9 December 2024
IntelliAM AI Plc
('IntelliAM' or the
'Company')
IntelliAM AI
plc (AQSE: INT), the software company
leveraging the power of AI and machine learning in the
manufacturing industry, announces its unaudited interim results for
the six months ended 30 September 2024 (the 'period').
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 3 months of trading as a
Group
· 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
£1,609k
o Adjusted
EBITDA2 profit £140.5k
·
Actual results for the interim period, reflecting only 3
months trading as a Group, are:
o Revenue of £922k,
split as revenue from the Consulting Division £817.2k and revenue
from Platform and Platform services £104.9k
o ARR (Annual Recurring
Revenue)[1] £149k
o Adjusted
EBITDA[2] profit £59.0k
o Adjusted net profit
£143.7k[3]
·
Headcount across the Group was 46 at the end of the
period.
·
Cash at end of the period stood at £3,281.3k.
Operational highlights
· In
July, the Group was named as a Lighthouse for AI and received a
Digital Innovation Fund ("DIF") Lighthouse Funding award of
£263,000 approved for a research project to be completed in the
current financial year.
· In
August, IntelliAM announced a significant extension to an existing
agreement with a large global leader in beverage alcohol. The
extended contract is valued at a minimum of £100,000 per annum over
the next 2 years.
· In
September, the Group announced a contract win with Hovis. The
contract is worth in excess of £100,000 over 12 months and includes
the IntelliAM platform.
·
Since IPO we have doubled the number of clients using the
IntelliAM platform.
· 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.
Outlook
·
Having reviewed the progress made in the first 6 months, the
Board remains comfortable with current market estimates.
· In
the second half of the financial year, many of our existing
consulting customers will transition to the IntelliAM platform,
laying the foundation for broader adoption and enabling their
progression onto our machine learning and AI solutions.
Chief Executive Officer Tom Clayton
said:
"We are pleased with the strong progress made in
this first half, as we continue to execute on our strategic goals.
The successful completion of our IPO and acquisition of 53 Degrees
North Engineering have significantly strengthened our foundation,
and we are starting to see the benefits of aligning our consulting
expertise with the IntelliAM platform.
The momentum we are building with our AI-driven
technology is particularly exciting, as it positions us to deliver
greater value to our growing customer base while enhancing
recurring revenue streams. With a robust pipeline of opportunities
and a clear focus on innovation, we are well-placed to drive
further growth and continue advancing our vision for the future of
AI in manufacturing."
Enquiries:
|
|
IntelliAM AI
plc
Tom Clayton, Chief Executive Officer
Daud Khan, Chief Financial Officer
|
+44 114 299 5007
|
Oberon
Capital - AQSE Corporate Adviser and Broker
Adam Pollock
Mike Seabrook
Jessica Cave
|
+44 203 179 5300
|
Square1
Consulting - Financial PR
David Bick
|
+44 207 929 5599
+44 7831 381201
|
Chief
Executive's statement
The first six months of our financial year has
been exceptionally busy with R&D, operational, sales and
marketing, and accounting workstreams. The Company was only
incorporated in July 2023 and within a year we have become a Plc,
and successfully raised just over £5m in our IPO onto the Aquis
exchange and acquired the Groups Consulting Division, 53 Degrees
North Engineering Limited.
Throughout the period, management and staff have
been working tirelessly to further the development of the IntelliAM
machine learning platform and our customer relationships in the
consulting side of the business.
Business Review
|
|
For illustrative
purposes only.
Results if
Consulting Division was consolidated from 1st April
'24
|
|
6 months to September
2024
£'000
|
6 months to
September 2024
£'000
|
Revenue
|
922.1
|
1,609.3
|
ARR (Annual Recurring Revenue)1
|
149.0
|
149.0
|
Adjusted EBITDA2
|
59.0
|
140.5
|
Adjusted Operating Profit3
|
52.6
|
128.0
|
Adjusted net profit
|
143.7
|
197.3
|
Adjusted diluted EPS (p)
|
0.96
|
1.31
|
Cash at end of period
|
3,281.3
|
3,281.3
|
The consulting business had a strong H1
performance in line with management expectations. If the consulting
business has been consolidated from the 1st April, it
would have reported revenue of £1,504k. With a large number of
contract renewals due in H2, we expect an acceleration of
consulting revenue in H2 combined with an accelerated uptake of the
IntelliAM platform as customers adopt some of platform
functionality through their annual contracts.
