its platform provides full device and application management, security, data capture and storage, analysis and control. During the period, it has extended its 5‐year contract with one of the world's most prominent logisticscompanieswhichwasannouncedin2023.Theagreement,valuedatover$2million, involves a rollout of energy monitoring across 5 million square metres of property in 14 countries. This contract has now been extended to 32 countries. |
| Everyangle (EveryangleLimited) | An Artificial Intelligence platform that uses machine learning to provide enterprises, such aslarge retailers, with business solutions to reduce fraud, churn and waste using machine vision. During 2024, the company sold a number of additional licences and was voted one of the ECR Top 30 solutions. It has also completed an additional funding round of €1.14 million in December 2024 and it closed a major deal with a retail group which is expected to deliver annual recurring revenue and cash in 2025. |
| RETiniZE(RETiniZE Limited) | The company has developed an innovative software product called Animotive that is harnessing the latest VR and Generative Al technologies to transform the 3D animation production process. The company has signed up a number of Animotive users. Its Vive Tracker product integrationis ready to go and it has embarked on its first two movie projects. It has also signed a contract with an Irish university. It has also just raised £1.6 million in new funding. |
| Jaid (Opsmatix Limited) | JaidisarapidlygrowingcompanythatprovidesAIasaService(AIaaS)solutionstobusinessesto automate a variety of use cases, including client service automation, sales automation, paymentexceptionprocessing,andclaimsadministrationprocessing.Jaid'stechnologyhelps businesses reduce costs, improve efficiency, and make data‐driven decisions. The company is actively pursuing contract discussions and is looking at new funding opportunities. It has also recently closed two new contracts. |
| Captur (Captur Limited) | CapturisacompanythathasbuiltanenterpriseAIplatformforreal‐time,rules‐basedimagerecognition. Existing investors, MMC Ventures and Ascension Ventures participated in this round,alongwithotherinvestorsincludingex‐Deliveroo,andenterpriseAIinvestorsConcept Ventures and Two Culture Capital, backers of ElevenLabs and Electric AI. The company's technology uses Edge AI, the implementation of artificial intelligence in an edge computing environment, which allows calculations to be completed nearby to where data is created, rather than an offsite data centre or a centralised cloud computing facility. This localised processing allows Captur's technology to make decisions using visual AI in under 3 seconds. Currently working with a major e‐scooter and e‐bike provider with regard to parking compliance and a major US retailer. |
| VortexIQ (Vortex IQ Limited) | Operates an AI‐powered cloning and coding platform that streamlines staging, coding, backup, and data migration for businesses, agencies, and developers in the e‐commerce business process workflow. During the period, the company onboarded a major ecommerce partner and they are currently targeting large enterprise partners. The company has also been selected as a top 11startupforGenAIMicrosoftaccelerators.VortexIQhaslauncheditsupdatede‐commerce platform,StagingPro,nowpoweredbyAIagentsthathelpbusinessesautomateandimprove onlinestoreoperations.ThecompanyintroducedthisnewversionduringtheBigCommerce Summit EMEA 2025 in London. |
| Ittybit (Ittybit Limited) | Provides a developer tool that optimises media file management based on a proprietary encodingenginethathelpscompaniestoupload,store,extractrichdata,convert,compress, and deliver all their media files. Theyarecurrentlyincontractdiscussionswithamedicalplatformthatholdsignificantmediaassets and have made material improvements on the front end of their tool to enable a more seamless self‐serve experience. |
