Final Results and Notice of AGM

24 March 2025

Built Cybernetics plc

("Built Cybernetics", the "Company", or, together with its subsidiaries, the "Group")

Audited results for the year ended 30 September 2024

Notice of Annual General Meeting ("AGM")

Built Cybernetics (AIM: BUC), the smart buildings group, announces its audited results for the year ended 30 September 2024 and Notice of AGM.

Highlights:

Financial

· Revenue less sub consultant costs (from continuing operations) up 38% to £19.5 million (2023: £14.1 million)

· Smart buildings revenues exceed architecture revenues for the first time

· Gross profit up 24% to £14.3 million (2023: £11.5 million)

· Trading recovery in the second half, with full year losses contained within the first half of the year

· Trading loss before tax (from continuing operations) of £536,000 (2023: profit £28,000)

· £1.24 million of exceptional items (2023: £0.38 million)

· Post tax loss £1.71 million (2023: profit £92,000)

· Loss per share 0.54p (2023: profit per share 0.04p)

· Net debt down 88% to £253,000 (2023: £2.14 million)

Operational

· First sale of Smart Core Enterprise Licence for a six-figure sum, with ongoing support revenues

· Acquisition of ecoDriver business whose proprietary software identifies waste energy in commercial buildings

· Acquisition of the Vanti assets accompanied by a £0.425 million equity fundraise

· Launch of employee share purchase schemes - staff (excluding directors/PDMRs) now own around 8% of the company, up from 1% two years ago, primarily through continuing on-market purchases

Post period end

· Performance in the first half of the current financial year is materially better than in the year under review

· Launch of EDDIE, ecoDriver's Retrieval Augmented Generative (RAG) AI chatbot which links to users' own building energy usage data for highly tailored support on saving energy

· Company name changed to reflect the growth strategy as a PropTech group drawing on our deep architectural expertise and contacts

· Launch of new website designed for prospective and existing investors

· Attendance at Master Investor Show planned for 29 March 2025 to raise profile with investors

Clive Carver, Chairman, commented:

"This was a transformational year. The evolution from a pure architecture business to a business lead by smart buildings drawing on our strong architecture heritage quickened significantly, with smart building revenues exceeding architecture revenues for the first time. We believe there is significant opportunity for growth within the smart buildings sector and look forward to the future with excitement and optimism."

Nick Clark, Chief Executive, commented:

"We are building a next-generation property technology group, combining smart buildings expertise with unparalleled contacts and influence from our architecture businesses.

Our recent progress demonstrates the potential of our model, and we see significant opportunities ahead, whether through strategic or opportunistic acquisitions, from organic growth in each business, and increasingly from cross-selling opportunities. As the smart buildings sector evolves, we intend to lead the way, leveraging our architectural heritage and AI capabilities to create a group which delivers an intelligent, efficient, and sustainable built environment."

The 2024 audited accounts and Notice of AGM will be available today on the Company's website (www.builtcybernetics.com), as well as a summary video where the executive team discusses the results. The accounts and notice of AGM are being posted in the coming week to those shareholders who have elected to receive a printed version. The AGM will be held at the Company's registered office, 10 Bonhill Street, London EC2A 4PE, on Thursday 26 June 2025 at 10am.

For further information, please contact:

About Built Cybernetics plc

Built Cybernetics is a London-quoted PropTech group delivering Smart Buildings and related services. The Group is uniquely positioned to ensure the technical systems that run modern premises are designed as an integral part of the structure, from the outset. By cross-selling smart buildings services alongside our renowned architecture projects, the Group's strategy positions Built Cybernetics plc to build beyond one-off project fees and generate scalable and recurring revenues for our investors.

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Chairman's statement

Introduction

We are pleased to present the financial statements for the year ended 30 September 2024.

Overview

While we made encouraging progress towards achieving our strategic objectives our financial performance was disappointing. Despite increasing turnover by 38% and gross profit by 24% the Group lost approximately £0.5 million from trading. The Group also lost a further approximately £1.2 million from a combination of the write down of a freehold property; the impairment of investments; acquisition costs; the accounting loss on the disposal of a subsidiary; and a supplementary call required by our UK Architecture's professional indemnity insurer to meet a regulatory requirement to strengthen its capital base.

Encouragingly, the Group's performance in the second half of the financial year was, as expected, significantly better than in the first six months, with the property sale at the end of the financial year also greatly reducing our debts.

Strategy

We are coming to the end of the second year in the Group's transition from pure architecture to one where the provision of smart buildings services forms the core of the Group's activities. As set out more fully in the Chief Executive's report we remain convinced that this is the best way to maximise shareholder value.

The additional burden from the last UK budget, which we estimate will add at least £0.25 million to our annual cost base from April 2025 through the increase in employer's national insurance, has highlighted the need to press on with our plans to become a leading property technology focused business. In that regard, and as more fully set out in the Chief Executive's Report, the Group's name has changed to Built Cybernetics plc.

Maximising the benefits of our public listing

The costs associated with being a public company seem to grow each year with little or no obvious additional benefit for shareholders. Additional regulation inevitably results in additional costs, most acutely seen with our prior year audit costs reaching £0.3 million, charged by our previous auditor. We have taken steps to significantly reduce our regulatory costs but we are fully aware there is a level below which they cannot fall. 

However, unlike many other smaller companies we have no plans to delist but rather to make our public listing work for the benefit of shareholders. This requires that we become a much larger entity which, as set out more fully in the Chief Executive's Report, we intend to achieve through a combination of organic growth and growth by further targeted acquisitions, in the smart building space and more generally as opportunities arise.

Outlook

Trading in the first half of the current financial year has started much better than the year under review and we look forward to the future with confidence.

Clive Carver

Chairman

21 March 2025

Chief Executive's Report

Introduction

I am pleased to present this review of the year ended 30 September 2024 and to set out our plans for the future. While the financial result is disappointing we made important progress towards achieving our strategic goals and I am excited by the opportunity ahead of us.

Trading review

The financial year under review includes 12 months' trading from most of the Group's businesses but we had the benefit of the Vanti assets for only the final six months of the period.

The Group was active across a wider range of activities than in recent years with revenue increasing to £19.7 million, of which architectural services accounted for £9.6 million or 48% of the total; the first time in the Group's history that the majority of revenue has not come from architectural services. However, profitability suffered from the investment required to build up our smart buildings capabilities, from delays to the start of a number of projects and other challenges.

Performance in the two halves of the year was very different. The Group made a profit from its architecture businesses in the first half, but losses in the rest of the Group plus increased central costs pushed us to a loss overall.

In the second half as expected both the smart buildings and architecture divisions reported trading profits at a level sufficient collectively to more than cover central costs. Despite the write down of the goodwill associated with the acquisition of Anders + Kern the Group achieved a small trading profit overall in the second half, which reduced the pre-tax loss for the year as a whole.

Smart Buildings

The vision

We plan to create significant shareholder value by building a technology led property services group drawing on our strong architecture heritage.

As a reminder, smart buildings integrate advanced technologies, data analytics, and automation to create vibrant ecosystems. They optimise energy consumption, streamline operations, and personalise experiences for occupants. By leveraging the Internet of Things (IoT) and artificial intelligence (AI), smart buildings offer real-time monitoring, energy savings, improved comfort, proactive maintenance, and cost reduction.

The business model

In comparison with pure architecture a smart buildings business model has two fundamental advantages essential to create shareholder value, namely scalability and longevity.

· Selling property related software and services not constrained by the need to take on ever increasing numbers of staff provides an ability to scale revenues disproportionally to costs, which does not exist where income is principally the function of hours charged.

· Architects also typically primarily get paid during a building's planning and construction phases whereas with smart buildings a greater degree of income can be generated throughout the entire life of the building.

The Group's unique advantage is its ability to draw on its architecture heritage to help generate and convert smart buildings leads at an earlier stage than a business solely operating in the smart buildings space.

Smart buildings businesses

The Group's smart buildings businesses reported a trading profit, before property write downs and central management charges of approximately £86,000 on revenues of £10.2 million.

Vanti

Vanti is the focus of the Group's smart buildings activities. It has been created by rebranding Torpedo Factory Ltd, the master systems integrator we acquired in March 2023 as part of the Torpedo Factory Group purchase and which was the subsidiary we used to acquire the Vanti assets in March 2024.

The expanded Vanti business leads our principal smart buildings activities. As master systems integrators, Vanti transform buildings into intelligent environments where people want to work, play, and learn. Their proprietary software is used in sites with over 2 million square feet of floorspace, in locations from Santa Monica to Singapore, from Birmingham to Bahrain.

Vanti reported a particularly strong second half, including the first sale of the Enterprise edition of Smart Core, Vanti's open source Building Operating System, to the owners of a notable skyscraper in the City of London.

Stage Technology

The TFG Stage Technology business delivers technology system integration for theatres and other performance venues.

Stage Technology had a disappointing year after the completion in September 2023 of its largest ever project, suffering from the lack of a similar-sized project to replace it. The Stage Technology business is typically seasonal with the summer months usually accounting for a good proportion of annual sales. However, in the year under review and for a variety of reasons that summer boost was delayed, with the expected upturn not starting until September 2024.

ecoDriver

ecoDriver provides energy monitoring software, energy efficiency consulting services and the provision of sensors and other hardware to monitor energy usage.