This supports our land and expand strategy where
we see customers adopting our platform in stages. Firstly through
the enhancement of their condition based maintenance (reliability
solutions) and the benefits from using a tailored OEE
(productivity) dashboard. As IntelliAM becomes more deeply
integrated into the efficiency and governing of the manufacturing
process we see growth across manufacturing lines and
sites.
Contracts of note
Through the period, IntelliAM signed some
significant contracts. These included
·
Digital Innovation Fund ("DIF") Lighthouse Funding award of
£263,000. The project is on track and due to be completed during
H2.
· A
significant extension of a contract with a global leader in alcohol
beverage. The contract is valued at a minimum of £100,000 per annum
over the next two years and we believe there are good opportunities
to expand the contract.
· A
contract worth over £100,000 over the next 12 months with Hovis.
Part of the contract is based on the IntelliAM platform and we see
room for this to expand over time.
Product development
There were a number of new features added to the
platform in H1. Productivity tools such as OEE (Overall Equipment
Effectiveness) drilldowns, OEE feature importance and parameter
governance have been added, whilst a new reliability feature allows
historical manual data to be uploaded for analysis with machine
learning. In H2 we will implement our platform customer
experience tool, allowing for online support, and roll out a
feature to optimise supply chain planning.
Costs
Non-recurring costs amounted to £1,006,404.
Outside of these costs, the primary cost was headcount. At the end
of the period, there were 46 FTEs. We expect headcount costs to
rise in H2 as we continue to hire and the average monthly payroll
will naturally be higher in H2 than H1.
Outlook
With the outturn in H1 being in line with the
Board's expectations, the Board remains confident in achieving
market estimates taking into account the expected acceleration in
H2. Our confidence is based on our pipeline with existing customers
as well as expected new customer wins. Due to the strength of our
existing customer base we have strong visibility into our
pipeline.
1.3. Basis of
consolidation
The consolidated group financial
statements consist of the financial statements of the parent
company Intelliam AI PLC together with all entities controlled by
the parent company (its subsidiaries) and the group's share of its
interests in joint ventures and associates.
All financial statements are made up
to 30 September 2024. 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.
Subsidiaries are consolidated in the
group's financial statements from the date that control commences
until the date that control ceases.
Entities in which the group holds an
interest and which are jointly controlled by the group and one or
more other venturers under a contractual arrangement are treated as
joint ventures. Entities other than subsidiary undertakings or
joint ventures, in which the group has a participating interest and
over whose operating and financial policies the group exercises a
significant influence, are treated as associates.
Investments in joint ventures and
associates are carried in the group balance sheet at cost plus
post- acquisition changes in the group's share of the net assets of
the entity, less any impairment in value. The carrying values of
investments in joint ventures and associates include acquired
goodwill.
If the group's share of losses in a
joint venture or associate equals or exceeds its investment in the
joint venture or associate, the group does not recognise further
losses unless it has incurred obligations to do so or has made
payments on behalf of the joint venture or associate.
Unrealised gains arising from
transactions with joint ventures and associates are eliminated to
the extent of the group's interest in the entity.
1.4. Going Concern
At the time of approving the
financial statements, the directors have a reasonable expectation
that the group has adequate resources to continue in operational
existence for the foreseeable future. Thus the directors continue
to adopt the going concern basis of accounting in preparing the
financial statements.
1.5. Turnover
Turnover represents the fair value
of consideration received or receivable after trade discounts,
other sales taxes and net of VAT, for the provision of goods and
services in the ordinary course of the company's activities.
Turnover is recognized to the extent that it is probable that
economic benefits will flow to the Company and the turnover can be
reliably measured.
Revenue from the sale of goods is
recognised when the significant risks and rewards of ownership of
the goods have passed to the buyer (usually on dispatch of the
goods), the amount of revenue can be measured reliably, it is
probable that the economic benefits associated with the transaction
will flow to the entity and the costs incurred or to be incurred in
respect of the transaction can be measured reliably.
The Company's revenue streams for the
current period include the following:
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.
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.
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.
1.6. Intangible Assets
Intangible assets are recorded as
separately identifiable assets and recognised at historical cost
less any accumulated amortisation. These assets are amortised over
their useful economic lives, with the charge included in
administrative expenses in the income statement.
Intangible assets are reviewed for
impairment annually. Impairment is measured by determining the
recoverable amount of an asset or cash generating unit (CGU) which
is the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset or CGU. For the purpose of
impairment testing, assets that cannot be tested individually are
grouped together into the smallest group of assets that generates
cash inflows from continuing use that are largely independent of
the cash inflows of other assets or CGUs.