| Phinxt (Phinxt Robotics Limited) | Has developed a decentralised edge computing software solution to enable the automationof warehouses. Their core product enables distributed real‐time synchronisation between robots, with interoperability of different OEMs increasing the level of efficient automation. During the period, they have signed their first contract to supply 5 to 10 robots. They are also in discussions with a large US retailer, a major European aviation services company and a number of other potential customers. |
| Purple Transform (PurpleTransformLimited) | Provides a cutting‐edge SaaS platform, SiYtE™, designed to address data overload and enhancesafetyandsecurityinlargeinfrastructureslikerailnetworks.Byleveragingadvanced AI and machine vision, the platform transforms existing cameras into smart sensors, delivering real‐time alerts and predictive analytics. It seamlessly integrates with current IoT sensors and camera systems, optimizing operational efficiency and reducing costs for organizations managing extensive sensor networks. Duringtheperiod,thecompanyhasbeenactivelyprogressinganumberofcontractnegotiations. |
| Stylus Education (LearncycleLimited) | Stylus delivers an AI‐powered marking solution aimed at reducing teacher workload and addressing the recruitment and retention crisis in education. By automating the marking of paper‐basedassessments,Stylussignificantlycutsdownthetimeteachersspendongrading. Theplatformprovidesdetailed,personalizedfeedbackforstudents,enhancingtheirlearning experience. Teachers can easily scan completed assessments, which are then processed by Stylus's AI to provide immediate feedback and follow‐up questions, streamlining the evaluation process and helping to alleviate teacher burnout. During the period, the company has managed to fully launch its suite of products. |
| Vizgard (Vizgard Limited) | Vizgard develops edge‐based visual AI software for Defence and Security, enabling realtimeintelligence and automated control of precision camera platforms. Their core product, FortifAI, enhances situational awareness by automating steerable sensors, improving detection capabilities, and reducing operator overload. The company has proven deployments in counter‐drone systems and long‐range surveillance, serving 18 customers across 3 countries, including Tier 1 defence primes. With a background in military engineering, the founding team brings deep domain expertise, positioning Vizgard as a key player in AI‐driven automation for visual intelligence systems. Since the investment was made, the company has already won a Home Office contract and is expecting to win a contract with another party shortly. |
| Inephany (Inephany Limited) | Inephany, is an AI optimisation startup, developing an AI‐powered optimisation platform, which intends to revolutionise how neural networks-including Large Language Models (LLMs)-are trained and fine‐tuned. As generative AI continues to develop, the computing and energy costs of training cutting‐edge models have emerged as a major bottleneck. Inephany addresses this challenge with a novel AI‐driven optimisation system that intelligently controls the training process in real‐time. Compared to traditional approaches that rely on exhaustive trial‐and‐error optimisations, Inephany's technology improves sample efficiency, accelerates training, reduces overall development time, and enhances final model performance ‐ all while reducing computing costs. This development has the potential to unlock scalable, sustainable AI development that is significantly more cost‐effective. |
| Capably (Capably AI Limited) | Capably is an Intelligent Automation platform designed to help businesses delegate work to AI across their organisations. The company's technology merges traditional automation with Agentic AI, enabling reliable, scalable, and autonomous execution of complex tasks without the steep learning curve typically associated with legacy automation tools. |
| Literal Labs (Mignon Technologies Limited) | Literal Labs is developing a new generation of logic‐based AI models that are significantly faster, more energy efficient and more explainable than conventional neural networks. The new funding will be used to expand its engineering team and accelerate the commercial launch of its first product, targeting applications where performance, energy efficiency, and explainability are critical, such as Edge AI and battery‐powered devices. |