Revenues grew strongly, albeit from a low base, but were not quite sufficient to generate a profit as costs increased at a faster rate reflecting the Group's continued investment principally to build out the sales team.

ecoDriver's in house developers created an Artificial Intelligence application during the year to overcome a barrier to the rate at which the business can scale. Once ecoDriver's software is monitoring a site, the client generally needs help evaluating how best to act on the data. ecoDriver's sustainability engineers are on hand to help them through this process. However, one of the challenges is that the client needs educating in this field and this can take up engineering time. To combat this the team developed EDDIE, the ecoDriver Data Intelligence Engine, an AI chatbot which connects to a specific site's data, and can provide helpful insights into the way energy is used. This frees up the company's sustainability engineers meaning the number of sites that one engineer can cover is significantly higher.

Anders + Kern

Anders + Kern is a distributor of hardware and software for the installation of room and desk booking systems and other workplace technology.

Anders + Kern's clients are generally system integrators many of whom need help taking advantage of the opportunities offered by smart buildings. The company had a difficult year, the principal cause of which was the impact of manufacturers of two of its largest product lines changing ownership, with both new owners having existing alternative routes to market.

We responded by substantially reducing overheads in order to sharply reduce losses. The longer term strategy is to use the Anders + Kern client base to distribute the software that the group develops, to increase the speed of deployment.

Architecture

The Group has two established UK architecture businesses, Veretec, which offers executive architecture services - often in partnership with pure design architects - and Aukett Swanke Limited, which offers a full design service. Additionally the Group owns 25% of Aukett + Heese, a leading Berlin based architecture practice and 50% of Aukett + Heese Frankfurt, an architecture and general planning practice serving businesses in the Frankfurt area.

In addition to their cash contributions from their core activities these businesses are also tasked to help facilitate the growth in smart buildings revenues.

Veretec

Veretec provides executive architecture services in partnership with other design architects and now employs over 65 full time equivalent fee earning staff. The business has grown steadily in recent years as executive architecture becomes a more established part of the wider architecture scene, particularly in London. Veretec is a true leader in this part of the market and is showing strong growth.

Veretec met its revenue target during the year, with sales of £5.9m representing growth of 11.2% on the prior year.

In the current financial year Veretec has secured a number of sizeable projects, particularly in the West End of London, including a luxury hotel in Mayfair. Veretec is also expanding its successful work monitoring projects, and following the legislative changes that have emerged from the Grenfell tragedy has trained up staff to fulfil the important Principal Designer role created by the Building Safety Act.

Aukett Swanke Limited

Aukett Swanke Limited (ASL) provides a full architectural and interior design service and now employs approximately 23 full time equivalent fee earning staff. By its very nature ASL's business is lumpy, typically with a small number of relatively large contracts. A major hotel project in Midtown London for which ASL was appointed repeatedly missed deadlines for securing project finance and was subsequently sold to new developers.

Since the end of the financial year under review ASL has begun to see movement on larger projects. One such project was the hotel in Midtown London mentioned above, where we are delivering the project despite the change in ownership. Converting one or more additional larger projects would provide a sufficient pipeline to underpin the studio's current cost base for several years.

A key attribute of the ASL business is its ability to open up smart buildings opportunities for other parts of the Group, and progress on this has been pleasing. As such pure profitability is not the only basis on which we assess ASL's contribution.

German investments

The Berlin business employs approximately 121 full time equivalent architects and generated a solid performance, with profits of approximately €1.2 million before management charges and local tax on gross revenue of €18.3 million and with cash balances of approximately €2.4 million at 30 September 2024.

Frankfurt is a smaller business, serving a smaller metropolitan area and employs 11 full time equivalent architects. It broadly broke even on revenues of €1.4 million.

Both German businesses are accounted for as associated undertakings, which means we do not include their results in the consolidated revenue and operating profit numbers.

In total the Group received approximately £0.3 million in management charges and dividends from our German investments. As under German accounting rules dividends can only be paid after a contract has been completed, regardless of any income received during the life of such a contract and with contracts sometimes lasting for several years, there is an inevitable delay in receiving dividend payments that under UK accounting rules could be made years earlier.

While the accounting carrying value of our German investments is £1.0 million we regard their true commercial value as being much greater.

Central costs

The Group's central costs, being the costs of the central management team and all the costs associated with being a publicly listed company, are too much for a Group of our size. We are seeking to reduce these costs where we can - in particular we have already made significant savings from the change of auditor.

We recognise there is little point being a public company with a market capitalisation much below £50 million and more realistically £100 million. Our plan is therefore to grow rapidly and in so doing the central costs will be absorbed over a wider base.

Funding

The losses recorded in the first half of the financial year created pressure on the Group's working capital, which improved during the remainder of the financial year as the result of better trading, asset sales and cost cutting.

In September 2024 we completed the sale of the freehold building acquired at the time of the TFG acquisition for a cash consideration of £2.5 million plus VAT, with the proceeds of the sale being used to pay down Group debt.

Additionally, during the year under review we completed an exercise intended to reduce annual costs by £2 million, with the principal savings being freehold property finance and operating costs, general regulatory and administrative costs and by removing 12 full time equivalent positions in Aukett Swanke Ltd, 9 in Vanti/TFG Stage Technology, and 4 in Anders + Kern.

Current trading

Performance in the first half of the current financial year is materially better than in the year under review.

We are particularly encouraged by progress across most of our smart buildings businesses. Vanti and TFG Stage Technology have a large pipeline of work and a number of exciting prospects, and ecoDriver is growing strongly. We are merging the Vanti and TFG Stage Technology entities in one company to create operating efficiencies and to reduce costs further. Anders + Kern is building its way back to profitability following the loss of the two major supplier relationships through circumstances outside its control.

At our architecture businesses, trading at Veretec remains strong with headcount continuing to increase to support a growing workload and increasing revenues, with record profitability targeted. At Aukett Swanke Limited trading remains dependent on the progress of a relatively small number of high value projects.

Our German investments look set to have an improved performance this year off the back of some notable contract wins. Berlin looks set to deliver another reliable performance and Frankfurt has secured sizeable contracts with two EU agencies so should have a strong year.

The costs reduction actions referred to above have also led to lower central costs.

Future plans

Our focus is on building a profitable smart buildings core for the Group aided by the contacts and extensive property market expertise in our architecture businesses.

As has been widely reported, there are difficulties in obtaining expansion funding for businesses of the size of interest to us. This presents opportunities, as this shortage of investment capital is leading to otherwise viable projects and companies becoming distressed assets, with only limited competition to take them forward. In short it is a buyers' market.

In the first 12 months under the new strategy we completed four acquisitions and have used the time since to focus on their integration. We now wish to move forward with the next set of acquisitions, based principally around building out our smart buildings activities.

We have divided these acquisition opportunities into three categories. The first covers growth businesses which have run out of funding and which can be acquired at a low cost, such as Vanti, where for a minimal outlay we have acquired something potentially worth a great deal. The second category covers more established businesses, which we believe would justify an element of dilution for the commercial benefits they would bring. A third category covers opportunistic acquisitions where there is a clear commercial rationale either to provide funding for the Group as a whole or to add sustainable earnings or assets.

I would like to thank our employees for their support and fortitude in a challenging year, particularly those who continue to purchase our shares each month, showing their confidence in our vision. We are excited by the opportunity ahead and I look forward to sharing news of our progress.

Running an AIM company is a privilege offered to few entrepreneurs and I intend to take full advantage of the quote to show how a valuable PropTech group can be built.

Current and prospective shareholders are encouraged to visit our investor-focused website at www.builtcybernetics.com and sign up to receive updates and engage with the business.

Nick Clark

Chief Executive

21 March 2025

Financial review

The headline financial results of the Group were:

1Alternative performance measure, refer to page 16 for definition

The result for the year is split between continuing operations and the discontinued Middle East operations.

Segmental analysis from continuing operations

*Group costs are shown net of management charges to subsidiaries, and the German associate and joint venture. Group costs excluding income from management charges are disclosed in Note 4.

Overview

The Group reported a trading loss of £536k (2023: profit £28k) principally as the result of the continuing investment in our smart buildings activities and the high central cost burden for a Group of our size.

Group revenues

Revenues for the year from continuing operations were £19.72m, an increase of 37.5% on the previous year (2023: £14.34m). Revenues less sub consultants increased by 37.9% to £19.45m (2023: £14.10m), with subconsultant costs increasing by 31.0% to £0.30m (2023: £0.23m).

This significant increase in revenue is due to the full year of consolidated revenue from the Torpedo Factory Group (comprising Vanti Ltd and TFG Stage Technology Ltd) and Anders + Kern operations following their acquisitions during the prior year, as well as revenue following the ecoDriver acquisition in the year together with a six month's contribution from the Vanti assets acquired in March 2024.