Internally developed intangible assets
Research expenditure is written off
against profits in the year in which it is incurred. Development
expenditure on internally generated intangible assets is
capitalised only if all of the following criteria are met in
accordance with FRS 102:
1. Technical Feasibility: The technical
feasibility of completing the intangible asset so that it will be
available for use or sale has been demonstrated.
2. Intention to Complete: The entity has the
intention to complete the asset and use or sell it.
3. Ability to Use or Sell: The entity has
the ability to use or sell the asset.
4. Probable Future Economic Benefits: It is
probable that the asset will generate future economic benefits,
demonstrated by the existence of a market or the asset's internal
use.
5. Availability of Resources: The entity has
sufficient technical, financial, and other resources to complete
the development and to use or sell the intangible asset.
6. Measurable Costs: The expenditure
attributable to the intangible asset during its development can be
measured reliably.
If these conditions are not met,
development expenditure is recognised in the profit and loss
account 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.
Intangible fixed assets - goodwill
Goodwill represents the excess of the
cost of acquisition of a business over the fair value of net assets
acquired. It is initially recognised as an asset at cost and is
subsequently measured at cost less accumulated amortisation and
accumulated impairment losses. Goodwill is considered to have a
finite useful life and is amortised on a systematic basis over its
expected life, which is 10 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 fixed assets other than goodwill
Intangible assets acquired separately
from a business are recognised at cost and are subsequently
measured at cost less accumulated amortisation and accumulated
impairment losses.
Intangible assets acquired on
business combinations are recognised separately from goodwill at
the acquisition date where it is probable that the expected future
economic benefits that are attributable to the asset will flow to
the entity and the fair value of the asset can be measured
reliably; the intangible asset arises from contractual or other
legal rights; and the intangible asset is separable from the
entity.
Amortisation is recognised so as to
write off the cost or valuation of assets less their residual
values over their useful lives on the following bases:
Development costs
5 years straight line
Intellectual property (IP)
5 years straight
line
Arrangement & security fees
1 year straight line
Customer relationships
10
years straight line
Goodwill
10 years straight line
1.7. Tangible fixed
assets
Tangible fixed assets are initially
measured at cost and subsequently measured at cost or valuation,
net of depreciation and any impairment losses.
Depreciation is recognised so as to
write off the cost or valuation of assets less their residual
values over their useful lives on the following bases:
Freehold land and
buildings
No depreciation on land. Building depreciated at 1% reducing
balance
Fixtures and fittings
20% reducing balance
Computers
20% reducing balance
The gain or loss arising on the
disposal of an asset is determined as the difference between the
sale proceeds and the carrying value of the asset, and is
recognised in the profit and loss account.
1.8. Fixed asset
investments
Equity investments are measured at
fair value through profit or loss, except for those equity
investments that are not publicly traded and whose fair value
cannot otherwise be measured reliably, which are recognised at cost
less impairment until a reliable measure of fair value becomes
available.
In the parent company financial
statements, investments in subsidiaries, associates and jointly
controlled entities are initially measured at cost and subsequently
measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled
by the group. Control is the power to govern the financial and
operating policies of the entity so as to obtain benefits from its
activities.
An associate is an entity, being
neither a subsidiary nor a joint venture, in which the company
holds a long- term interest and where the company has significant
influence. The group considers that it has significant influence
where it has the power to participate in the financial and
operating decisions of the associate.
Investments in associates are
initially recognised at the transaction price (including
transaction costs) and are subsequently adjusted to reflect the
group's share of the profit or loss, other comprehensive income and
equity of the associate using the equity method. Any difference
between the cost of acquisition and the share of the fair value of
the net identifiable assets of the associate on acquisition is
recognised as goodwill. Any unamortised balance of goodwill is
included in the carrying value of the investment in
associates.
Losses in excess of the carrying
amount of an investment in an associate are recorded as a provision
only when the company has incurred legal or constructive
obligations or has made payments on behalf of the
associate.
In the parent company financial
statements, investments in associates are accounted for at cost
less impairment.
Entities in which the group has a
long term interest and shares control under a contractual
arrangement are classified as jointly controlled
entities.
1.9. Impairment of fixed
assets
At each reporting period end date,
the group reviews the carrying amounts of its tangible and
intangible assets to determine whether there is any indication that
those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any).
Where it is not possible to estimate the recoverable amount of an
individual asset, the company estimates the recoverable amount of
the cash-generating unit to which the asset belongs.
The carrying amount of the
investments accounted for using the equity method is tested for
impairment as a single asset. Any goodwill included in the carrying
amount of the investment is not tested separately for
impairment.