| Inspeq.AI (InspeqIQ) | Thiscompanyisatransformativefull‐stackAIOpsplatformandSVVinvestedalongsideDeltaPartners and a number of other leading investors. The platform is designed for reliable and compliant AI operations in regulated industries such as banking, insurance and healthcare. During the period, the company has onboarded one of the world's largest IT consulting companies and it has active sales engagements with a number of Irish and Middle Eastern banks. It has also opened an R&D office in India. |
| Jentic AI (JenticTechnologyLimited) | Jentic aims to unite the expanding AI agent ecosystem by enabling developers and companies to connect their AI agents to other systems, for the purpose of monitoring and managing large‐scale AI deployments. Jentic is "building the 'integration layer' for AI." This entails enabling developers to hook their AI systems up to the world's APIs easily and securely. |
| Momntum AI (Momntum AI Limited) | This company is pioneering a Customer Relationship Platform powered by its proprietary Relationship Language Model ("RLM") focused on healthcare organisations. Co‐led by SVV and ACT Venture Capital, this investment will support the further development of Momntum's AI infrastructure and the expansion of its omnichannel capabilities. Early indicators show strong traction with an AI success rate exceeding 85% and impressive ROI figures from early clients such as Sisu Clinic and ACTION24. |
| Getvisibility | Details of this investment are covered in the section above. Post period end, Getvisibility was sold to Forcepoint, enabling Mindflair to realise proceeds of £2.6 million for its direct and indirect interests (held via SVV1). |
| Low6 (Low6 Limited) | Low6 is focused on the revenue generative free‐to‐play and affiliate markets in North America with the ambition to be the global leader in fan engagement. A number of partnerships have been established, including the appointment as the National Hockey League("NHL")freetoplayproviderforaperiodof3years,whohavealsoinvestedinLow6. This contract has now been extended for an additional two years. The company has continued to make excellent progress with significant revenue growth to £4.5 million and EBITDA of over £300K for the year to June 2024. This progress has continued into Q1 2025 with the continued generation of revenue and EBITDA. |
| Precog (PolienceLimited) Other | PreCogisasoftwaresolutionthatunderstandsvisitorflow,protectsborders,detectspersonsof interest, and ensures locations are protected from those who wish to cause damage or commit crime. PreCog provides totally unique, scalable, actionable intelligence solution. Customers include top UK and international government security and law enforcement agencies and transport infrastructure organisations. The company is involved in a number of customer deployments. |
| Inephany | a company focused on AI optimisation |
| Capably | an intelligent automation platform |
| Momntum | a company developing fully integrated AI customer relationship platform |
| Literal Labs | a company developing a new class of AI models that are significantly faster, more energy efficient, and more explainable than today's neural networks |
| Statement of Comprehensive Income | |||
| FOR THEYEAR ENDED 31 DECEMBER 2024 | |||
| YearEnded31 December 2024 £000's | Yearended31 December 2023 £000's | ||
| CONTINUING ACTIVITIES | |||
| Income | |||
| Other Income | 4 | 4 | |
| Totalincome | 4 | 4 | |
| Gain / (loss) on investments held at fair value through profit or loss | 3,533 | (2,169) | |
| Operating expenses | (378) | (500) | |
| Operating profit / (loss) from continuing activities | 3,159 | (2,665) | |
| Profit / (loss) before taxation from continuing activities | 3,159 | (2,665) | |
| Taxation | ‐ | ‐ | |
| Profit / (loss) for the year from continuing activities | 3,159 | (2,665) | |
| Other Comprehensive Income | ‐ | ‐ | |
| Total Comprehensive Income attributable to equity holders of the Company | 3,159 | (2,665) | |
| Basic profit / (loss) per share | |||
