REG - IntelliAM AI PLC - Final Results
07/07/2025 08:00
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RNS Number : 9656P IntelliAM AI PLC 07 July 2025
7 July 2025
IntelliAM AI Plc
('IntelliAM' or the 'Company')
Final Results
Strong maiden full year results with rapid growth in Annual Recurring Revenue
IntelliAM AI plc (AQSE: INT), the software company leveraging the power of
AI and machine learning in the manufacturing industry, announces its unaudited
financial results for the twelve months ended 31 March 2025 (the 'period').
Audited results are expected to be completed this month.
Highlights
· Successful completion of IPO on the Aquis Exchange, raising gross
proceeds of £5.08m on 3 July 2024
· Successful completion of acquisition of 53 Degrees North Engineering
Ltd ('53DN') for £5.187m on 4 July 2024, and therefore earnings for the
period include 9 months of trading as a Group
· ARR (Annual Recurring Revenue) 1 (#_ftn1) up from £60k to £810k
· For illustrative purposes only, if the acquisition had occurred at
the start of the period, Group results would have been as follows:
o Revenue of £3,920k
o Adjusted EBITDA2 (#_ftn2) loss of £25k
· Actual results for the period, reflecting only 9 months trading as
a Group, are:
o Revenue of £3,213k, split as revenue from the Consulting Division
£2,597k and revenue from Platform and Platform services £617k
o Adjusted EBITDA 2 (#_ftn3) loss £157k
o Adjusted net loss of £136k 3 (#_ftn4)
· Headcount across the Group was 55 at the end of the period.
· Cash at end of the period stood at £2million.
Operational highlights
· Since IPO we have onboarded over 60 enterprise sites to the IntelliAM
platform.
· Signed a letter of intent with SKF, the world's largest bearing and
lubrication systems manufacturer, and have continued to develop our
relationship with them including co-hosting an upcoming conference in
September 2025 for some of the top food and beverage manufacturers to showcase
the future go-to-market approach.
· IntelliAM has strong relationships with top food & beverage
companies, including 5 out of the top 10, and we continue to build our client
base with exciting client wins such as Hovis and a global leader in beverage
alcohol.
· The platform has already demonstrated significant efficiency gains
with one customer improving OEE (Overall Equipment Effectiveness) by 10%
across the entirety of one of its lines.
· We have also demonstrated the ease with which customers can scale the
platform across its network of manufacturing lines with one customer scaling
across 35 production lines in 6 factories in less than 3 months.
· The Group was named as a Lighthouse for AI and received a Digital
Innovation Fund ("DIF") Lighthouse Funding award of £263,000 which was
completed fully and on time during the period.
· Post year end: won first order in the USA for IntelliAM AI platform
services and sensor supplies from a high-quality food manufacturer for three
of its major manufacturing sites and; entered into a formal agreement with
US-based hardware innovator Connection Technology Center Inc ("CTC") to sell
world-class sensory hardware integrated with IntelliAM's AI-powered platform
to US industry.
Outlook
· Having reviewed the progress made in the last financial year, the
Company believes that ARR should grow to £2m in the current year.
· The Company is confident that it has sufficient cash resources to
invest in the business and achieve its financial goals.
· Revenue growth expected to be in the range of 75-90%.
1 (#_ftnref1) Annualised recurring revenue is defined as the monthly
subscription revenue in March 2025 (and September 2024 for H1) multiplied by
12 to illustrate the expected annual revenues at the end of the stated period.
(#_ftnref2)
2 (#_ftnref3) Adjusted EBITDA (Earnings before interest, tax, depreciation
and amortisation) are stated excluding any costs related to the IPO and any
stock based compensation in the period.
3 (#_ftnref4) Adjusted operating profit and net profit is stated before
acquired intangible amortisation, IP amortisation, stock based compensation
and costs related to the IPO.
4 (#_ftnref5) Annualised recurring revenue is defined as the monthly
subscription revenue in March 2025 (and September 2024 for H1) multiplied by
12 to illustrate the expected annual revenues at the end of the stated period.
Chief Executive Officer Tom Clayton said:
"The past financial year has been pivotal for the company. The successful
completion of our IPO, the acquisition of 53 Degrees North Engineering and the
growing adoption of our AI and machine learning platforms by major industrial
players have provided a firm basis for our future growth.
"We continue to build momentum with our AI-driven technology. which is driving
a much enhanced customer proposition which in turn is rapidly growing our
recurring revenue streams. We have a strong pipeline of revenue opportunities,
both domestically and internationally, and we look forward to the period ahead
with confidence."
Enquiries:
IntelliAM AI plc +44 114 299 5007
Tom Clayton, Chief Executive Officer
Daud Khan, Chief Financial Officer
Oberon Capital - AQSE Corporate Adviser and Broker +44 203 179 5300
Adam Pollock
Mike Seabrook
Jessica Cave
Square1 Consulting - Financial PR +44 207 929 5599
David Bick +44 7831 381201
Chairman's Statement
Introduction
I am honoured to have been appointed Chairman of IntelliAM on 1st July 2025,
having joined the Board in May 2025, following the financial year under
review. I would like to begin by thanking my predecessor, Mr. D Richards, for
his service. He chaired the Board through the 2024/25 financial year and
stepped down on 1(st) July as per the announcement made in January.
This annual report reflects a period during which the company accomplished a
huge amount including the successful IPO in July 2024, the acquisition of 53
Degrees North Engineering and the delivery of its early strategic goals.
As the incoming Chairman, I have been impressed by the resilience of the
business, the clarity of its strategic direction, and the depth of expertise
across the Board and executive team. My immediate priority has been to support
a smooth transition while engaging with stakeholders to ensure continued
alignment with our long term objectives.
A Year of Exceptional Growth
Financial year ending 31(st) March 2025 (FY25) was a landmark year. Annual
Recurring Revenue (ARR) 4 (#_ftn5) increased by more than 400% as at the end
of H1 2025 and the year end 31(st) March 2025, a testament to the growing
demand for our AI-driven machine learning platform across the manufacturing
and engineering sectors. We saw particularly strong traction in the UK FMCG
sector, underpinned by our strategic "land and expand" approach, enabling
customers to start quickly and deepen their engagement as their operational
needs evolve.
This scalable model is allowing us to convert early wins into long-term
partnerships, driving consistent growth in recurring revenue.
Looking Ahead
As we move into financial year 2026 (ending 31(st) March 2026), our outlook
remains positive. We are focused on scaling our presence both domestically and
internationally. Our international strategy will be partner-led - a
capital-efficient route to global expansion that leverages trusted local
players. We have already announced our first US customer and have announced a
strategic hardware partner in the US, Connection Technology Center Inc (CTC)
that will help to accelerate our growth in H2.
The Board expects continued strong growth in FY26, including more than
doubling ARR, particular as we leverage new partnerships in H2. With a robust
customer pipeline and increasing product depth, we believe IntelliAM is
well-positioned to continue delivering exceptional shareholder value.
Tribute to Dame Julie Kenny DBE DL
It is with deep sadness that I reflect on the passing of Dame Julie Kenny DBE
DL, our esteemed Non-Executive Director, on 21 February 2025.