Smart Buildings businesses

Torpedo Factory Group (including Vanti and TFG Stage Technology)

1Alternative performance measures, refer to page 16 for definition

Basis of inclusion

The results shown above for the prior year related only to the performance from the date of acquisition of Torpedo Factory Group Limited on 20 March 2023, when its results were consolidated into the Group, and therefore represented just over 6 months' trade for the year ended 30 September 2023. Much of the year on year increase in revenue and gross profit is therefore due to a full year of consolidated trade in the reporting year.

Results

The loss before tax includes a one-off £585k cost of revaluation of The Old Torpedo Factory freehold property sold during the year, and £14k relating to RTS Technology Solutions Limited ("Vanti") assets acquisition costs.

Excluding this exceptional cost gives a more comparable year on year indication of the trading performance of these operations, which would show a profit before tax (excluding Group management charges) of £226k.

TFG was behind expectations at the half-way stage in its performance in what was a year of significant change. This included the purchase of certain assets of RTS Technology Solutions Ltd on 20 March 2024 in its Torpedo Factory Ltd subsidiary (renamed Vanti Ltd on 9 October 2024) and the sale of the freehold of its main operational hub The Old Torpedo Factory on 17 September 2024. This raised working capital for the wider group and reduced costs from an underutilised premises. Encouragingly, TFG returned to profitability in the second half of the financial year. 

The subsidiary Vanti Ltd contributed the majority of the TFG profit with a strong performance in its projects department off the back of its expedited move to master systems integration work from the acquisition of the Vanti assets. Software revenue increased recurring revenue within the service department, making the company less reliant on new project wins.

TFG Stage Technology Ltd performed poorly after a record breaking previous financial year. Much of this was due to the lack of a comparable replacement for its largest ever project in 2022/23. TFG Stage Technology's pipeline and work in progress significantly increased towards the end of the financial year under review providing greater stability to future revenue streams.

The property sale in September 2024 will also result in a significantly reduced overhead for Vanti as a result of being able to move its operational hub to Birmingham where a large proportion of its staff are based.

Anders + Kern

1Alternative performance measures, refer to page 16 for definition

The results shown above for the prior year related only to the performance from the date of acquisition on 14 July 2023, when its results were consolidated into the Group, and therefore represented just over 2 & 1/2 months' trade for the year ended 30 September 2023.

Anders + Kern U.K. Ltd performed significantly behind expectations. The company lost key distribution rights and is now transitioning to be more focussed on SaaS and smart building revenue streams. The company's cost base has been realigned to match its level of activities in the current financial year.

ecoDriver

1Alternative performance measures, refer to page 16 for definition

The results shown above for the current year related only to the performance from the date of acquisition on 17 October 2023, when its results were consolidated into the Group, and therefore represented just under 11 & 1/2 months' trade for the year ended 30 September 2024.

ecoDriver grew strongly in its first year of ownership by the Group, with revenue of £477k with second half revenue 21% higher than the first half. The segment recorded a small loss excluding group management charges, with £110k of software development costs being capitalised. Approximately 30% of ecoDriver's revenue is recurring, under long term contracts for software licence fees and advisory services.

Architecture businesses

United Kingdom Architecture

1Alternative performance measures, refer to page 16 for definition

The UK's architecture revenue increased 7.5%, and stripping out pass through subconsultant costs revenue increased 6.5% year on year.

With net revenue per full time equivalent technical staff remaining broadly constant with the previous year the increase in revenues together with the cost cutting actions referred to in the Chief Executive's report fed through to an increase in the contribution of the UK architecture businesses both before and after central management charges.

The loss before tax includes a provision of £264,000 relating to a call from The Wren, a mutual insurance organisation of which the Group's UK Architecture businesses are members and through which they obtain their professional indemnity insurance, to meet a regulatory requirement to strengthen its capital base.

Improvements in the market in the final quarter of the year saw significant new enquiries and success, Veretec in particular converting the enquiries into confirmed work. As a result, Veretec started the year commencing 1 October 2024 with a much stronger order book and has been undertaking significant levels of recruitment.

Continental Europe

The principal components of the Continental Europe hub are the two German investments, for which under the prevailing accounting rules we do not show revenue and costs but only report our share of profits.

1Alternative performance measures, refer to page 16 for definition

The hub result before tax (including Group management charges), including the joint venture and associate in Germany, was a profit of £73k (2023: £277k).

Continental Europe's result is materially dominated by the associate in Berlin and joint venture in Frankfurt. The year to 30 September 2024 represented another profitable year, albeit down on the prior year, as the operations experienced a significant slowdown in the local market, primarily in the residential sector. However, they together still contributed £157k (2023: £341k) profit (including Group management charges) to the Continental Europe result.

Reported revenues comprise the Turkish subsidiary for the 3 months up to the sale of the operation in December 2023. Revenues therefore decreased to £39k (2023: £194k), with revenue less subconsultant costs of £39k (2023: £128k). The operation made a £4k profit before tax across those months, however the segment result includes a charge of £88k being the accounting loss on disposal.

Total revenues under management decreased 7.9%, whilst revenue less sub consultant costs decreased 8.0%. Staff numbers decreased to 117 FTEs (2023: 121), due to the sale of the Turkish subsidiary. Lower efficiency in Germany due to market driven project pauses and delays led to a decrease in net revenue per FTE technical staff to £98k (2023: £103k) and with it the reduction in profitability.

Middle East - discontinued operation

1Alternative performance measures, refer to page 16 for definition

Following the disposal of John R Harris & Partners (JRHP) in April 2022, and management's decision to take on no new projects and transition to cease activities in the region, costs were nominal in the year.

The Middle East hub continues to be treated as a discontinued operation.

Financing

The year under review and subsequently has seen a marked improvement in the Group's cash position.

The net deficit (see note 25) at the year-end was significantly lower than the prior year as a result of the cash generated from the sale of The Old Torpedo Factory freehold property sale, from which the mortgage on the freehold was fully repaid, along with a partial prepayment against the Coronavirus Business Interruption Loan Scheme ("CBILS") loan TFG has with NatWest.

The year-end deficit was £253k (2023: £2,140k), comprising cash of £353k (2023: £522k), cash included in assets held for sale (see note 28) of £nil (2023: £30k), a net overdraft of £164k (2023: £122k), the balance of the Coutts CBILS loan fully paid off in the year £nil (2023: £167k), the NatWest CBILS loan reduced to £417k (2023: £992k), and the mortgage paid off £nil (2023: £1,411k). When TRCS (renamed ecoDriver) was acquired in Oct-23 it had a Lloyds Banking Group loan facility guaranteed by the Bounce Back Loan Scheme (BBLS), the balance as at 30 September 24 was £25k.

The Group's £250k overdraft facility from its bankers Coutts & Co was renewed in September 2024 for 6 months to 31 March 2025, continuing to provide working capital flexibility and to support the UK Architecture businesses. Coutts have indicated they intend to extend an overdraft for a longer period and will review the amount at the renewal date. This is discussed further in note 1.

The Coutts CBILS loan set out in note 24 was arranged with Coutts & Co in response to the challenges impacting trade incurring losses during the COVID pandemic. The loan was repayable over 3 years with a 12 month payment holiday, and the first instalment made in June 2022, to be paid back in 24 monthly instalments through to May 2024. The final payment on the loan was made as scheduled during the year.

Vanti Ltd and TFG Stage Technology Ltd have a combined Invoice Finance Agreement with Bibby Factors, amounts due in respect of this facility are disclosed under other creditors. The companies can use these facilities to draw down a percentage of the value of certain sales invoices and applications. This is limited to a maximum draw down of £540k across both companies with a year-end balance drawn of £535k, this is secured by way of debenture.

Going Concern

Overview

As set out more fully in the Chief Executive's report the Group's two divisions are trading well, with strong order books, circumstances which, in the Directors' opinion, are sufficient to allow the Group's debts to be discharged as they fall due.

In the event trading deteriorates the Group has a number of actions it could take to mitigate funding pressure, including an existing undrawn financial facility of £920k.

Basis of the board's opinion

The Board has produced cash flow forecasts for a period of 18 months from the approval of these financial statements, which comprise detailed income statements, statements of the financial position and cash flow statements for each of the Group's operations. The Board has also considered the risks and uncertainties associated with the principal operations and the funding position in general, including the consideration of a number of differing scenarios based on varying trading performance across the Group.

The Group's forecasts are prepared using information on secure contracted work and potential work which is deemed to have a greater than 50% chance of being undertaken, with the income figures suitably discounted, and on new work based on historical experience.

Acquisitions

The Board's stated intention is to achieve a leading presence in the provision of smart buildings services through a combination of organic growth and targeted acquisitions. To date, the Group has made four Smart Building related acquisitions and plans to make others in the coming months and years. Inevitably this requires an element of cash, as part of the purchase consideration and for the associated professional fees.

However, in connection with this assessment of going concern the Directors note that each such acquisition is a discretionary event, as is the proportion of any consideration paid in cash. The Board's intention is to avoid placing undue stress on the Group's cashflows from expanding at a pace faster than can be sensibly funded.

Bank debt

As at 30 September 2024 total borrowings were significantly lower than the prior year at £606k (2023: £2,692k), as the Group paid off the final balance of the Coutts CBILS loan, repaid the balance of the mortgage on completion of the sale of the freehold property and made significant payments on the NatWest CBILS loan. Of this balance, current borrowings were £522k (2023: £2,050k).