Recoverable amount is the higher of
fair value less costs to sell and value in use. In assessing value
in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows
have not been adjusted.
If the recoverable amount of an asset
(or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (or cash-generating unit)
is reduced to its recoverable amount. An impairment loss is
recognised immediately in profit or loss, unless the relevant asset
is carried at a revalued amount, in which case the impairment loss
is treated as a revaluation decrease.
Recognised impairment losses are
reversed if, and only if, the reasons for the impairment loss have
ceased to apply. Where an impairment loss subsequently reverses,
the carrying amount of the asset (or cash- generating unit) is
increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been
recognised for the asset (or cash-generating unit) in prior years.
A reversal of an impairment loss is recognised immediately in
profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the reversal of the impairment loss is
treated as a revaluation increase.
1.10. Stocks
Stocks are stated at the lower of
cost and estimated selling price less costs to complete and sell.
Cost comprises direct materials and, where applicable, direct
labour costs and those overheads that have been incurred in
bringing the stocks to their present location and
condition.
Stocks held for distribution at no or
nominal consideration are measured at the lower of cost and
replacement cost, adjusted where applicable for any loss of service
potential.
At each reporting date, an assessment
is made for impairment. Any excess of the carrying amount of stocks
over its estimated selling price less costs to complete and sell is
recognised as an impairment loss in profit or loss. Reversals of
impairment losses are also recognised in profit or loss.
1.11. Cash and cash
equivalents
Cash and cash equivalents are basic
financial assets and include cash in hand, deposits held at call
with banks, other short-term liquid investments with original
maturities of three months or less, and bank overdrafts. Bank
overdrafts are shown within borrowings in current
liabilities.
1.12. Financial
Instruments
The group has elected to apply the
provisions of Section 11 'Basic Financial Instruments' and Section
12 'Other Financial Instruments Issues' of FRS 102 to all of its
financial instruments.
Financial instruments are recognised
in the group's balance sheet when the group becomes party to the
contractual provisions of the instrument.
Financial assets and liabilities are
offset and the net amounts presented in the financial statements
when there is a legally enforceable right to set off the recognised
amounts and there is an intention to settle on a net basis or to
realise the asset and settle the liability
simultaneously.
Basic financial
assets
Basic financial assets, which include
debtors and cash and bank balances, are initially measured at
transaction price including transaction costs and are subsequently
carried at amortised cost using the effective interest method
unless the arrangement constitutes a financing transaction, where
the transaction is measured at the present value of the future
receipts discounted at a market rate of interest. Financial assets
classified as receivable within one year are not
amortised.
Other financial
assets
Other financial assets, including
investments in equity instruments which are not subsidiaries,
associates or joint ventures, are initially measured at fair value,
which is normally the transaction price. Such assets are
subsequently carried at fair value and the changes in fair value
are recognised in profit or loss, except that investments in equity
instruments that are not publicly traded and whose fair values
cannot be measured reliably are measured at cost less
impairment.
Impairment of financial
assets
Financial assets, other than those
held at fair value through profit and loss, are assessed for
indicators of impairment at each reporting end date.
Financial assets are impaired where
there is objective evidence that, as a result of one or more events
that occurred after the initial recognition of the financial asset,
the estimated future cash flows have been affected. If an asset is
impaired, the impairment loss is the difference between the
carrying amount and the present value of the estimated cash flows
discounted at the asset's original effective interest rate. The
impairment loss is recognised in profit or loss.
If there is a decrease in the
impairment loss arising from an event occurring after the
impairment was recognised, the impairment is reversed. The reversal
is such that the current carrying amount does not exceed what the
carrying amount would have been, had the impairment not previously
been recognised. The impairment reversal is recognised in profit or
loss.
Derecognition of financial
assets
Financial assets are derecognised
only when the contractual rights to the cash flows from the asset
expire or are settled, or when the group transfers the financial
asset and substantially all the risks and rewards of ownership to
another entity, or if some significant risks and rewards of
ownership are retained but control of the asset has transferred to
another party that is able to sell the asset in its entirety to an
unrelated third party.
Classification of financial
liabilities
Financial liabilities and equity
instruments are classified according to the substance of the
contractual arrangements entered into. An equity instrument is any
contract that evidences a residual interest in the assets of the
group after deducting all of its liabilities.
Basic financial
liabilities
Basic financial liabilities,
including creditors, bank loans, loans from fellow group companies
and preference shares that are classified as debt, are initially
recognised at transaction price unless the arrangement constitutes
a financing transaction, where the debt instrument is measured at
the present value of the future payments discounted at a market
rate of interest. Financial liabilities classified as payable
within one year are not amortised.