Dame Julie was a vital member of the IntelliAM Board. Her contribution to
IntelliAM was immeasurable - offering insight, wisdom, and a steady hand
during pivotal moments. Julie was a pioneering business leader, a passionate
public servant, and a tireless champion for South Yorkshire. She inspired
everyone around her with her strength, grace, and vision. The loss of Dame
Julie is deeply felt across the IntelliAM community and beyond.
Keith R Harris
Chairman
Chief Executive Officer's Statement
Introduction
The past year has been one of substantial growth for IntelliAM Plc, marked by
several milestones that have set the stage for continued success in the years
ahead. From completing our IPO and raising £5.08m in capital to experiencing
a remarkable increase in Annual Recurring Revenue (ARR), we have positioned
the company to not only lead the AI-driven manufacturing sector but to
continue transforming it with innovative solutions.
Review of the FY25 Performance
We have made significant strides in our mission to revolutionize asset
management within manufacturing. Key highlights of the year include:
A 400% growth in ARR from H1 to H2, showing the increasing value of our
platform to customers.
Successful market expansion, particularly in the FMCG sector, leveraging the
strong relationships established by our consulting division.
The integration of 53 Degrees North Engineering Ltd, which bolstered our
technical expertise and strengthened our position in the market.
Strategic Vision and Market Expansion
Looking forward, our strategy remains focused on maintaining strong growth
through continued innovation and expansion. We are committed to scaling both
in the UK and internationally. Our international strategy will be driven by
forming strategic partnerships in select markets, allowing us to scale without
overstretching our resources. In the UK, we will continue to focus on FMCG
while also expanding into additional sectors.
Post year end 31 March 2025 we entered into a formal agreement with US based
hardware innovator Connection Technology Center Inc ("CTC") deepening our
collaborative partnership to co-develop cutting edge dual branded industrial
sensing solutions.
We also remain committed to enhancing our platform. Our approach to machine
learning and data collection, which supports industries from industrial
manufacturing to FMCG, remains one of the key differentiators for IntelliAM.
We believe that our flexibility in working with various data sources, combined
with our deep industry expertise, is what sets us apart from competitors.
Financial Highlights
Financially, IntelliAM is in a strong position. Our IPO in July 2024 raised
£5.08m, which has been crucial in supporting our operations and product
development. The continued expansion of our ARR, from £151k at the end of the
first half to £810k by year end, demonstrates the growing demand for our
platform and validates our long-term strategy.
In the first year of business, the Group reported a £157k loss in adjusted
EBITDA due to accelerated hiring and increased investment in our platform. We
believe that these investments will drive future growth. With a robust cash
position, we are confident that we can sustain our operations while continuing
to build out our machine learning platform.
Product Development and Innovation
At the heart of IntelliAM's success is our platform. This year, we have made
significant progress in enhancing its capabilities. Through our six-stage
machine learning journey that supports customers scale AI through their
factories, we have already seen substantial improvements in predictive
maintenance, operational and machine efficiency, and customer satisfaction.
Our platform's unique interoperable nature nature allows it to integrate with
a wide variety of hardware and data sources and ensures that we are not
limited by hardware constraints. This, combined with the expertise from our
consulting division, allows us to provide deeper insights, which are driving
greater reliability and operational efficiency for our customers.
Looking ahead, we will continue to evolve our platform, focusing on deeper
machine learning models and broader capabilities. This includes the
development of predictive AI agents and a customer library within Stage
4, which will be seamlessly integrated with the machine learning outputs
from Stage 3. This integration will significantly enhance performance and
efficiency in site predictability and internal communications. As a result,
customers will benefit from an enriched experience while using the IntelliAM
platform. By leveraging advanced AI tools throughout the entire process, the
platform will continue to self-learn, becoming increasingly powerful for
users. This ongoing improvement will not only enhance the customer experience
but also support the company's growth and help maintain a low churn rate.
Customer Growth and Success
In terms of customer growth, we have made great strides. The "land and expand"
strategy, which starts customers with automated data collection and
condition-based monitoring (Stage 3), has proven successful. As customers
progress through the stages of our platform, from Stage 3 to Stage 4 and
beyond, we have seen the value we deliver grow substantially.
Additionally, we have secured several key customer wins in the FMCG sector,
strengthening our position in the market. Partnerships with some of the
world's largest food and beverage companies have been critical to our growth.
In July 2024 we announced that we had been named as a Lighthouse for AI and
given a Digital Innovation Fund ("DIF") Lighthouse Funding award of c£263,000
for which we successfully delivered a project into the application of AI in
lubrication analysis.
In August 2024 we announced a significant extension to a contract with a
global leader in beverage alcohol, valued at a minimum of £100,000 over two
years.
In September 2024, we announced a contract with Hovis which saw all
manufacturing sites linked to project services and key sites linked to the
IntelliAM platform.
In December 2024, we signed a letter of intent with SKF, the world's largest
bearing and lubrication systems manufacturer. This is a precursor to a
partnership agreement for the provision of IntelliAM's machine learning
platform and SKF AI-ready products. The IntelliAM platform will link future
SKF products for AI insights and optimised machine performance, helped by
linking in contextualised machine and process data. We are holding a joint
conference in September for some of the largest global food and beverage
companies to showcase our joint plans and future go-to-market initiative
Leadership and Team Development
As we continue to scale, our team remains our greatest asset. Over the last
year, we have hired exceptional talent to support our growth, and we are
particularly proud of our technical team's ability to innovate and drive the
development of our platform. We are also investing in leadership development,
ensuring that we are well-equipped to meet the demands of a rapidly evolving
industry.
Outlook and Future Plans
Looking ahead, our outlook is optimistic. We are confident in our ability to
continue delivering value to our customers and scaling our platform. With our
strong cash position and the expertise within our team, we are excited about
the future.
As we move into FY26, we expect our ARR to more than double, driven by the
continued expansion of our customer base and product development. We will also
focus on strengthening our international presence through strategic
partnerships and further investment in our platform.
Risks
As a fast-growing company operating in a newly defined and evolving space, we
face natural business risks including client decision uncertainty,
macroeconomic and political factors, and changing regulatory landscapes.
Navigating these requires us to remain nimble, responsive to emerging
concerns, and focused on prudent management. We recognise these challenges as
part of our growth journey and are committed to maintaining a disciplined
approach to risk while pursuing our strategic objectives.
Conclusion
I would like to take this opportunity to thank the entire team at IntelliAM
for their hard work and dedication over the past year. Our progress has been
remarkable, and I am excited for what lies ahead as we continue to build on
our success and transform the manufacturing sector with AI-driven solutions
Future Developments
Looking ahead, IntelliAM remains focused on:
· Expanding Market Reach: Both within the UK and
internationally, particularly by leveraging strategic partnerships in key
sectors.
· Continued Product Development: Improving the IntelliAM
platform with cutting-edge AI features and predictive maintenance
capabilities.
· Strengthening Operational Capabilities: Scaling the
workforce and enhancing internal processes to support the growing business.