The Coutts overdraft is due for renewal from 31 March 2025. Based on discussions to date the board expects a facility to be offered on an acceptable basis.

Mitigating action

Should either the cash generation from the Group's existing business units decline or the push for growth in the smart buildings arena lead to a prolonged shortfall in cash the Board has the following funding or mitigating options beyond the typical cost cutting in the face of declining activities:

· Vanti Ltd has received a time limited fully approved offer for a £920k loan which can be drawn down if needed.

· The Board also believes that the existing invoice discounting facility may be extended to a larger limit.

· The Group is currently paying off its liability in respect of state-backed funding provided during the Covid pandemic. The CBILS loan drawn by TFG will be fully repaid by July 2026. By replacing this debt with a new facility repayable over a longer period the annual cash costs associated with this debt would fall.

· The Board believes the commercial value of a number of its businesses and investments is substantial in relation to the Group as a whole and if necessary could be realised at values which are in excess of book value.

· As a company with shares quoted on the London Stock Exchange there is the option to seek additional equity investment from the issue of new shares, as was demonstrated by the share subscription in connection with the Vanti transaction.

· The Group has outstanding warrants entitling holders to subscribe £375,000 of cash for new shares. The exercise price is 1 penny per share, which is a significant discount to the current market price, and it is therefore reasonable to expect the warrants will be exercised prior to their expiry in April 2027.

Other funding and mitigating options available to the board are also discussed in note 1.

Based on forecasts prepared and reviewed for the period to 30 September 2026, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. For this reason, the Board considers it appropriate to prepare the financial statements on a going concern basis.

The going concern statement in the Directors' report and corresponding section in note 1 provide a summary of the assessments made by the directors to establish the financial risk to the Group over the next 12 months. This is further supplemented by the principal risks and uncertainties section in the Strategic Report.

Key Performance Indicators ("KPIs")

The key performance indicators used within the Group for assessing financial performance are:

· Revenue less sub consultant costs which reflects the revenue generated by our own technical staff but excludes the revenue attributable to sub consultants, which are mainly passed through at cost. This is the key driver of profitability for our business, and is discussed by segment on pages 9 to 14;

· Revenue less sub consultant costs being generated per full time equivalent (FTE) technical member of staff ('net revenue per FTE technical staff'). This KPI is only analysed on a segmental basis and calculations for each segment can be found on pages 10 to 14; 

· Result before taxation (excluding Group management charges), and result before taxation (including Group management charges), which are further assessed on pages 10 to 14;

· Cash at bank and in hand and net funds / (debt), which is assessed further on page 2.

· Full time equivalent technical members of staff are given for each hub on pages 10 to 14.

Antony Barkwith

Group Finance Director

21 March 2025

Strategic report

The Directors present their Strategic Report for the Group for the year ended 30 September 2024.

Strategy

We aim to create shareholder value over the medium and longer terms through the provision of smart building services to the property sector drawing on our extensive architecture heritage. At the same time we aim to provide an attractive and rewarding working environment for our staff.

On 27 February 2025, in recognition of the progression of the Group's strategy, the Group's name was changed to Built Cybernetics plc.

Business Model

Smart Buildings

We intend to establish a leading presence in the delivery of smart buildings services, which entails acquiring and developing our own smart buildings software and the provision of support services.

We have completed four related acquisitions and for the first time in the Group's history income from non-architecture activities exceeds income from architecture.

As this side of the Group's activities continues to develop and as we further develop our own systems the proportion of income represented by software licencing and related services is expected to increase. In so doing this element of the Group's business will be far more scalable than the traditional architecture model, where growth generally requires the recruitment of additional staff and once a project is completed there is no further revenue.

Architecture

Our architecture and interior design businesses operate in the UK and Germany. Our operation in Turkey was sold to local management in December 2023, and along with other locations will continue to operate through licence based arrangements where the responsibility for profit rests with local management and owners. 

The United Kingdom hub comprises two principal service offers: an executive architectural delivery service operating under the Veretec brand, and a comprehensive architectural design including master planning, interior design and fit-out capability under the Aukett Swanke brand.

Additionally, we have equity interest in leading architecture practices in Berlin and Frankfurt and brand licence arrangements in the UAE and Turkey.

Our architecture business model is to charge on a time or project basis for the work of our professional staff.

Principal Risks and Uncertainties

The directors consider the principal risks and uncertainties facing the business are as follows:

Geo-political factors

Political events and decisions, or the lack thereof, can seriously affect the markets and economies in which the Group operates, leading to a lack of decisions by government bodies and also by clients. More specifically anything that creates or adds to economic uncertainty has the possibility of delaying long term property related investment decisions. In turn this directly impacts workload and can even delay committed projects.

Levels of property development activity

Changes in development activity levels have a direct impact on the number of projects that are available. These changes can be identified by rises and falls in overall GDP, construction output, planning application submissions, construction tenders and starts, investment in the property sector and numbers of new clients.

In addressing this risk, the Group considers which markets and which clients to focus upon based on the strength of their financial covenant so that there is clear ability to provide both project seed capital and geared funding to complete the delivery process.

Share price volatility

A strong share price and higher market capitalisation attract new investors and provide the Group with greater flexibility when considering M&A activity. Conversely a weaker share price affords the Group less flexibility.

The widely reported issues with AIM, which in 2024 lost 9% of its companies remains a concern, but one outside the Company's control.

Technical Risk

There can be no guarantee that the Group's current competitors or new entrants to the markets in which the Group's businesses operate will not bring superior technologies, software, products or services to the market which, in consequence, make the Group's current offerings obsolete. The Group therefore needs to enhance and develop these offerings and will need to anticipate or respond promptly and successfully to technological change. If the Group is unable to do this sufficiently well, or at all, it may be at a significant disadvantage to the competition. The Group seeks to mitigate this risk through, inter alia, a well structured development programme and ongoing investment in its software and by staying abreast of market trends.

Operational gearing and funding

As a small but acquisitive Group we have a relatively high level of operational gearing, through staffing, IT and property costs, which makes it difficult to reduce costs sufficiently quickly to immediately avoid losses and associated cash outflows when faced with sharp and unpredicted falls in revenue.

Nevertheless in 2024 we instigated a £2.0 million cost savings programme which, together with the disposal of a freehold property for £2.5 million in September 2024, improved the position.

The Directors seek to ensure that the Group retains appropriate funding arrangements and regularly and stringently monitor expected future requirements through the Group's annual budgeting, monthly forecasting and cash flow, and weekly and daily cash reporting processes in order to react immediately to a required change with maximum flexibility.

Staff skills and retention

Our business model relies upon a certain standard and number of skilled individuals based on qualifications and project track record. Failure to retain such skills makes the strategies of the Group difficult to achieve.

The Group aims to ensure that knowledge is shared and that particular skills are not unique to just one individual.

The Group conducts external surveys to ensure that salaries and benefits are appropriate and comparable to market levels and endeavours to provide an attractive working environment for staff.

Staff training programmes, career appraisals and education assistance are provided, including helping our professionally qualified staff comply with their continuing professional development obligations. Training programmes take various forms including external courses and external speakers.

Quality of technical delivery

In common with other firms providing professional services, the Group is subject to the risk of claims of professional negligence from clients.

The Group seeks to minimise these risks by retaining skilled professionals at all levels and operating quality assurance systems which have many facets. These systems include identifying specific individuals whose roles include focusing on maintaining quality assurance standards and spreading best practice.

The Group's UK architecture operation is registered under ISO 9001 which reflects the quality of the internal systems under which we work. As part of these registrations an external assessor undertakes regular compliance reviews. In addition, as part of its service to members, the Mutual, which provides professional indemnity insurance to the UK, undertakes annual quality control assessments.

The Group's UK architecture businesses maintain professional indemnity insurance in respect of professional negligence claims but are exposed to the cost of excess deductibles on any successful claims. This insurance cover is provided by The Wren, which is an industry body formed to provide such insurance, and of which the Group's UK architecture businesses are members. The Wren is a mutual organisation owned and funded by its members and accordingly, the Group's UK architecture businesses can be subject to cash calls alongside other members in the event The Wren's reserves fall to a level where its capital ratios are below the level required by its regulator.

Contract pricing

Fee proposals to clients are prepared by experienced practice directors who will be responsible for the delivery of the projects. Fee proposals are based on appropriate due diligence regarding the scope and nature of the project, knowledge of similar projects previously undertaken by the Group and estimates of the resources necessary to deliver the project. Fee proposals for larger projects are subject to review and approval by senior Group management and caveats are included where appropriate.

Under performing acquisitions

The acquisition of businesses for too high a price or which do not trade as expected can have a material negative impact on the Group, affecting results and cash, as well as absorbing excessive management time.

The Group invests senior management time and Group resources into both pre- and post-acquisition work. Pre-acquisition there is a due diligence process and price modelling based on several criteria. Agreements entered into are subject to commercial technical and legal review. Post-acquisition there is structured implementation planning and ongoing monitoring and review.