Debt instruments are subsequently
carried at amortised cost, using the effective interest rate
method.
Trade creditors are obligations to
pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Amounts payable are classified
as current liabilities if payment is due within one year or less.
If not, they are presented as non-current liabilities. Trade
creditors are recognised initially at transaction price and
subsequently measured at amortised cost using the effective
interest method.
Other financial
liabilities
Derivatives, including interest rate
swaps and forward foreign exchange contracts, are not basic
financial instruments. Derivatives are initially recognised at fair
value on the date a derivative contract is entered into and are
subsequently re-measured at their fair value. Changes in the fair
value of derivatives are recognised in profit or loss in finance
costs or finance income as appropriate, unless hedge accounting is
applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the
conditions in FRS 102 paragraph 11.9 are subsequently measured at
fair value through profit or loss. Debt instruments may be
designated as being measured at fair value through profit or loss
to eliminate or reduce an accounting mismatch or if the instruments
are measured and their performance evaluated on a fair value basis
in accordance with a documented risk management or investment
strategy.
Derecognition of financial
liabilities
Financial liabilities are
derecognised when the group's contractual obligations expire or are
discharged or cancelled.
1.13. Equity
instruments
Equity instruments issued by the
group are recorded at the proceeds received, net of transaction
costs. Dividends payable on equity instruments are recognised as
liabilities once they are no longer at the discretion of the
group.
1.14. Taxation
The tax expense represents the sum of
the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on
taxable profit for the year. Taxable profit differs from net profit
as reported in the profit and loss account because it excludes
items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or
deductible. The group's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by
the reporting end date.
Deferred
tax
Deferred tax liabilities are
generally recognised for all timing differences and 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. Such assets and liabilities are
not recognised if the timing difference arises from goodwill or
from the initial recognition of other assets and liabilities in a
transaction that affects neither the tax profit nor the accounting
profit.
The carrying amount of deferred tax
assets is reviewed at each reporting end date and reduced to the
extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability is settled or
the asset is realised. Deferred tax is charged or credited in the
profit and loss account, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also
dealt with in equity. Deferred tax assets and liabilities are
offset if, and only if, there is a legally enforceable right to
offset current tax assets and liabilities and the deferred tax
assets and liabilities relate to taxes levied by the same tax
authority.
1.15. Employee
benefits
The costs of short-term employee
benefits are recognised as a liability and an expense, unless those
costs are required to be recognised as part of the cost of stock or
fixed assets.
The cost of any unused holiday
entitlement is recognised in the period in which the employee's
services are received.
Termination benefits are recognised
immediately as an expense when the company is demonstrably
committed to terminate the employment of an employee or to provide
termination benefits.
1.16. Retirement
benefits
Payments to defined contribution
retirement benefit schemes are charged as an expense as they fall
due.
1.17. Share-based
payments
The Group operates equity-settled
share-based payment schemes, under which employees (including
directors) receive remuneration in the form of share
options.
The fair value of options granted is
calculated at the grant date using an appropriate option pricing
model, such as the Black-Scholes model. This fair value is
recognized as an expense in the profit and loss account over the
vesting period, with a corresponding credit to the share-based
payment reserve within equity.
At each reporting date, the Group
reviews its estimates of the number of options that are expected to
vest and adjusts the charge in the profit and loss account to
reflect the revised estimate. No subsequent adjustment is made to
total equity after the vesting date.
Options that lapse or are forfeited
before vesting result in an immediate reversal of the expense
previously recognized.
1.18. Leases
Rentals payable under operating
leases, including any lease incentives received, are charged to
profit or loss on a straight line basis over the term of the
relevant lease except where another more systematic basis is more
representative of the time pattern in which economic benefits from
the leased asset are consumed.
1.19. Foreign
exchange
Transactions in currencies other than
pounds sterling are recorded at the rates of exchange prevailing at
the dates of the transactions. At each reporting end date, monetary
assets and liabilities that are denominated in foreign currencies
are retranslated at the rates prevailing on the reporting end date.
Gains and losses arising on translation in the period are included
in profit or loss.
2. 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 stock based payments
· The
Purchase Price Allocation (PPA) on the business combination of 53
Degrees North Engineering Ltd.
· 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.
· Assess
whether interest on deferred consideration is factored as part of
the total consideration based on likelihood of interest being
applied.
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.