The Group's international strategy in the short to medium term is centred on
establishing partnerships across Europe and the USA. These regions present
compelling opportunities to extend the Group's predictive AI solutions within
established customer and supplier networks. This financial year, the focus is
on implementing and scaling Stage 3 predictive AI with key partners to
strengthen operational and predictive maintenance capabilities, setting the
foundation for a more aggressive international expansion in the subsequent
phases.
Employee Engagement and Development
IntelliAM is dedicated to creating an inclusive and engaging workplace. Our
focus on continuous learning, competitive compensation, and promoting employee
wellness helps maintain a motivated and productive team.
Chief Financial Officer's Report
Introduction
This report provides an overview of the financial performance of IntelliAM for
the year ending 31 March 2025. It outlines the key financial highlights,
performance against expectations, and the company's approach to managing
financial risks and resources. The results reflect the successful execution of
our business strategy, which has focused on scaling our operations, expanding
the customer base, and investing in product development to drive future
growth.
Financial Performance Overview
Revenue
Total revenue for the year was £3.2m. On a pro-forma basis, assuming that 53
Degrees North Engineering had been acquired at the beginning of the period,
revenue was £3.9m, representing growth of 40% compared to the revenue in the
prior period on a similar basis. This growth was primarily driven by an
increase in Annual Recurring Revenue (ARR), which saw an exceptional rise from
£151k in H1 to £810k in H2, driven by the expansion of our customer base and
the successful adoption of our platform by key industries.
2025
Group
£
Consulting revenue 2,597,081
Platform services 140,879
Platform recurring revenue 185,815
Other Income 263,804
Royalty fees 26,187
3,213,766
The revenue breakdown above illustrates the performance of the various areas
of the business. Revenue linked to IntelliAM was £617k, including £264k
linked to an AI research project into the application of AI in lubrication
analysis. As noted above ARR (defined as the annual subscription value of
contracts in place at the year end) was £810k. This sharp increase in H2 was
due to the Group's strategy of land and expand which leveraged consulting
contracts to onBoard customers to Stage 3 of the IntelliAM platform providing
enhanced Conditioned Based Monitoring (CBM) using automated collection and
analysis of data from manufacturing lines. This initiative proved hugely
successful and positions IntelliAM for further growth within accounts.
Royalty revenue was a mechanism for subscription revenue to pass to IntelliAM
from 53 Degrees North, linked to IP owned by IntelliAM. After the acquisition,
and from 1(st) October, the agreement moved to a royalty free relationship
allowing 53 Degrees North to sell IntelliAM products.
Gross Profit
Gross profit for the year stood at £1.5m, resulting in a gross margin of
47%. Gross margin is dependent on business mix. The consulting division is
mainly based on time and materials but also includes the provision of hardware
at the request of customers. IntelliAM services are generally fixed priced
projects and IntelliAM subscription products are generally higher margin with
costs of sales linked to the provision of cloud infrastructure.
Operating Expenses
Operating expenses totalled £2.44m, with the main areas of expenditure being
in payroll, as we continued to scale operations and invest in R&D,
marketing to drive customer acquisition.
Adjusted operating expenses were £1.7m, when excluding share based payments,
IPO exceptional costs and amortisation of acquired intangibles and IP.
Adjusted EBITDA
The company recorded an adjusted EBITDA loss of £157k for the period, which
was in line with the Board's expectations. The loss was primarily driven by
accelerated investments in technology development and team expansion in the
second half of the financial year, setting a strong foundation for future
profitability. On an unaudited pro-forma basis adjusted EBITDA loss reduces to
£25.0k.
Net Profit/Loss
The Group recorded a net loss of £823k for the year. This is reflective of
the successful Aquis listing in July as well as the planned strategic
investments that were necessary for the long-term growth of the business,
including the investment in talent.
Excluding exceptional costs, share based payments and amortisation of acquired
intangibles, the adjusted net loss was £136.4k. On a pro-forma basis, the
adjusted net loss would have been £44.5k.
FY25 Pro-forma FY 25
Revenue 3,213,766 3,920,506
Cost of Sales -1,704,886 -2,085,872
Gross Profit 1,508,880 1,834,634
Operating Expenses (2,436,755) (2,666,654)
Share based payments (39,005) (39,005)
Amortisation of acquired intangibles and IP (437,922) (437,922)
Exceptional costs (278,810) (309,046)
Adjusted Operating Expenses (1,681,018) (1,880,681)
Adjusted Operating Losss (172,138) (46,047)
Depreciation 14,967 21,069
Amortisation of financing arrangements 3,183
Adjusted EBITDA (153,988) (21,795)
Adjusted Operating loss (172,138) (46,047)
Net Interest (22,829) (26,323)
Adjusted Loss before tax (194,967) (72,371)
Tax on adjusted loss 58,493 27,844
Adjusted Net Loss (136,474) (44,527)
Adjusted Loss per share
Basic shares 17,638,992 17,638,992
Basic adjusted loss per share (p) (0.77) (0.25)
The Group reported a Loss per share of 4.67p and on an adjusted basis a loss
of 0.77p.
On a pro-forma basis the loss per share would have been 0.25p.
Balance Sheet and Financial Position
Capitalisation of development costs
Investing in our Platform is critical to sustaining our competitive advantage
and delivering against our product roadmap and customer needs. During the
period we capitalised £549k of development expenditure which will benefit the
company in the years to come. These costs are amortised over 3 years.
Trade and other receivables
Trade debtors at the end of the period stood at £1.1m. Our customers
generally pay on 60 day standard terms. Aged debt is carefully monitored and
pursued. With the majority of customers being large national or international
brands, we believe that collectability even on aged debt is high.
Borrowings and deferred payments
At the end of the period, loans outstanding stood at £260k with £69k due
within one year.
Amounts owed for the purchase of 53 Degrees North Engineering Stood at
£1.43m. 53 Degrees North was acquired for £5.19m, over which 50% was paid
with shares in IntelliAM, and the balance was due to be paid in cash over a 2
or 3 year period. The amounts owed become interest bearing if the company
executes its option to extend payment. The Group believes it has sufficient
financial flexibility to ensure the terms of the sale agreement are adhered
to.
Cash Flow and Liquidity
The cash position at the end of the year was £1.97m. We have sufficient
liquidity to support ongoing operations, including investments in product
development and expansion.
Capital Raise from IPO
In July 2024, we successfully completed our IPO, raising £5.08m. These funds
have been used to strengthen our balance sheet, support product development,
and scale the business to meet the growing demand for our platform.
Financial Risk Management
Overview of Financial Risks
As part of our risk management framework, IntelliAM continually monitors
financial risks, including liquidity risk, currency risk, credit risk, and
interest rate risk. We have in place processes to mitigate these risks
through.
· Liquidity Risk: The company has maintained a strong cash
position, supported by the IPO proceeds, to ensure we can meet operational
needs and growth plans.
· Credit Risk: We manage credit risk by maintaining strong
relationships with customers, and continually monitoring aged debt.
· Foreign Exchange Risk: As the Company expands into international
markets, we will continue to monitor any exposure to foreign exchange
fluctuations, especially in Europe and the USA.