Cybersecurity Risk

An unauthorised intrusion, phishing infiltration, denial of service or some similar act by a malevolent party could disrupt the integrity, continuity, security and trust of the Group's systems, including those licenced to customers. Although the Group has protections and backup systems in place, should these protections fail or be breached in a cyber attack, this could impact the day to day operations of the Group and result in costly litigation, significant financial liability and a loss in confidence in the Group's ability to serve its clients securely, which could have a material adverse impact on the Group's business. In addition, due to the ever-evolving nature of these threats, the Group is required to continue to invest resources to enhance the Group's security systems. The Group has technical and physical controls in place to mitigate unauthorised access to client data, but may not be able to prevent a material event in the future.

The Strategic Report was approved by the Board on 21 March 2025 and signed on its behalf by

Nick Clark

Chief Executive

Board of Directors

Clive Carver (Non-Executive Chairman)

FCA FCT Aged 64

Clive became Chairman in December 2022 having joined the board in May 2019 as a non-executive director. 

He has been the Chairman of AIM listed Caspian Sunrise PLC since 2006, and over the past decade has served on the boards of 8 companies listed on the London Stock Exchange, often in the role of Chairman.

He spent 15 years as a Qualified Executive with a number of City broking firms and was until 2011 Head of Corporate Finance at finnCap. He qualified as a Chartered Accountant with Coopers & Lybrand and has worked in the corporate finance departments of Kleinwort Benson, Price Waterhouse, Williams de Broe and Seymour Pierce. He is also a qualified Corporate Treasurer.

Clive chairs the Audit committee and the Governance & Regulatory Committee and is a member of the Remuneration and Risk Committees.

Robert Fry (Deputy Chairman)

BA(Hons) DipArch MA RIBA Aged 68

Robert was appointed interim CEO of the Group in January 2023 having joined the Board in March 2018 as Executive Director and Managing Director - International.

Following Nick Clark's appointment as Group Chief Executive in April 2023 Robert became a part time executive director and Deputy Chairman with responsibly for the Group's UK architecture and international operations. Robert became a non-executive director in April 2024.

Following his graduation from Sheffield University he spent his formative years at Milton Keynes Development Corporation. In 1987 Robert became a founding member of Swanke Hayden Connell's London office, joining its Board in 2002 and becoming Managing Director of the UK and Europe group in 2005.

Robert is Chairman of the board's Risk committee and a member of the Audit, Remuneration, and Governance & Regulatory Committees.

Nick Clark (Chief Executive)

BSc (Hons), MPhil Aged 50

Nick was appointed as an executive director of the Group in March 2023 following the acquisition of TFG and became Chief Executive in April 2023.

He founded the TFG business in 1997 and has grown it through a combination of acquisitions and organic growth. Nick is also a non-executive director at Acuity RM Group plc, the AIM-quoted provider of risk management software.

Prior to starting TFG Nick studied physics at Imperial College, followed by an MPhil in Microelectronic Engineering and Semiconductor Physics at the University of Cambridge.

Nick is a member of the Remuneration and Governance & Regulatory Committees.

Antony Barkwith (Group Finance Director)

FCA MPhys (Hons) Aged 44

Tony is the Group Finance Director of Built Cybernetics plc. He joined the Group in November 2018 as Group Financial Controller, was promoted to Group Finance Director (non-Board) in April 2019 and was subsequently appointed to the Board in July 2019.

Tony is a Chartered Accountant, having qualified with BDO LLP, and has a master's degree from the University of Warwick. He was previously Group Financial Controller for Advanced Power, an international power generation developer, owner and asset manager, working there from 2010 until 2018.

Freddie Jenner (Group Chief Operating Officer)

FCCA BSc (Hons) Aged 41

Freddie was appointed to the Board in June 2023 as Chief Operating Officer.

Freddie joined the finance team at what is now Vanti Ltd in 2007, becoming Finance Director of the parent company Torpedo Factory Group Limited when he qualified as a chartered certified accountant in 2012. He was instrumental in driving growth in value of TFG through acquisitions and upgrading systems and processes over the following decade, prior to the acquisition of TFG by the Group in March 2023.

Freddie is a member of the Risk Committee.

Tandeep Minhas (Non-executive director)

LLB (Hons), LPC, CF Aged 53

Tandeep was appointed to the board as a non-executive director in April 2023.

Tandeep is a partner in international law firm Taylor Wessing LLP, where she heads the Corporate Finance practice. She advises on all aspects of corporate finance M&A work, including public takeovers, fundraisings and IPOs, company and business acquisitions and disposals, joint ventures and reorganisations.

She has specialist knowledge of the public markets in the UK and has advised on numerous flotations and secondary fundraisings on both the Main Market and AIM, acting for both companies and corporate finance/broking houses, nomads and sponsors.

She has particular experience in advising international companies across a wide variety of sectors and is lead corporate partner in Taylor Wessing's India Business Group. She also sits on the Board of the Corporate Finance Faculty of the Institute of Chartered Accountants in England & Wales.

Tandeep chairs the Remuneration Committee and is a member of the Audit, Governance & Regulatory and Risk Committees.

Board committees

The board has the following committees

· Audit Committee

· Remuneration Committee

· Governance & Regulatory Committee

· Risk Committee

Remuneration Committee Report

Remuneration Committee

The Remuneration Committee comprises Tandeep Minhas, Clive Carver, Robert Fry and Nick Clark, and is chaired by Tandeep Minhas.

The Remuneration Committee determines the contract term, basic salary, and other remuneration for the members of the Board and the senior management team. No director participates in any decisions regarding their own remuneration.

Remuneration policy

The remuneration policy is to provide terms of employment that will attract, retain and motivate the Group's Directors and senior management. This consists of a basic salary, pension, ancillary benefits and other performance-related remuneration appropriate to their individual responsibilities and having regard to the remuneration levels of comparable posts.

Service contracts

Details of the current Directors' service contracts are as follows:

The Company's policy is to offer service agreements to Executive Directors with notice periods of not more than twelve months. Antony Barkwith, Nick Clark and Freddie Jenner have rolling service contracts with the Company which are subject to six months' notice of termination by either party.

The remuneration packages of Executive Directors comprise basic salary, contributions to defined contribution pension arrangements, discretionary annual bonus, discretionary share options and benefits in kind such as medical expenses insurance.

Non-Executive Directors do not have service contracts with the Company, but the appointment of each is recorded in writing. Non-Executive Directors do not receive any benefits in kind and are not eligible for bonuses or participation in either the share option schemes or pension arrangements.

Basic salary, pension, and benefits

The basic salaries, pensions, and benefits of the Directors who served during the financial year are established by reference to their responsibilities and individual performance, and are disclosed in note 9.

On 26 April 2024 Robert Fry transitioned from an executive director and became a non-executive director.

Bonus schemes

All Executive Directors are eligible for consideration of participation in the Company bonus scheme. However, no bonuses are payable in respect of the year ended 30 September 2024 (2023: nil).

Long term incentives

Share options

The current interests as at 30 September 2024 (which is unchanged as at the date of approval of these accounts) of the current Directors in share options agreements are as follows:

All of the above options were granted under the Company Share Option Plan ("CSOP"). This was introduced on 22 December 2023 and replaced the Company's previous Enterprise Management Incentive ("EMI") scheme. All outstanding options under the EMI scheme were surrendered and the CSOP is the Group's only outstanding option scheme.

There were no options exercised in the year to 30 September 2024.

The total number of options at 30 September 2024 and at the date of this report is 29,716,666, representing approximately 8.71% of the total number of shares currently in issue.

On behalf of the Directors of Built Cybernetics plc,

Tandeep Minhas

Chair of Remuneration Committee

Directors' report

The Directors present their report for the year ended 30 September 2024.

Corporate governance

The Company is pleased to be an early adopter of the QCA Corporate Governance Code (2023) published by the Quoted Companies Alliance, which comprises 10 Principles.

We set out our compliance with these Principles below. This information can also be found on our website here: https://builtcybernetics.com/corporate-documents-and-circulars

PRINCIPLE 1: Establish a purpose, strategy, and business model which promotes long-term value for shareholders

The strategy and business model for the Group is set out in the Strategic Report on page 17.

During the period under review and subsequently the Group's strategy has evolved so that its principal purpose is to create shareholder value through the development of smart building services to the property sector drawing on its extensive architectural heritage.

We aim to create this shareholder value over the medium and longer terms by increasing profits and at the same time provide an attractive and rewarding working environment for our staff.

On 27 February 2025 in recognition of the progression in the Group's strategy the Group's name was changed to Built Cybernetics plc.

We operate throughout the United Kingdom from sites in London, Birmingham, and Manchester; Continental Europe with significant investments in Berlin and Frankfurt; along with a Licensee operation in Istanbul and a Marketing Agreement with a Middle East operation in Dubai.

Our Smart Buildings activities are centered on the Vanti operations, which incorporates the Torpedo Factory Audio Visual and Stage Technology businesses acquired in March 2023. Additionally we operate in the energy efficiency sector under the ecoDriver brand and distribute sensors and other workplace technology under the Anders+Kern UK brand.

The UK Architecture hub comprises two principal service offerings: an executive architectural delivery service operating under the 'Veretec' brand and a comprehensive architectural design including master planning, interior design and fit-out capability under the 'Aukett Swanke' brand.