3. Turnover and other
revenue
|
|
Group
|
Company
|
|
|
30-Sep-24
|
31-Mar-24
|
|
|
£
|
£
|
Turnover analysed by class of business
|
|
|
|
Consulting revenue
|
|
817,218
|
|
Platform services
|
|
37,398
|
63,134
|
Platform recurring revenue
|
|
41,000
|
42,376
|
Royalty fees
|
|
26,475
|
|
|
|
922,091
|
105,510
|
|
|
|
|
Other significant revenue
|
|
|
|
Interest income
|
|
252
|
-
|
The majority of sales is derived from
the UK. In the period £117,754 were non UK sales.
4. Operating loss
|
|
6 months
|
From 10 July
2023
|
|
|
Group
|
Company
|
|
|
30-Sep-24
|
31-Mar-24
|
|
|
£
|
£
|
Operating loss for the period is stated after
charging
|
|
|
|
Depreciation of owned tangible fixed
assets
|
|
6,384
|
79
|
Amortisation of intangible
assets
|
|
147,671
|
30,000
|
Share-based payments
|
|
12,900
|
-
|
Operating lease charges
|
|
23,811
|
-
|
5. Employees
The average monthly number of
persons (including directors) employed by the group during the
period was:
|
|
30-Sep-24
|
31-Mar-24
|
|
|
Group
|
Company
|
Average monthly No. of
employees
|
|
42
|
-
|
Their aggregate remuneration
comprised:
|
|
30-Sep-24
|
31-Mar-24
|
|
|
Group
|
Company
|
|
|
£
|
£
|
Wages and salaries
|
|
419,815
|
-
|
Social security costs
|
|
46,311
|
-
|
Pension costs
|
|
13,376
|
-
|
|
|
479,502
|
-
|
6. Directors'
remuneration
|
6 months
|
From 10 Jul
2023
|
|
Group
|
Company
|
|
30-Sep-24
|
31-Mar-24
|
|
£
|
£
|
Remuneration for qualifying
services
|
106,508
|
-
|
Company pension contributions to
defined contribution schemes
|
2,100
|
-
|
|
108,608
|
-
|
7. Interest receivable and
similar income
|
6 months
|
From 10 Jul
2023
|
|
Group
|
Company
|
|
30-Sep-24
|
31-Mar-24
|
|
£
|
£
|
Interest income
|
|
|
Interest on bank deposits
|
252
|
-
|
Investment income includes the
following:
|
|
|
Interest on financial assets not
measured at fair value through profit or loss
|
252
|
-
|
8. Interest payable and
similar expenses
|
6 months
|
From 10 Jul
2023
|
|
30-Sep-24
|
31-Mar-24
|
|
Group
|
Company
|
|
£
|
£
|
Interest on financial liabilities
measured at amortised cost
|
|
|
Interest on bank overdrafts and
loans
|
11,757
|
-
|
9. Taxation
|
6 months
|
From 10 Jul
2023
|
|
30-Sep-24
|
31-Mar-24
|
|
Group
|
Company
|
|
£
|
£
|
Current Tax
|
|
|
UK corporation tax on profits for the
current period
|
50,480
|
|
Deferred Tax
|
|
|
Origination and reversal of timing
differences
|
(187,125)
|
31,580
|
|
|
|
Total tax credit
|
(136,645)
|
31,580
|
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:
|
6 months
|
From 10 Jul
2023
|
|
30-Sep-24
|
31-Mar-24
|
|
Group
|
Company
|
|
£
|
£
|
Loss
before taxation
|
(1,159,123)
|
(230,042)
|
|
|
|
Expected tax credit based on the
standard rate of corporation tax in UK of 25%
|
(289,781)
|
(57,511)
|
Tax effect of expenses that are not
deductible in determining taxable profit
|
153,136
|
25,931
|
Taxation credit
|
(136,645)
|
(31,580)
|
10.