| Equity holders | |||
| Basic | 1.00p | (1.44p) | |
| Fully diluted | 0.86p | (1.44p) | |
| The accounting policies and notes are an integral part of these financial statements. | |||
| Share Capital | Share Premium | ShareCapital to be issued Reserve | Capital Redemption Reserve | Retained Earnings | Total | |
| £000's | £000's | £000's | £000's | £000's | £000's | |
| Balance at 1 January 2023 | 457 | 8,778 | ‐ | 11,995 | (13,408) | 7,822 |
| Loss and total comprehensive | ||||||
| loss for the year | ‐ | ‐ | ‐ | ‐ | (2,665) | (2,665) |
| Shares to be issued (net of costs) | ‐ | ‐ | 687 | ‐ | ‐ | 687 |
| As at 31 December 2023 | 457 | 8,778 | 687 | 11,995 | (16,073) | 5,844 |
| Profit and total comprehensiveprofit for the year | ‐ | ‐ | ‐ | ‐ | 3,159 | 3,159 |
| Shares issued (net of costs) | 460 | 1,097 | (687) | ‐ | ‐ | 870 |
| Shares to be issued (net of costs) | ‐ | ‐ | 920 | ‐ | ‐ | 920 |
| As at 31 December 2024 | 917 | 9,875 | 920 | 11,995 | (12,914) | 10,793 |
| Statement of Financial Position | |||
| AT 31 DECEMBER 2024 | |||
| 31 December 2024 £000's | 31 December 2023 £000's | ||
| Current assets | |||
| Investments | 11,143 | 6,498 | |
| Trade and other receivables | 467 | 692 | |
| Cash and cash equivalents | 220 | 203 | |
| Total current assets | 11,830 | 7,393 | |
| Totalassets | 11,830 | 7,393 | |
| Equity | |||
| Issued share capital | 917 | 457 | |
| Share premium | 9,875 | 8,778 | |
| Retained earnings | (12,914) | (16,073) | |
| Share capital to be issued reserve | 920 | 687 | |
| Capital redemption reserve | 11,995 | 11,995 | |
| Total equity (Net assets) | 10,793 | 5,844 | |
| Liabilities | |||
| TermLoan | 401 | ‐ | |
| Current liabilities | |||
| Trade and other payables | 152 | 219 | |
| TermLoan | 484 | 1,330 | |
| Total liabilities and current liabilities | 1,037 | 1,549 | |
| Net current assets | 11,194 | 5,844 | |
| Total equity and liabilities | 11,830 | 7,393 | |
| Statement of Cash Flows | ||
| FOR THE YEAR ENDED 31 DECEMBER 2024 | ||
| 2024 £000's | 2023 £000's | |
| Cash flows from operating activities | ||
| Profit/ (loss) for the year | 3,159 | (2,665) |
| Fair value movements in investments | (3,533) | 2,169 |
| Finance income | (4) | (4) |
| Finance cost | 133 | 96 |
| Decrease / (Increase) in receivables | 225 | (319) |
| (Decrease) / Increase in payables and Term Loan interest payable | (512) | 22 |
| Net cash generated / (used) in operating activities | (532) | (701) |
| Cash flows from investing activities | ||
| Payments to acquire investments | (1,112) | (538) |
| Net cash (used) in investing activities | (1,112) | (538) |
| Cash flows from financing activities | ||
| Net Finance cost | (129) | (92) |
| Net proceeds from share capital to be issued/issued in the year | 1,790 | 687 |
| Net cash from financing activities | 1,661 | 595 |
| Net increase / (decrease)in cash and cash equivalents during the year | 17 | (644) |
| Cash and cash equivalents at beginning of year | 203 | 847 |
| Cash and cash equivalents at end of year | 220 | 203 |
| The accounting policies and notes are integral to these financial statements. | ||
| 1. EARNINGS PER SHARE | ||
| 2024 £000's | 2023 £000's | |
| Profit / Loss) attributable to the owners of the Company | ||
| Continuing operations | 3,159 | (2,665) |
| 2024 No. of shares | 2023 No. of shares | |
| Weighted average number of shares for calculating basic profit / (loss) per share | 317,686,595 | 185,458,012 |
| Weighted average number of shares for calculating the fully diluted profit / (loss) per share365,525,879185,458,012 | ||
| 2024 Pence | 2023 Pence | |
| Basic and diluted (loss) per share | ||
| Continuing Operations | ||
| - Basic | 0.994 | (1.44) |
| - Diluted | 0.86 | (1.44) |
| Mindflair plc Nicholas Lee, Director | Tel: +44 (0) 20 3368 8961 |
| Nominated Adviser Cairn Financial Advisers LLP Liam Murray/Ludovico Lazzaretti/James Western | Tel: +44 (0) 20 7213 0880 |
| Joint broker Peterhouse Capital Limited Duncan Vasey/Lucy Williams | Tel: +44 (0) 20 7469 0935 Tel: +44 (0) 20 7469 0936 |
| Joint broker Shard Capital Partners LLP Damon Heath | Tel: +44 (0) 20 7601 6100 |