Our Continental European Architecture operations provide services offered that are consistent with those of the UK Architecture operation.

Our Licencee Agreement is marketed under the 'Aukett Swanke' brand. The service offered within the regions they operate within include architectural and interior design, post contract delivery services including architect of record and project execution stage services.

PRINCIPLE 2: Promote a corporate culture that is based on ethical values and behaviours

The About Us section of the Company's website sets out our vision and explains how we engage with our clients and other stakeholders. This also provides separate website details of each entity within the Group.

Our employees recognise that the professional services we offer have a significant impact on not just our direct clients but also on the public realm, society and the environment as a whole.

Client and stakeholder engagement and feedback are an integral and iterative part of the design process undertaken on projects.

Alongside the contribution made to our clientele and others through the execution of our services we actively participate as thought and practice leaders in initiatives and events in the property and PropTech industries. We also undertake voluntary and charitable endeavours that are featured on the Company and subsidiaries' websites, internal Intranet sites and social media platforms.

PRINCIPLE 3: Seek to understand and meet shareholder needs and expectations

Information about the Company's shares, listing information, significant shareholders, Directors' shareholdings and share donations are set out within the AIM Securities information section of the Company's website and in the annual report.

The Executive Directors understand the importance of shareholder dialogue and regularly engage with shareholders at the time of results announcements, at the AGM or as requested. A dedicated mailbox is available at [email protected]

Following the recent name change, the Company has a new website at www.builtcybernetics.com which is investor-focused and where shareholders can register to receive notifications of RNS announcements, and can ask questions of the Company and its management.

The primary contact for investors is Nick Clark, Chief Executive.

PRINCIPLE 4: Take into account wider stakeholder interests, including social and environmental responsibilities

The Group is committed to delivering smart building solutions and architectural services that create long-term value for all stakeholders, including clients, employees, investors, and wider society. Our approach integrates environmental sustainability, social impact, and ethical business practices into our decision making.

Sustainability & Environmental Responsibility

· We incorporate sustainable design principles, energy efficiency strategies, and circular economy practices into our projects.

· Our architecture and smart building solutions support BREEAM, LEED, and WELL standards, ensuring high-performance, low-carbon buildings that improve occupant well-being.

· Our ecoDriver brand helps clients optimise energy consumption, reducing environmental impact across real estate portfolios.

· We actively seek to minimise our own operational footprint, with initiatives focused on reducing energy use, material waste, and carbon emissions.

Engagement with Clients, Tenants & Building Users

· As an industry leader in smart buildings, we prioritise user experience, integrating technologies that enhance workplace productivity, comfort, and efficiency.

· We engage clients and end-users in the design process, ensuring our solutions meet both functional and sustainability goals.

· Our Vanti operations specialise in workplace technology that supports hybrid working models and enhances real estate flexibility.

Industry Engagement

· We actively participate in PropTech and real estate industry forums, collaborating with policymakers, developers, and technology partners to shape the future of smart buildings.

· Our teams contribute to thought leadership initiatives, speaking at events and sharing insights on best practices in architectural design and PropTech innovation.

Through these initiatives, we align our business activities with the interests of our stakeholders, creating long-term value while making a positive environmental and social impact.

PRINCIPLE 5: Embed effective risk management, internal controls, and assurance activities

The Group's risk management objective is to identify, document, and monitor factors that represent risks to the Group in fulfilling its strategic objectives and to manage those risks consistent with agreed risk tolerances.

The Risk Committee is the principal tool by which the Group carries out this process, allowing the Board to assess business risks in the context of best practices consistent with corporate governance codes.

Key risks and uncertainties are set out on pages 18 to 20 of this annual report, and corporate governance statements relating to the company and its operations are set out within the Corporate Documents section of the Company's website.

A data privacy notice outlines our policy and procedures covering how information is collected and used, whether via our website or by visiting our sites, along with individuals' rights and reporting measures for any breaches.

The Company's intranet site provides details of our internal management structure, policies, and compliance procedures, including sustainability, health & safety, data privacy, anti-corruption & bribery, share dealing, social media, whistleblowing, equality & diversity, and modern slavery policies.

PRINCIPLE 6: Establish and maintain the board as a well-functioning, balanced team led by the chair

The Board comprises three Non-Executive Directors (NED's) and three Executive directors. The Board believes that this is an optimal structure for a Group of our size balancing oversight, governance, strategic development, and operational performance. Two of the NEDs are independent and the third is a former executive director and qualified architect.

The Board meets formally on a bi-monthly basis.

The ultimate management of the Group is by the Board and its committees. The role, remits and reports of the committees are set out in the Directors' report. Implicit within all remits is the obligation of the Board under the Companies Act 2006 to promote the success of the Company.

Day to day and operational management is delegated to the Chief Executive, Group Finance Director, Chief Operating Officer, Chief Technical Officer and the subsidiary directors. Each business in the group has its own management team and its own board. At least two of the Chief Executive, COO, CTO and GFD are represented on all trading subsidiary boards.

Delegated responsibility is defined at each level and there are authority matrices which set out limits of responsibility at specific levels and for specific actions and activities. Each individual board meets formally at least quarterly, and informally more frequently.

The attendance record for the year is included in the Directors' Report on page 32.

Board committees and their remits are set out in the Directors' Report.

PRINCIPLE 7: Maintain appropriate governance structures and ensure directors have up-to-date experience and skills

Biographies of each board member are on pages 21-22 of the annual report and on the AIM Rule 26 section of our website.

Board members are encouraged to take on external roles that do not conflict with their directorship. Several directors hold external positions that contribute to their professional development and the company's strategic insights. Where the Board lacks appropriate skills it approaches relevant experts within the Group or externally as required. 

The Directors have access to the Company's nominated adviser, lawyers and auditors as and when required and can obtain advice from other external bodies when necessary. If required, the Directors are entitled to take independent legal advice.

The instances where external advice was sought in 2024 were in relation to compliance with the AIM Rules and various legal matters.

The Board believes that the current balance of skills reflects a broad range of personal, commercial and professional skills and a range of financial and managerial skills. The Chairman maintains ongoing communications and updates with the Non-Executives between formal Board meetings.

The Directors and senior members of staff review, mentor and develop colleagues on an ongoing basis in a coaching and advisory capacity.

All members of the Board endeavour to keep up-to-date and attend seminars and training courses as appropriate. Directors are required to complete CPD in accordance with their professional qualification where relevant.

PRINCIPLE 8: Evaluate board performance based on clear objectives

Following the recommendations of the new QCA Code the board has undertaken a formal review of its effectiveness.

The review considered among other things

· Board composition

· Board skills & experience

· Compliance with best practice governance standards

· Board meetings (before, during and after)

· Board committees

· Decision making

· Strategy

· Executive management assessment

· Non-executive directors assessment

· Training needs

· Value for money

The general assessment was good with clarity on the strategic direction and how best to achieve it. However, as a result of the review improvements are being made to

· the board packs distributed before the meetings

· ensure board discussions focus more on strategic rather than operational matters

· the delineation on the roles of the executive directors

· provide a clearer focus on the board's approach to risk management

· add a formal review of compliance with the regulations appropriate to an AIM company to the remit of the renamed Governance and Regulatory Committee

PRINCIPLE 9: Establish a remuneration policy supportive of long-term value creation

The Remuneration Committee is responsible for assessing and managing Board performance and rewards. More information about this committee is provided on page 31 of the annual report and on the PLC Board section of the Company's website. The Remuneration Committee's report, which includes the Remuneration Policy, is set out on pages 23 and 24 of the annual report.

In line with the new QCA Code the Company is putting the Remuneration Policy and the Remuneration Report to advisory votes at the forthcoming AGM.

PRINCIPLE 10: Communicate how the company is governed and is performing

The following documents are held on the Company's website:

· Annual Report and Accounts

· Interim Announcements

· General Meeting notices

· Trading updates

· Memorandum and Articles of Association

· Most recent Admission Document

Board of Directors

The Group is headed by a Board of Directors which leads and controls the Group, and which is accountable to shareholders for the corporate governance of the Group.

The Board currently comprises three Executive Directors and three Non-Executive Directors who bring a wide range of experience and skills to the Company.

The Board considers Clive Carver and Tandeep Minhas to be independent Non-Executive Directors. Robert Fry, who became a non-executive director at the closing of the 2024 AGM, is not under QCA rules considered to be independent in view of his longstanding previous role as an Executive Director.

The Board meets regularly six times a year and additionally as required to determine the policy and business strategy of the Group and to take or approve significant decisions. The Board has delegated certain authorities to Board committees, each with formal terms of reference.

At each board meeting where relevant the Committee Chairs report to the board on matters discussed at the committee meetings.

Audit Committee

The Audit Committee is responsible for overseeing the relationship with the external auditor, which includes considering its selection, independence, terms of engagement, remuneration and performance.

It meets at least twice a year with the external auditor to discuss audit planning and the audit findings, with certain executive directors attending by invitation. If appropriate, the external auditor attends part of each committee meeting without the presence of any executive directors.

The Audit Committee currently comprises Clive Carver as Chairman, who for the past 34 years has been a Fellow of the Institute of Chartered Accountants in England & Wales (ICAEW), Robert Fry, and Tandeep Minhas, who is a board member of the ICAEW's corporate finance faculty.