Intangible fixed assets
Group
|
Goodwill
|
Customer relationships
|
Development
costs
|
Intellectual property
(IP)
|
Arrangement & security
fees
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
£
|
Cost
|
|
|
|
|
|
|
At 1 April 2024
|
-
|
|
-
|
300,000
|
-
|
300,000
|
Additions - internally
developed
|
-
|
|
181,351
|
-
|
-
|
181,351
|
Additions - separately
acquired
|
-
|
|
-
|
-
|
4,775
|
4,775
|
Additions - business
combination
|
188,493
|
4,486,515
|
-
|
-
|
-
|
4,675,008
|
|
|
|
|
|
|
|
At 30 September 2024
|
188,493
|
4,486,515
|
181,351
|
300,000
|
4,775
|
5,161,134
|
|
|
|
|
|
|
|
Amortisation and impairment
|
|
|
|
|
|
|
At 1 April 2024
|
|
|
|
30,000
|
|
30,000
|
Amortisation charged for the
period
|
4,712
|
112,163
|
|
30,000
|
796
|
147,671
|
|
|
|
|
|
|
|
At 30 September 2024
|
4,712
|
112,163
|
-
|
60,000
|
796
|
177,671
|
|
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
|
|
At 30 September 2024
|
183,781
|
4,374,352
|
181,351
|
240,000
|
3,979
|
4,983,463
|
Company
|
Intellectual property
(IP)
|
Total
|
|
£
|
£
|
Cost
|
|
|
At 10 July 2023
|
300,000
|
300,000
|
Additions
|
-
|
-
|
At 31 March 2024
|
300,000
|
300,000
|
Amortisation and impairment
|
|
|
At 10 July 2023
|
|
|
Amortisation charged for the
period
|
30,000
|
30,000
|
At 30 September 2023
|
30,000
|
30,000
|
|
|
|
Carrying amount
|
|
|
At 30 September 2023
|
270,000
|
270,000
|
11.
Tangible fixed assets
|
Freehold land and
buildings
|
Fixtures and
fittings
|
Computers
|
Total
|
Group
|
£
|
£
|
£
|
£
|
Cost
|
|
|
|
|
At 1 April 2024
|
-
|
-
|
4,766
|
4,766
|
Additions
|
-
|
-
|
24,175
|
24,175
|
Business combination
|
418,905
|
19,018
|
76,116
|
514,039
|
At 30 September 2024
|
418,905
|
19,018
|
105,057
|
542,980
|
Depreciation and impairment
|
|
|
|
|
At 1 April 2024
|
-
|
-
|
79
|
79
|
Depreciation charged for the
period
|
-
|
1,001
|
5,383
|
6,384
|
|
|
|
|
|
At 30 September 2024
|
-
|
1,001
|
5,462
|
6,463
|
Carrying amount
|
|
|
|
|
At 30 September 2024
|
418,905
|
18,017
|
99,595
|
536,517
|
At 31 March 2024
|
-
|
-
|
4,687
|
4,687
|
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.
25.
Share Capital
|
2024
|
2024
|
|
Number
|
£
|
Ordinary share capital
|
|
|
Issued and fully paid
|
|
|
As
at 1 April 2024
|
|
|
Ordinary A shares (0.1p
each)
|
4,307,979
|
4,308
|
Ordinary B shares (0.1p
each)
|
8,180,872
|
8,181
|
Ordinary C shares (0.1p
each)
|
1,234,013
|
1,234
|
On
16 May 2024
|
|
|
Redesignated to single class ordinary
shares (0.1p each)
|
13,722,864
|
13,723
|
7 June 2024: issue of bonus
shares
|
54,891,456
|
54,891
|
7 June 2024: consolidation 1 for 5
(0.5p each)
|
10,978,291
|
54,891
|
3 July Issued at IPO
|
5,404,244
|
27,021
|
4 July Issued on acquisition of
53N
|
2,759,042
|
13,795
|
Ordinary shares (0.5p
each)
|
|
|
At 30 September 2024
|
19,141,576
|
95,708
|
|
|
|
Preference share capital
|
|
|
Issued and fully paid
|
|
|
Preference £1 each
|
|
|
As
at 1 April 2024
|
-
|
-
|
Transferred to IntelliAM
|
300,000
|
300,000
|
Capital reduction
|
300,000
|
3,000
|
3 July: preference
cancellation
|
(300,000)
|
(3000)
|
|
-
|
-
|
|
|
|
At 30 September 2024
|
|
|
Total Equity share Capital
|
19,141,576
|
95,708
|
On the 16th May 2024, prior to the
acquisition of the company, 53 Degrees North Engineering Limited
transferred their 300,000 Preference Shares to IntelliAM AI PLC for
£nil consolidation and such shares were registered in the name of
the IntelliAM AI PLC.
At that point, the nominal value of
each Preference Share was reduced from £1 to £0.001. The 4,307,979
A Ordinary Shares, 8,180,872 B Ordinary Shares and 1,234,013 C
Ordinary Shares of £0.001 nominal value each were re-designated as
ordinary shares of £0.001 nominal value.