Capital Allocation and Investment Strategy
We have made substantial investments in product development, R&D, talent
acquisition during the year, which we believe are essential for the long-term
success of the business. Moving forward, the company will continue to focus on
high-return investments in technology and customer acquisition, while
maintaining a balanced approach to capital management.
Conclusion
The financial year ending 31 March 2025 has been one of significant growth and
strategic investment for IntelliAM. The Company is in a strong financial
position to support its growth trajectory, backed by a solid customer base, a
growing pipeline of recurring revenue, and a strong balance sheet supported by
IPO proceeds. As we move into FY26, we are well-positioned to continue
delivering strong growth and value for our shareholders.
The ongoing focus will be on scaling our platform, increasing customer
adoption, and ensuring financial discipline as we continue to invest in the
business.
Directors' Report
The Directors present their report with the financial statements of IntelliAM
for the year ended 31 March 2025. This is the second financial year since the
incorporation of IntelliAM and the first year when the company is preparing
consolidated financial statements, and the report outlines the key business
activities and financial performance during the year.
Principal Activities
The principal activity of IntelliAM during the year under review was the
provision of machine learning software and services via the IntelliAM platform
as well as consulting services related to asset management for the
manufacturing industry. The Company operates primarily in the manufacturing
industry, providing innovative solutions to leverage machine data and optimize
asset performance.
The Company is focused on helping manufacturing organizations transform their
operations by harnessing the power of AI and machine learning. Through the
Group's six-stage journey, IntelliAM's platform enables businesses to optimize
maintenance practices, improve productivity, and reduce operational costs.
Through its services division, the company aims to provide asset management
reliability services as well as project based services focussed on specialised
aspects of the manufacturing process.
Review of the Business
The business has experienced significant growth during the year, marked by
several key milestones:
IPO Completion: In FY25, IntelliAM successfully completed its Initial Public
Offering (IPO) on the Aquis Stock Exchange in July 2024, raising £5.08m in
gross proceeds, which significantly strengthened its financial position and
provided capital to support continued growth and product development.
Revenue Growth: The Company achieved a total consolidated revenue of £3.2m,
in line with the Board's range of expectations. The growth in Annual Recurring
Revenue (ARR) from £151k in H1 2025 to £810k in H2 was a key achievement
during the year.
Customer Expansion: We continued to expand our customer base, particularly
within FMCG and manufacturing sectors, and deepened relationships with key
clients.
The acquisition of 53 Degrees North Engineering Ltd added significant
technical capabilities, which enhanced our offering and enabled us to provide
greater value to our customers.
Key Developments in the Year
Successful IPO: The successful IPO in July 2024 raised £5.08m, providing
necessary capital to fund the Group's operations and scale our platform.
Product Development: Significant progress was made in enhancing the platform's
capabilities, especially in predictive maintenance, operational optimization,
and network improvement, further solidifying IntelliAM's market position.
Strategic Partnerships: The Group formed key partnerships with leading FMCG
companies, resulting in increased market penetration and further customer
acquisition. During the period we signed a letter of intent with SKF, the
world's largest bearing and lubrication company as a precursor to a formal
partnership agreement. In the current financial year we are planning a joint
conference to present to some of the largest food and beverage companies to
showcase our product development and our future joint go to market
initiatives.
Post year end (31 March 2025) we entered into a formal agreement with US based
hardware innovator Connection Technology Center Inc ("CTC") deepening our
collaborative partnership to co-develop cutting edge dual branded industrial
sensing solutions.
Passing Of Dame Julie Kenny
It is with deep regret that the Directors of IntelliAM reported the passing
of Dame Julie Kenny DBE DL, a non-executive director of the Company, on 21
February 2025 following a short illness.
Dame Julie was an accomplished entrepreneur and a highly respected business
leader. She made significant contributions to the Company's Board and provided
valuable insights that were instrumental in guiding the Company's strategy.
Her service to both business and the public sector, particularly in South
Yorkshire, has left a lasting impact.
Going Concern
The Directors have assessed the Group and Company's ability to continue as a
going concern. The Company raised £5.08m in its IPO during FY25,
significantly strengthening its financial position. The Directors are
confident that, based on the available cash reserves and projected future
revenues, assessment of potential downside scenarios the Group and Company
will have adequate resources to continue operations for the foreseeable
future. Consequently, the Directors have prepared the financial statements on
a going concern basis.
Financial Performance and Results
The Company reported total consolidated revenue of £3.2m, in line with
management expectations. The Group incurred an adjusted EBITDA loss of £157k,
primarily due to accelerated hiring and investment in platform development.
These investments were necessary to ensure continued growth and to strengthen
the Company's position in the market.
A detailed analysis of the Group's financial performance is provided in the
Chief Financial Officer's Report.
Financial Risk Management
The Board is responsible for overseeing the financial risk management policies
of the Company, ensuring that financial risks are identified and managed
appropriately. IntelliAM faces several key financial risks, including
liquidity risk, currency risk, and interest rate risk, which are managed in
line with the Company's overall risk management framework.
Liquidity Risk:
The Company has an overdraft facility to ensure sufficient liquidity to meet
its operational requirements. This facility provides flexibility in managing
short-term cash flow needs.
Currency Risk:
As the Company incurs some expenses in USD (such as costs related to
international suppliers or services), it is exposed to fluctuations in
currency exchange rates. These expenses are translated at the time of the
transaction, and the Board regularly reviews the exposure to ensure that the
Company can manage any material impact on its financial performance.
Interest Rate Risk:
The Company places excess funds in higher interest-bearing accounts to
generate returns on its surplus cash. This approach is designed to minimize
interest rate risk, ensuring that the Company benefits from higher returns on
funds held while managing any potential impact from interest rate
fluctuations. The Board monitors interest rate exposures regularly and adjusts
the Company's investment strategies as needed.
Corporate Governance Statement
IntelliAM is committed to maintaining high standards of corporate governance,
ensuring transparency and accountability to its shareholders and stakeholders.
The Company adheres to the Quoted Companies Alliance (QCA) Corporate
Governance Code for small and mid-size quoted companies, which provides a
framework for good governance practices that suit the size and nature of
IntelliAM's operations.
The Board ensures that the principles of the QCA Code are applied effectively,
with an emphasis on strong leadership, effective risk management, and the
protection of shareholder interests. The details of our governance framework,
including the composition and responsibilities of the Board, and how we apply
the QCA principles, can be found on the Company's website
at https://intelliam.ai/about/corporate-governance/
(https://intelliam.ai/about/corporate-governance/) .
We believe that good governance is integral to the long-term success of the
Company and are committed to continuously reviewing and enhancing our
practices to ensure alignment with best practices.