During the year the Committee met on 3 occasions, and in November 2024 approved the appointment of MAH, Chartered Accountants as the new Group auditors.

Remuneration Committee

The Remuneration Committee convenes not less than twice a year, ordinarily on a six monthly basis, and during the year it met on 1 occasion. The Committee currently comprises Tandeep Minhas as Chair, with Clive Carver, Robert Fry and Nick Clark as members.

It is responsible for determining remuneration policy and all aspects of the Directors' remuneration and incentive packages including pension arrangements, bonus provisions, discretionary share options, relevant performance targets and the broader terms and conditions of their service contracts. No director participates in discussions relating to their own remuneration.

Governance & Regulatory Committee

Since the year end the Governance & Regulatory Committee has been re-constituted to deal with the burden of compliance with seemingly ever-increasing layers of regulation.

The committee now comprises Clive Carver as Chair, with Tandeep Minhas and Nick Clark as members. In a previous life Clive Carver spent 15 years as a Qualified Executive under the AIM Rules and led the corporate finance departments of three of the more active Nominated Adviser firms. Additionally, Tandeep Minhas has 30 years' experience in advising public companies on compliance with the regulations applicable to UK public companies. Nick Clark's presence on the Committee provides a link between the non-executive members and the management teams across the Group,

Risk Committee

The Risk Committee is responsible for setting the Group's policy to the identification and mitigation of risk. It is not however, responsible for the day-to-day identification and mitigation of risk which is very much an executive function.

The Risk Committee currently comprises Robert Fry, as Chairman and was for several decades a leading architect, Freddie Jenner, Clive Carver and Tandeep Minhas.

Directors

Antony Barkwith, Clive Carver, Nick Clark, Robert Fry, Freddie Jenner and Tandeep Minhas all served as Directors of the Company throughout the year ended 30 September 2024.

Biographical details of the Directors are set out on pages 21 and 22.

The Company maintains directors' and officers' liability insurance.

Attendance at board meetings by members of the Board were as follows:

Directors' interests

Directors' interests in the shares of the Company were as follows:

Substantial shareholdings

At 21 March 2025 the Company had been informed of the following notifiable interests of three per cent or more in its share capital:

* Nick Clark and Keith McCullagh's shares are included within a Concert Party holding a total of 96,159,484 shares representing 28.19% of the number of ordinary shares.

Share price

The mid-market closing price of the shares of the Company at 30 September 2024 was 1.675 pence and the range of mid-market closing prices of the shares during the year was between 0.85 pence and 1.775 pence.

Streamlined energy and carbon reporting ("SECR")

Under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 ('the 2013 Regulations') and the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 ('the 2018 Regulations'), quoted companies and large unquoted companies are required under part 13 of the companies Act 2006 to disclose information relating to their energy usage and Greenhouse Gas ("GHG") emissions.

For these purposes, quoted companies defined as those whose equity share capital is officially listed on the main market of the London Stock Exchange ("LSE"); or is officially listed in an European Economic Area State; or is admitted to dealing on either the New York Stock Exchange or NASDAQ.

The Company is not large, and whilst the Company's shares are traded on AIM, the Company is not listed or traded on the main market of the LSE. The company is therefore not required to disclose energy and carbon information.

Statement by the Directors in performance of their statutory duties in accordance with s172 (1) Companies Act 2006

The Board is mindful of the duties of directors under S.172 of the Companies Act 2006 to have regard to the following six factors:

a) the likely consequences of any decisions in the long-term;

b) the interests of the Group's employees;

c) the need to foster the Group's business relationships with suppliers, customers and others;

d) the impact of the Group's operations on the community and environment;

e) the desirability of the Group maintaining a reputation for high standards of business conduct; and

f) the need to act fairly as between shareholders of the Group.

Directors act in a way they consider, in good faith, to be most likely to promote the success of the Group for the benefit of its shareholders. In doing so, they each have regard to a range of matters when making decisions for the long term success of the Group.

Our culture is that of treating everyone fairly and with respect and this extends to all our principal stakeholders. Through engaging formally and informally with our key stakeholders, we have been able to develop an understanding of their needs, assess their perspectives and monitor their impact on our strategic ambition.

As part of the Board's decision-making process, the Board and its Committees consider the potential impact of decisions on relevant stakeholders whilst also having regard to a number of broader factors, including the impact of the Group's operations on the community and environment, responsible business practices and the likely consequences of decisions on the long term.

Our objective is to act in a way that meets the long term needs of all our main stakeholder groups. However, in so doing we pay particular regard to the longer term needs of shareholders.

We engage with investors on our financial performance, strategy and business model. Our Annual General Meeting provided an opportunity for investors to meet and engage with members of the Board.

The Board continues to encourage senior management to engage with staff, suppliers, customers and the community in order to assist the Board in discharging its obligations.

Further details of how the Directors have had regard to the issues, factors and stakeholders considered relevant in complying with s172 (1) (a)-(f), the methods used to engage with stakeholders and the effect on the Group's decisions during the year can be found throughout this report and in particular in the Chairman's statement on page 3 (in relation to decision-making), in the Strategic Report on pages 17-20 (where the Group's strategy, objectives and business model are addressed), the following Employees statement (in relation to employees), and the following Environmental Policy (in relation to social and environmental matters).

We seek to attract and retain staff by acting as a responsible employer. The health and safety of our employees is important to the Company and is a standing item at all Group board meetings.

We continue to provide support to communities and governments through the provision of employment, and high quality sustainable design.

We have established long-term partnerships that complement our in-house expertise and have built a network of specialised partners within the industry and beyond.

Environmental policy

The Group promotes wherever possible an ecologically sound policy in all its work, but always takes into account the considerable pressures of budget, commercial constraints and client preferences. Sustainability is essential to our design philosophy and studio ethos. It is an attitude of mind that is embedded within our thinking from the start of any project. We design innovative solutions and focus on:

· incorporating passive design principles that mitigate solar gain and heat loss from the outset;

· reducing energy demand through active and passive renewable energy sources;

· the use of energy and resource efficient materials, methods and forms;

· the re-use of existing buildings and materials and flexibility for future change;

· and importantly the careful consideration of the experience and wellbeing of the end user in our buildings.

Employees

The Group's ability to achieve its commercial objectives and to service the needs of its clients in a profitable and effective manner depends upon the contribution of its employees. The Group seeks to keep its employees informed on all material aspects of the business affecting them through the operation of a structured management system, staff presentations and an intranet site.

The Group's employment policies do not discriminate between employees, or potential employees, on the grounds of age, gender, sexual orientation, ethnic origin or religious belief. The sole criterion for selection or promotion is the suitability of any applicant for the job.

It is the policy of the Group to encourage and facilitate the continuing professional development of our employees to ensure that they are equipped to undertake the tasks for which they are employed, and to provide the opportunity for career development equally and without discrimination. Training and development is provided and is available to all levels and categories of staff.

It is the Group's policy to give fair consideration to application for employment for disabled persons wherever practicable and, where existing employees become disabled, efforts are made to find suitable positions for them.

Health and safety

The Group seeks to promote all aspects of health and safety at work throughout its operations in the interests of employees and visitors.

The Group has a Health and Safety Steering Committee, chaired by Freddie Jenner, to guide the Group's health and safety policies and activities. Health and safety is included on the agenda of each board meeting.

Group policies on health and safety are regularly reviewed and revised and are made available on the intranet site. Appropriate training for employees is provided on a periodic basis.

Disclosure of information to auditor

Each of the Directors who were in office at the date of approval of these financial statements has confirmed that:

· so far as they are aware, there is no relevant audit information of which the auditor is unaware; and

· they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Independent Auditors

The auditors, MAH, Chartered Accountants were appointed in the year and have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

Financial instruments

Information concerning the use of financial instruments by the Group is given in notes 32 to 36 of the financial statements.

Post balance sheet events

Information concerning post balance sheet events is given in note 39.

Research and development

During the year the Group was involved in the research and development of software as disclosed in note 14.

Dividends

The Board does not intend to pay a dividend in the forthcoming year.

Going Concern

Overview

As set out more fully in the Chief Executive's report the Group's two divisions are trading well, with strong order books, circumstances which in the Directors' opinion, are sufficient to allow the Group's debts to be discharged as they fall due.

In the event trading deteriorates the Group has a number of actions it could take to mitigate funding pressure, including an existing undrawn financial facility of £920k.

Basis of the board's opinion

The Board has produced cash flow forecasts for a period of 18 months from the approval of these financial statements, which comprise detailed income statements, statements of the financial position and cash flow statements for each of the Group's operations. The Board has also considered the risks and uncertainties associated with the principal operations and the funding position in general, including the consideration of a number of differing scenarios based on varying trading performance across the Group.

The Group's forecasts are prepared using information on secure contracted work and potential work which is deemed to have a greater than 50% chance of being undertaken, with the income figures suitably discounted, and on new work based on historical experience.

Acquisitions

The Board's stated intention is to achieve a leading presence in the provision of smart buildings services through a combination of organic growth and targeted acquisitions. To date, the Group has made four Smart Building related acquisitions and plans to make others in the coming months and years. Inevitably this requires an element of cash, as part of the purchase consideration and for the associated professional fees.