IntelliAM PLC capitalised £41,168.60
from the retained earnings reserve created by the previous Share
Capital Reduction and then issued 41,168,592 ordinary shares of
£0.001 nominal value each ("Bonus
Shares") to the holders of the ordinary shares in the
Company. Each holder of ordinary shares received three Bonus Shares
for each existing ordinary share that they held.
On 7 June 2024 IntelliAM AI PLC
consolidated the existing 54,891,456 ordinary shares £0.001 nominal
value in the capital of the Company ("Existing Ordinary Shares") into
10,978,291.20 ordinary shares of £0.005 nominal value
("Consolidated Ordinary
Shares") on the basis of 1 Consolidated Ordinary Share for 5
Existing Ordinary Shares.
On 13 June 2024, each fractional
entitlement to a Consolidated Ordinary Share was then aggregated
and purchased by IntelliAM AI PLC using the retained earnings
reserve pursuant to the terms of the Share Buyback
Agreement
26. Share-based payment transactions
Description of Share-Based Payment
Arrangements
IntelliAM AI Plc has established an Enterprise Management
Incentive (EMI) share option plan as part of employee
remuneration. The key terms and conditions of the EMI option plan
are as follows:
·
Vesting
Conditions: Options vest over a
period of 3 years, with one-third vesting each year,
subject only to time-based service conditions.
·
Exercise
Period: Options must be exercised
within 10 years from grant date.
·
The options are equity settled
Reconciliation of Option Movements
The table below illustrates the number and weighted average
exercise price (WAEP) of, and movements in, share options during
the period. The options outstanding at 30 September 2024 had a WAEP
of 81.51p (2023: NIL) and a weighted average contracted life of
9.74 years (2023: NIL years) and their exercise prices ranged from
18.49p to 110p. All share options are settled in form of equity
issued.
|
30-Sep-24
|
|
No. of
options
|
WAEP (p)
|
Outstanding at beginning of
period
|
-
|
-
|
Granted during the year
|
559,600
|
74.33
|
Forfeited/cancelled during the
year
|
80,000
|
18.49
|
Outstanding at end of
period
|
479,600
|
81.51
|
Exercisable at end of
period
|
-
|
-
|
Basis of Fair Value Measurement
The fair value of the EMI options at grant date has been calculated
using the Black-Scholes
option pricing model, incorporating the following
assumptions:
·
Risk-Free
Rate: based on the 3-year UK
government gilt yield at grant and ranged from
3.87%-4.25%.
·
Expected
Volatility: 49%, estimated from a
comparable set of small-cap technology companies due to limited
trading history for IntelliAM AI Plc shares.
Share-based payment transactions
(continued)
·
Expected
Life: 3 years, based on management's
assessment of expected option exercise behaviour.
·
Forfeiture
Rate: 10% annually, reflecting
management's expectation of employee turnover.
The total fair value of share options
granted during the period ending 30th September 2024 is
£147,139.
Impact on Profit and Loss and Equity
The share-based payment expense recognized in the profit and loss
account for the period ending 30th September 2024 is £12,900, based
on the fair value of options granted and the proportion of the
vesting period lapsed to date. This expense has been credited to
the share-based payment reserve within equity, with no
cash impact during the period.
27.
Share premium reserve
|
|
30-Sep-24
|
|
|
£
|
At 1
April 2024
|
|
181,266
|
Issue of new shares
|
|
5,052,968
|
|
|
|
At
30 September
|
|
5,234,234
|
28.
Merger Relief Reserve
|
|
30-Sep-24
|
Group
|
|
£
|
At 1
April 2024
|
|
-
|
Issue of acquisition
shares
|
|
2,579,704
|
|
|
|
At
30 September
|
|
2,579,704
|
The merger reserve arose due to the
acquisition of 53 Degrees North Engineering. The amounts in the
merger reserve are unrealised profits relating to the corresponding
assets acquired by the Company on the issue of shares. These
profits may become realised on the disposal or write-down of these
assets.
29.
Other reserves
|
|
30-Sep-24
|
|
|
£
|
At 1
April 2024
|
|
-
|
Bonus issue of shares
|
|
258,831
|
Share Based Payments
|
|
12,900
|
|
|
|
At
30 September 2024
|
|
271,731
|
On the 16th May 2024, the preference
shares undertook a reduction in nominal value from £1 to £0.001
which resulted in other reserves movement of £299,700.
Following this, there was a
cancellation of those shares on becoming a PLC, which resulted in a
further £300 adjustment via other reserves movement.
Finally, a bonus issue of shares took
place which was adjusted for via the other reserves movement of
£41,168 (refer to Share Capital note for more detail.