Directors
The Directors who held office during the year and up to the date of signing of
the financial statements were as follows:
Tom Clayton (Appointed 10 July 2023)
Keith Smith (Appointed 10 July 2023)
David Richards (Appointed 10 July 2023, resigned 1(st) July 2025 as planned
at the IPO)
Keith Ridgway (Appointed 12 December 2023)
Dame Julie Kenny (Appointed 21 February 2024, sadly passed away on 21
February 2025)
Hafeez Daud Khan (Appointed 23 November 2023, Company Secretary)
Keith Reginald Harris (Appointed 2 May 2025 post period end)
Directors' Interests
The interest held in shares of the Company by the Directors at the end of the
financial year was as follows:
No. of shares held % Holding
David Richards* 1,385,695* 7.20
Tom Clayton *4,731,330 24.72
Hafeez Daud Khan 600,436 3.13
Keith Smith 1,955,904 10.22
Dame Julie Kenny 756,875 3.95
*David Richards holds a 40% beneficial interest in YAIL LLP, which owns
3,446,383 ordinary shares and holds 7,142 shares directly. Tom Clayton has an
indirect interest of 21,902 shares.
Directors' interests in share options
Grant Date No. of share options granted Option price(p) Date first Exercisable* Expiry Date
Tom Clayton 4/7/24 100,000 94 4/7/25 4/7/34
Hafeez D Khan 4/7/24 85,000 94 4/7/25 4/7/34
Keith Smith 4/7/24 85,000 94 4/7/25 4/7/34
Keith Ridgway 7/6/24 80,000 18.486 7/6/25 7/6/34
Options vest over 3 years with a third of the total vesting each year.
Substantial Shareholders
As at 31 March 2025, the Company had received notification of substantial
interests in its shares from:
Gresham House Asset Management Ltd: 23.5%
Charitable and Political Donations
The Company did not make any charitable or political donations during the year
ended 31 March 2025.
Indemnity of Directors and Officers
The Company maintains Directors' and Officers' Liability Insurance for the
benefit of its Directors and officers. In addition, the Directors and officers
are indemnified by the Company, to the fullest extent permitted by law,
against liabilities incurred in the course of performing their duties,
including the costs of defending civil or criminal proceedings, subject to
certain exceptions as outlined in the Company's Articles of Association.
Employees
The average number of employees during the year was 29, with the total cost
of employees amounting to £1,956,944 including share based payments. Further
details are provided in Note 7 to the financial statements.
The Company is committed to providing equal opportunities for all its
employees and applicants, and it follows an inclusive recruitment process. The
Company actively encourages applications from disabled candidates and takes
all reasonable steps to ensure that disabled employees are treated fairly and
given equal opportunities to develop within the organization. Reasonable
adjustments are made to the work environment to support employees with
disabilities, and we provide appropriate training to staff to promote
inclusivity and awareness.
Post-Balance Sheet Events
Leadership Transition: As announced in January 2025, David Richards stepped
down as Chairman of the Company effective 1st July 2025. We are grateful for
his leadership and significant contribution to IntelliAM.
Director Appointment: On 2nd May 2025, Keith Reginald Harris was appointed a
Director of the Company. At the time of his appointment, he holds no
beneficial interest in the Company's shares. Keith served as the Head of the
Remuneration Committee until he took up the Chairman post on 1(st) July and
was awarded 64,000 share options at an exercise price of 0.5p.
Future Developments
The Company's strategy for the coming year focuses on:
Continued product development, particularly enhancing the machine learning
platform to meet the increasing demands of our customers.
Expansion into new markets, both within the UK and internationally, through
strategic partnerships.
Leadership development and governance changes, ensuring that the Company
remains well-positioned to execute on its strategy and meet the expectations
of its stakeholders.
Statement of Directors' Responsibilities
The directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with the United Kingdom Accounting
Standards (Generally Accepted Accounting Practice), including FRS 102 The
Financial Reporting Standard applicable in the UK and Republic of Ireland.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and accounting estimates that are reasonable and prudent;
• State whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements; and;
• Prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's transactions and disclose with
reasonable accuracy at any time the financial position of the Group and enable
them to ensure that the financial statements comply with the Companies Act
2006.
They are also responsible for safeguarding the assets of the Group and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
Statement of Disclosure to Auditors
So far as each director is aware, there is no relevant audit information of
which the Company's auditors are unaware. The directors have taken all the
steps they ought to have taken to make themselves aware of any relevant audit
information and to establish that the Company's auditors are aware of that
information.
Consolidated Statement of Comprehensive Income
12 months
2025
Group
Note £
Turnover 4 3,213,766
Cost of sales (1,704,886)
Gross profit 1,508,880
Distribution costs (49,969)
Administrative expenses (2,107,976)
Exceptional costs (278,810)
Operating loss 5 (927,875)
Share based payments 39,005
Amortisation of acquired intangibles, IP, and other 437,922
Exceptional costs 278,810
Operating loss before share based payment, amortisation of acquired (172,138)
intangibles, IP and exceptional costs
Other interest receivable and similar income 9 721
Interest payable and similar expenses 10 (23,550)
Loss before taxation (950,704)
Tax on loss 11 127,600
Loss for the financial year and total comprehensive income (823,104)
All the activities of the group are from continuing operations.
Consolidated Statement of Financial Position
12 months
31/03/2025
Group
£
Fixed assets
Intangible assets 5,048,038
Tangible assets 489,367
5,537,405
Current assets
Stocks 113,018
Debtors 1,111,922
Cash at bank and in hand 1,967,233
3,192,173
Creditors: amounts falling due within one year 1,528,384
Net current assets/(liabilities) 1,663,789
Total assets less current liabilities 7,201,194
Creditors: amounts falling due after more than one year 907,885
Provisions of deferred tax (184,945)
Net assets 6,478,254
Capital and reserves
Called up share capital 95,708
Share premium account 4,452,850
Merger Relief 2,579,704
Other reserves 258,831
Equity based payment reserve 39,005
Profit and loss account (947,844)
Shareholders funds 6,478,254
Consolidated Statement of Changes in Equity
Called up share capital Share premium account Other reserves Merger Reserve Share based payment reserve Profit and loss account Total
£ £ £ £ £ £ £
At 10 July 2023 - - - - - - -
Loss for the year (as previously stated) (198,462) (198,462)
Restatement 73,722 73,722
Loss for the year (restated) - - - - - (124,740) (124,740)
Total comprehensive income for the year - - - (124,740) (124,740)
Issue of shares 313,723 181,266 - - - - 494,989
Total investments by and distributions to owners 313,723 181,266 - - - - 494,989
At 31 March 2024 313,723 181,266 - - - (124,740) 370,249
Loss for the year (823,104) (823,104)
Total comprehensive loss for the year - - - (823,104) (823,104)
Issue of shares 40,817 5,052,968 2,579,704 - 7,673,489
Issue of bonus shares (41,169) - - - (41,169)
Other movements (217,663) 258,831 41,168
IPO costs charged to share premium - (781,384) - - (781,384)
Equity-settled share-based payments - - - 39,005 39,005
Total investments by and distributions to owners (218,015) 4,271,584 258,831 2,579,704 39,005 - 6,931,109
At 31 March 2025 95,708 4,452,850 258,831 2,579,704 39,005 (947,844) 6,478,254
2025
£
Cash flows from operating activities
Loss for the financial year (823,104)
Adjustments for:
Depreciation of tangible assets 14,976
Amortisation of intangible assets 437,923
Other interest receivable and similar income (721)
Interest payable and similar expenses 23,550
Provision for doubtful debts 1,305
Equity-settled share-based payments 39,005
Tax Expense (127,600)
Operating cashflow before movements in working capital (434,666)
Changes in:
Increase in Stocks (106,919)
Increase in trade and other receivables (326,996)
Decrease in trade and other creditors 295,266
Cash generated from operations (573,315)
Interest paid (23,550)
Interest received 282
Tax paid (105,710)
Net cash from/(used in) operating activities (702,293)
Cash flows from investing activities
Additions to intangible assets (553,706)
Purchase of tangible assets (49,526)
Transaction costs related to acquisition (60,524)
Acquisition of subsidiaries (1,164,873)
Acquired cash 177,566
Net cash used in investing activities (1,651,063)
Cash flows from financing activities
Proceeds from issue of ordinary shares 5,044,989
Share issue costs paid (781,384)
Repayment of borrowings (33,693)
Net cash from financing activities 4,229,912
Net increase in cash and cash equivalents 1,876,556
Cash and cash equivalents at beginning of year 90,677
Cash and cash equivalents at end of year 1,967,233
Notes to the Financial Statements
1. General information
Intelliam AI PLC ("the company") is a public limited company domiciled and
incorporated in England and Wales. The registered office is 53 North House, 8
Caxton Way, Dinnington, Sheffield, South Yorkshire, S25 3QE.
The group consists of IntelliAM AI PLC and all of its subsidiaries.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The
Financial Reporting Standard applicable in the UK and the Republic of Ireland'
and the requirements of the Companies Act 2006.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as
modified by the revaluation of certain financial assets and liabilities and
investment properties measured at fair value through profit or loss.
For the year ending 31 March 2025, the company has prepared its first
consolidated financial statements inclusive of 53 degrees North Engineering
acquired in July 2024 therefore there is no comparative consolidated numbers
requiring disclosure.
The financial statements are prepared in sterling, which is the functional
currency of the entity.
Consolidation
The financial statements consolidate the financial statements of IntelliAM AI
PLC and all of its subsidiary undertakings.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used
by other members of the group. All intra-group transactions, balances and
unrealised gains on transactions between group companies are eliminated on
consolidation. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred.
The results of subsidiaries acquired or disposed of during the year are
included from or to the date that control passes.
Judgements and key sources of estimation uncertainty
In the application of the group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates. These estimated and assumptions
include
* The volatility and forfeiture rates used in calculating the cost associated
with the share based payments.
* The Purchase Price Allocation (PPA) on the business combination of 53
Degrees North Engineering Ltd which is a complex accounting area subject to
key estimates and judgments mainly in relation to completeness intangible
assets and fair valuation of assets and liabilities acquired.
* The discount rate and useful economic life (UEL) when valuing customer
relationships within the PPA exercise.
* The assumptions applied when determining the qualifying costs for
development cost capitalisation and whether the costs are expected to be
recoverable.
* Consulting revenue includes work in progress, which involves estimates and
judgements and affects revenue recognised in the period.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised where the revision affects only that period, or in the
period of the revision and future periods where the revision affects both
current and future periods.
Directors' have made estimates and judgments with regards to above listed
areas which are based on their best estimations made under FRS 102.
Revenue recognition
Turnover is measured at the fair value of the consideration received or
receivable for goods supplied and services rendered, net of discounts and
Value Added Tax.
Revenue from the sale of goods is recognised when the significant risks and
rewards of ownership have transferred to the buyer (usually on despatch of the
goods); the amount of revenue can be measured reliably; it is probable that
the associated economic benefits will flow to the entity; and the costs
incurred or to be incurred in respect of the transactions can be measured
reliably.
The Company's revenue streams for the current period include the following:
Platform Services
The Group provides a platform setup service that includes the delivery of
hardware and related engineering consulting services. Revenue from services is
recognised at the point in time when the services are delivered, reflecting
the transfer of control of the setup and completion of the performance
obligations under the contract.
Platform recurring revenue
The Group generates recurring revenue from customers subscribing to its
machine learning platform. Subscription fees are typically charged on a
monthly or annual basis for access to the platform's features and
functionality. Revenue is recognised over time on a straight-line basis over
the subscription period, reflecting the continuous transfer of services to the
customer. This approach is consistent with standard Software-as-a-Service
(SaaS) revenue recognition practices, whereby access to the platform
represents a series of distinct services provided evenly over the contract
term.
Royalty Fees
Royalty fees are invoiced quarterly and recognised as revenue in line with the
point at which the licensor has made the sales to third parties, as this
represents the point at which the income becomes receivable. During the
period, royalty fees were received only from 53 Degrees North Ltd., which
licensed the intellectual property (IP) of IntelliAM AI Plc to sell software
to customers. After 30(th) September 53 Degrees North Ltd continued to license
the IP on a royalty free basis.
Other revenue
Other revenue is linked to revenue not categorised by the above definitions.
In FY25 this was linked to grant income. Revenue was recognised on invoicing
which followed strict guidelines for deliverables.
Consulting services
The Group provides engineering consulting services on a contracted or project
basis with associated hardware and training services. Revenue from contracts
for the provision of professional services is recognised by reference to the
stage of completion when the stage of completion, costs incurred and costs to
complete can be estimated reliably. The stage of completion is calculated by
comparing costs incurred, mainly in relation to contractual hourly staff rates
and materials, as a proportion of total costs. Where the outcome cannot be
estimated reliably, revenue is recognised only to the extent of the expenses
recognised that it is probable will be recovered.
Income tax
The taxation expense represents the aggregate amount of current and deferred
tax recognised in the reporting period. Tax is recognised in profit or loss,
except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, tax is recognised in
other comprehensive income or directly in equity, respectively.
Current tax is recognised on taxable profit for the current and past periods.
Current tax is measured at the amounts of tax expected to pay or recover using
the tax rates and laws that have been enacted or substantively enacted at the
reporting date.
Deferred tax is recognised in respect of all timing differences at the
reporting date. Unrelieved tax losses and other deferred tax assets are
recognised to the extent that it is probable that they will be recovered
against the reversal of deferred tax liabilities or other future taxable
profits. Deferred tax is measured using the tax rates and laws that have been
enacted or substantively enacted by the reporting date that are expected to
apply to the reversal of the timing difference.
Operating leases
Lease payments are recognised as an expense over the lease term on a
straight-line basis. The aggregate benefit of lease incentives is recognised
as a reduction to expense over the lease term, on a straight-line basis.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost
of the acquisition over the company's interest in the net amount of the
identifiable assets, liabilities and contingent liabilities of the acquired
business.
Goodwill is measured at cost less accumulated amortisation and accumulated
impairment losses. It is amortised on a straight-line basis over its useful
life. Where a reliable estimate of the useful life of goodwill or intangible
assets cannot be made, the life is presumed not to exceed ten years.
For the purposes of impairment testing, goodwill is allocated to the
cash-generating units expected to benefit from the acquisition.
Cash-generating units to which goodwill has been allocated are tested for
impairment at least annually, or more frequently when there is an indication
that the unit may be impaired. If the recoverable amount of the
cash-generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in the unit.
Intangible assets other than goodwill
Intangible assets are initially recorded at cost, and are subsequently stated
at cost less any accumulated amortisation and impairment losses. Any
intangible assets carried at revalued amounts, are recorded at the fair value
at the date of revaluation, as determined by reference to an active market,
less any subsequent accumulated amortisation and subsequent accumulated
impairment losses.
Intangible assets acquired as part of a business combination are only
recognised separately from goodwill when they arise from contractual or other
legal rights, are separable, the expected future economic benefits are
probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its
estimated residual value, over the useful life of that asset as follows:
Goodwill - 10 years straight line
Development costs - 3 years straight line
Intellectual Property (IP) - 5 years straight line
Customer relationships - 10 years straight line
Arrangement & security fees - 1 year straight line
If there is an indication that there has been a significant change in
amortisation rate, useful life or residual value of an intangible asset, the
amortisation is revised prospectively to reflect the new estimates.
Research and development
Research expenditure is written off in the period in which it is incurred.
Development expenditure incurred is capitalised as an intangible asset only
when all of the following criteria are met:
· It is technically feasible to complete the intangible asset so that
it will be available for use or sale;
· There is the intention to complete the intangible asset and use or
sell it;
· There is the ability to use or sell the intangible asset;
· The use or sale of the intangible asset will generate probable
future economic benefits;
· There are adequate technical, financial and other resources
available to complete the development and to use or sell the intangible asset;
and
· The expenditure attributable to the intangible asset during its
development can be measured reliably.
Expenditure that does not meet the above criteria is expensed as incurred.
Following initial recognition, product developments are carried at cost less
any accumulated amortisation and any accumulated impairment losses. The useful
lives of these intangible assets are assessed to have a finite life of five
years. Amortisation is charged on assets with finite lives, and until economic
benefit can be received and recognised, this expense is taken to the income
statement and useful lives are reviewed on an annual basis. Amortisation is
charged from the point when the asset is available for use.
Other development expenditures that do not meet these criteria are recognised
as an expense as incurred. Capitalised development costs are recorded as
intangible assets and amortised from the point at which they are ready for use
on a straight-line basis over their useful life.
The following key judgements and estimates have been applied in determining
the treatment of internally generated intangible assets:
· Capitalisation: Management exercises judgement in determining
the point at which development costs meet the criteria for capitalisation
under FRS 102 Section 18.
· Amortisation: The useful life of the intangible asset is based
on management's best estimate of the period over which future economic
benefits will be derived.
· Impairment: The carrying amount of the intangible asset is
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at
cost less any accumulated depreciation and impairment losses. Any tangible
assets carried at revalued amounts are recorded at the fair value at the date
of revaluation less any subsequent accumulated depreciation and subsequent
accumulated impairment losses.
An increase in the carrying amount of an asset as a result of a revaluation,
is recognised in other comprehensive income and accumulated in equity, except
to the extent it reverses a revaluation decrease of the same asset previously
recognised in profit or loss. A decrease in the carrying amount of an asset as
a result of revaluation, is recognised in other comprehensive income to the
extent of any previously recognised revaluation increase accumulated in equity
in respect of that asset. Where a revaluation decrease exceeds the accumulated
revaluation gains accumulated in equity in respect of that asset, the excess
shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an
asset, less its residual value, over the useful economic life of that asset as
follows:
Freehold property - No depreciation on land. Building depreciated at 1% reducing balance
Fixtures and fittings - 20% reducing balance
Equipment - 20% reducing balance
Investments
Fixed asset investments are initially recorded at cost, and subsequently
stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being
recognised in profit or loss.
Investments in associates
Investments in associates are accounted for using the equity method of
accounting, whereby the investment is initially recognised at the transaction
price and subsequently adjusted to reflect the group's share of the profit or
loss, other comprehensive income and equity of the associate.
Investments in joint ventures
Investments in joint ventures are accounted for using the equity method of
accounting, whereby the investment is initially recognised at the transaction
price and subsequently adjusted to reflect the group's share of the profit or
loss, other comprehensive income and equity of the joint venture.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date,
with the recoverable amount being estimated where such indicators exist. Where
the carrying value exceeds the recoverable amount, the asset is impaired
accordingly. Prior impairments are also reviewed for possible reversal at each
reporting date.
For the purposes of impairment testing, when it is not possible to estimate
the recoverable amount of an individual asset, an estimate is made of the
recoverable amount of the cash-generating unit to which the asset belongs. The
cash-generating unit is the smallest identifiable group of assets that
includes the asset and generates cash inflows that largely independent of the
cash inflows from other assets or groups of assets.
For impairment testing of goodwill, the goodwill acquired in a business
combination is, from the acquisition date, allocated to each of the
cash-generating units that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the
company are assigned to those units.
Stocks
Stocks are measured at the lower of cost and estimated selling price less
costs to complete and sell. Cost includes all costs of purchase, costs of
conversion and other costs incurred in bringing the stock to its present
location and condition.
Provisions
Provisions are recognised when the entity has an obligation at the reporting
date as a result of a past event, it is probable that the entity will be
required to transfer economic benefits in settlement and the amount of the
obligation can be estimated reliably. Provisions are recognised as a liability
in the statement of financial position and the amount of the provision as an
expense.
Provisions are initially measured at the best estimate of the amount required
to settle the obligation at the reporting date and subsequently reviewed at
each reporting date and adjusted to reflect the current best estimate of the
amount that would be required to settle the obligation. Any adjustments to the
amounts previously recognised are recognised in profit or loss unless the
provision was originally recognised as part of the cost of an asset. When a
provision is measured at the present value of the amount expected to be
required to settle the obligation, the unwinding of the discount is recognised
as a finance cost in profit or loss in the period it arises.
Financial instruments
A financial asset or a financial liability is recognised only when the company
becomes a party to the contractual provisions of the instrument.
Basic financial instruments are initially recognised at the transaction price,
unless the arrangement constitutes a financing transaction, where it is
recognised at the present value of the future payments discounted at a market
rate of interest for a similar debt instrument.
Debt instruments are subsequently measured at amortised cost.
Where investments in non-convertible preference shares and non-puttable
ordinary shares or preference shares are publicly traded or their fair value
can otherwise be measured reliably, the investment is subsequently measured at
fair value with changes in fair value recognised in profit or loss. All other
such investments are subsequently measured at cost less impairment.
Other financial instruments, including derivatives, are initially recognised
at fair value, unless payment for an asset is deferred beyond normal business
terms or financed at a rate of interest that is not a market rate, in which
case the asset is measured at the present value of the future payments
discounted at a market rate of interest for a similar debt instrument.
Other financial instruments are subsequently measured at fair value, with any
changes recognised in profit or loss, with the exception of hedging
instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for
objective evidence of impairment at the end of each reporting date. If there
is objective evidence of impairment, an impairment loss is recognised in
profit or loss immediately.
For all equity instruments regardless of significance, and other financial
assets that are individually significant, these are assessed individually for
impairment. Other financial assets are either assessed individually or grouped
on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in profit or loss immediately, to
the extent that the reversal does not result in a carrying amount of the
financial asset that exceeds what the carrying amount would have been had the
impairment not previously been recognised.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in
the period in which the related service is provided. Prepaid contributions are
recognised as an asset to the extent that the prepayment will lead to a
reduction in future payments or a cash refund.
When contributions are not expected to be settled wholly within 12 months of
the end of the reporting date in which the employees render the related
service, the liability is measured on a discounted present value basis. The
unwinding of the discount is recognised as a finance cost in profit or loss in
the period in which it arises.
Share-based payments
Equity-settled share-based payment transactions are measured at fair value at
the date of grant. The fair value is expensed on a straight-line basis over
the vesting period, with a corresponding increase in equity. This is based
upon the company's estimate of the shares or share options that will
eventually vest which takes into account all vesting conditions and non-market
performance conditions, with adjustments being made where new information
indicates the number of shares or share options expected to vest differs from
previous estimates.
Fair value is determined using an appropriate pricing model. All market
conditions and non-vesting conditions are taken into account when estimating
the fair value of the shares or share options. As long as all other vesting
conditions are satisfied, no adjustment is made irrespective of whether market
or non-vesting conditions are met.
Where the terms of an equity-settled transaction are modified, an expense is
recognised as if the terms had not been modified. In addition, an expense is
recognised for any increase in the fair value of the transaction, as measured
at the date of modification.
Where an equity-settled transaction is cancelled or settled, it is treated as
if it had vested on the date of cancellation or settlement, and any expense
not yet recognised in profit or loss is expensed immediately.
Business combinations
Business combinations are accounted for using the purchase method.
The cost of a business combination is measured as the aggregate of the fair
values, at the acquisition date, of assets given, liabilities incurred or
assumed, and equity instruments issued plus any costs directly attributable to
the business combination.
Where control is achieved in stages, the cost of the business combination is
the aggregate of the fair values of the assets given, liabilities incurred or
assumed, and equity instruments issued at the date of each transaction in the
series.
Where the business combination requires an adjustment to the cost contingent
on future events, the estimated amount of that adjustment is included in the
cost of the combination at the acquisition date providing it is probable and
can be measured reliably. Where it is not recognised at the acquisition date
but subsequently becomes probable and can be measured reliably, the additional
consideration is treated as an adjustment to the cost of the combination. If
such expected future events do not occur, or the estimate needs to be revised,
the cost of the business combination is adjusted accordingly. The unwinding of
any discounting is recognised as a finance cost in profit or loss in the
period it arises.
4 Turnover
The whole of the turnover is derived from the United Kingdom. An analysis of
turnover by business operation is given below:
2025
Group
£
Consulting revenue 2,597,081
Platform services 140,879
Platform recurring revenue 185,815
Other Income 263,804
Royalty fees 26,187
3,213,766
The majority of sales is derived from the UK. In the period £125,944 were non
UK sales for the Group (2024 (Company) £NIL)
5 Operating loss
Operating profit or loss is stated after charging/crediting:
2025
£
Amortisation of intangible assets 437,922
Depreciation of tangible assets 14,967
Impairment of trade debtors 1,305
Equity-settled share-based payments expense 39,005
Operating lease rentals 63,818
6 Exceptional costs
2025
Other exceptional items included within operating loss
Executive bonuses linked to IPO 278,810
Exceptional items are items that management consider should be separately
identified on the face of the income statement to assist in the understanding
the underlying financial performance of the Group.
7 Staff costs
The average number of persons employed by the group during the year, including
the directors, amounted to:
2025
No.
Staff 29
The aggregate payroll costs incurred during the year, relating to the above,
were:
2025
Group
£
Wages and salaries 1,690,446
Share Based Payment 39,005
Social security costs 194,119
Other pension costs 33,374
1,956,944
8 Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
2025
£
Salaries and fee 405,359
Bonuses 245,000
Share based payment expense 29,250
Benefits in Kind 15,667
Company contributions to defined contribution pension plans 8,100
703,376
The number of directors for whom retirement benefits are accruing under
defined contribution schemes was: 3.
The highest paid director received total emoluments of £247,115 (2024:
£NIL), including £1,800 in pension contributions (2024: £NIL) and £5,327
in share-based payments (2024: £NIL).
9 Other interest receivable and similar income
2025
£
Interest on bank deposits 721
10 Interest payable and similar expenses
2025
£
Interest on banks loans and overdrafts 23,550
11 Tax on loss
Major components of tax income
2025
£
Current tax:
UK corporation tax on profits for the current period 50,800
Deferred tax:
Origination and reversal of timing differences (178,400)
Total tax (credit)/charge (127,600)
The actual credit for the period can be reconciled to the expected credit for
the period based on the profit or loss and the standard rate of tax as
follows:
12 months
2025
Group
£
Loss before taxation (950,704)
Expected tax credit based on the standard rate of corporation tax in UK of (237,676)
25%
Tax effect of expenses that are not deductible in determining taxable profit 110,076
Tax (credit)/charge (127,600)
Taxation credit in the financial statements (127,600)
12 Earnings per share
Earnings per share data is based on the consolidated profit using and the
weighted average number of shares in issue of the Company. Basic earnings per
share are calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of ordinary shares outstanding
during the period.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares. Adjusted earnings per share is based on the consolidated profit
deducting the acquisition related exceptional costs and share-based payment.
A number of non-FRS102 adjusted profit measures are used in these financial
statements. Adjusting items are excluded from our headline performance
measures by virtue of their size and nature, in order to reflect management's
view of the performance of the Group. Summarised below is a reconciliation
between statutory results to adjusted results. The Group believes that
alternative performance measures such as adjusted EBITDA are commonly reported
by companies in the markets in which it competes and are widely used by
investors in comparing performance on a consistent basis without regard to
factors such as depreciation and amortisation, which can vary significantly
depending upon accounting methods (particularly when acquisitions have
occurred), or based on factors which do not reflect the underlying performance
of the business. The adjusted profit after tax earnings measure is also used
for the purpose of calculating adjusted earnings per share.
12 Months ended
Group
31-Mar-25
Adjusted profit/(loss) for the period £
Loss before tax attributable to ordinary shareholders (950,704)
Adjusted for:
Equity settled share based payments 39,005
Exceptional costs 278,810
Acquired intangible and IP amortisation 437,922
Adjusted profit/(Loss) before tax for the period (194,967)
Adjusted Tax for the period 58,493
Adjusted Loss for the period (136,474)
Reported Loss for the period (823,104)
Weighted average number of shares No. of shares
Issued shares at start of period 13,722,864
Effect of shares issued in period 3,916,128
Weighted average number of ordinary shares in period 17,638,992
Weighted Basic EPS(p) (4.67)
Weighted Adjusted basic EPS(p) (0.77)
Diluted earnings per share is the basic earnings per share adjusted for the
effect of the conversion into fully paid shares of the weighted average number
of share options outstanding during the year. The Group was loss making for
the years ended 31 March 2025. Therefore, the dilutive effect of share options
has not been disclosed since this would decrease the loss per share for the
year reported.
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