However, in connection with this assessment of going concern the Directors note that each such acquisition is a discretionary event, as is the proportion of any consideration paid in cash. The Board's intention is to avoid placing undue stress on the Group's cashflows from expanding at a pace faster than can be sensibly funded.

Bank debt

As at 30 September 2024 total borrowings were significantly lower than the prior year at £606k (2023: £2,692k), as the Group paid off the final balance of the Coutts CBILS loan, repaid the balance of the mortgage on completion of the sale of the freehold property and made significant payments on the NatWest CBILS loan. Of this balance, current borrowings were £522k (2023: £2,050k).

The Coutts overdraft is due for renewal from 31 March 2025. Based on discussions to date the board would expect a facility to be offered on an acceptable basis.

Mitigating action

Should either the cash generation from the Group's existing business units decline or the push for growth in the smart buildings arena lead to a prolonged shortfall in cash the Board has the following funding or mitigating options beyond the typical cost cutting in the face of declining activities:

· Vanti Ltd has received a time limited fully approved offer for a £920k loan which can be drawn down if needed.

· The Board also believes that the existing invoice discounting facility may be extended to a larger limit.

· The Group is currently paying off its liability in respect of state-backed funding provided during the Covid pandemic. The CBILS loan drawn by TFG will be fully repaid by July 2026. By replacing this debt with a new facility repayable over a longer period the annual cash costs associated with this debt would fall.

· The Board believes the commercial value of a number of its businesses and investments is substantial in relation to the Group as a whole and if necessary could be realised at values which are in excess of book value.

· As a company with shares quoted on the London Stock Exchange there is the option to seek additional equity investment from the issue of new shares, as was demonstrated by the recent share subscription in connection with the Vanti transaction.

· The Group has outstanding warrants entitling holders to subscribe £375,000 of cash for new shares. The exercise price is 1 penny per share, which is a significant discount to the current market price, and it is therefore reasonable to expect the warrants will be exercised prior to their expiry in April 2027.

Other funding and mitigating options available to the board are also discussed in note 1.

Based on forecasts prepared and reviewed for the period to 30 September 2026, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. For this reason, the Board considers it appropriate to prepare the financial statements on a going concern basis.

The going concern statement in the Directors' report and corresponding section in note 1 provide a summary of the assessments made by the directors to establish the financial risk to the Group over the next 12 months. This is further supplemented by the principal risks and uncertainties section in the Strategic Report.

Annual General Meeting

Notice of the annual general meeting, which is expected to be held on 26 June 2025, will be issued alongside this report and accounts and posted to shareholders contemporaneously.

The Directors' report was approved by the Board on 21 March 2025 and signed on its behalf by

Antony Barkwith

Company Secretary

Built Cybernetics plc

Registered number 02155571

Statement of directors' responsibilities

Directors' responsibilities

The Directors are responsible for preparing the annual report and 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 Group and Company financial statements in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006. 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 Company and of the profit or loss of the Group for that period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on AIM. 

In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and accounting estimates that are reasonable and prudent;

· state whether they have been prepared in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publication

The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Independent auditor's report to the members of Built Cybernetics plc

Opinion

We have audited the financial statements of Built Cybernetics plc (formerly Aukett Swanke Group Plc) (the 'parent Company' and its subsidiaries (the 'Group') for the year ended 30 September 2024 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Cash Flows, the Consolidated and Company Statements of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group and parent Company financial statements is applicable law and UK adopted International Accounting Standards and, as regards the parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

· the financial statements give a true and fair view of the state of the Group's and of the parent Company's affairs as of 30 September 2024 and of the Group's loss for the year then ended;

· the Group financial statements have been properly prepared in accordance with UK adopted International Accounting Standards;

· the parent Company financial statements have been properly prepared in accordance with UK adopted International Accounting Standards and as applied in accordance with the provisions of the Companies Act 2006; and

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions related to going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the Directors' assessment of the Group and the parent Company's ability to continue to adopt the going concern basis of accounting has been highlighted as a key audit matter based on our assessment of the significance of the risk and the effect on our audit strategy.

Our evaluation of the Directors' assessment of the Group and the parent Company's ability to adopt the going concern basis of accounting and our response to the key audit matter include:

· A critical assessment of the detailed cash flow projections prepared by the Directors, which are based on future revenue pipelines and newly won contracts, we also evaluated the sensitivities that the Directors performed against this forecast.

· We evaluated and challenged the key assumptions in the forecast, which were consistent with our knowledge of the business and considered whether these were supported by the evidence we obtained. We have analysed the risks affecting the ability of the Group and parent Company to continue to trade and meet its liabilities as they fall due for at least twelve months from the date of approval of the Group and parent Company financial statements.

· We have enquired about revenue pipeline, and status of outstanding bids. We have agreed submitted proposal documents and newly won contracts where appropriate.

· We have examined current year actual results against the budget for the year to determine the accuracy of the budgeting and forecasting by management.

· We have reviewed the funding and mitigating options available to the Board should either the cash generation from the Group's existing business units decline or the push for growth in the smart buildings arena lead to a prolonged shortfall in cash and considered whether they are reasonable.

· We examined the disclosures relating to the going concern basis of preparation and found that these provided an explanation of the Directors' assessment that was consistent with the evidence we obtained.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.

The components of the Group were evaluated by the Group audit team based on a measure of materiality, considering each component as a percentage of the Group's net assets, gross revenue and results before tax, which allowed the Group audit team to assess the significance of each component and determine the planned audit response. We determined there to be six significant components to the Group, which were Built Cybernetics plc, Aukett Swanke Limited, Veretec Limited, Torpedo Factory Group Limited, Vanti Limited and TFG Stage Technology Limited. They were all subjected to full scope audits.

Also, we have performed full scope audits on Shankland Cox Limited, Aukett Fitzroy Robinson International Limited, Swanke Hayden Connell International Limited, Swanke Hayden Connell Europe Limited, Anders + Kern Limited and ecoDriver Limited for the purpose of coverage and to cover specific identified risk. All full-scope audits were conducted by the group audit engagement team. We also performed specified audit review procedures over Aukett + Heese Frankfurt GmbH (50% owned joint venture) and Aukett + Heese GmbH (25% owned associate) as these were material components but not deemed to be significant.

For significant components requiring a full scope approach, we evaluated controls by performing walkthroughs over the financial reporting systems identified as part of our risk assessment, reviewed the accounts production process, and addressed critical accounting matters. We then undertook substantive testing on significant transactions and material account balances.

We have overall coverage of 100% of group profit before tax, 100% of Group revenue and 100% of Group total assets.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements for the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.

In addition to the matter described in the material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our audit report.

Our application of materiality

The scope and focus of our audit were influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing, and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole. We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.

Based on our professional judgement we determined materiality for the 2024 financial statements as a whole and performance materiality as follows:

Performance materiality:

The performance materiality benchmark has been selected based of the following considerations:

· cumulative identification of errors noted in the previous years that has been posted by management

· our risk assessment, together with our assessment of the overall control environment

Component materiality:

We set materiality for each component of the Group based on a percentage of Group materiality dependent on the size and our assessment of risk of material misstatements of that component. Component materiality, other than the parent Company's, ranged from approximately £134,000 to £7,000. In the audit of each component, we further applied performance materiality levels of 50% of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.

Trivial:

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £15,000 for the Group and £6,000 for the parent Company. We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds. We also reported to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

· the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

· the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

· the parent Company financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the FRC's website at https://wwww.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor's-responsibilities-for

This description forms part of our auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

· We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK adopted international accounting standards, the rules of the Alternative Investment Market, and UK taxation legislation.

· We obtained an understanding of how the Group and parent Company complies with these requirements by discussions with management and those charged with governance.

· We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance and by considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

· We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations as well as actual, suspected and alleged fraud.

· Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations or irregularities. This included making enquiries of management and those charged with governance, obtaining additional corroborative evidence as required, reading the minutes of meetings of those charged with governance and reviewing correspondence.

To address the risk of fraud through management bias and override of controls, we:

· performed analytical procedures to identify any unusual or unexpected relationships;

· tested journal entries to identify unusual transactions;

· assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 of the Group financial statements were indicative of potential bias;

· investigated the rationale behind significant or unusual transactions.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the attention of the company's members those matters which we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and company's members as a body, for our work, for this report, or for the opinions we have formed.

Mohammed Haque (Senior Statutory Auditor)

for and on behalf of MAH, Chartered Accountants

Statutory Auditor

2nd Floor

154 Bishopsgate

London

EC2M 4LN

21 March 2025

Consolidated income statement

For the year ended 30 September 2024

Consolidated statement of comprehensive income

For the year ended 30 September 2024

Consolidated statement of financial position

The financial statements on pages 49 to 121 were approved and authorised for issue by the Board of Directors on 21 March 2025 and were signed on its behalf by:

Company statement of financial position

At 30 September 2024

The result for the year contained within the parent company's income statement is a loss of £984k (2023: loss £671k).

The financial statements on pages 49 to 121 were approved and authorised for issue by the Board of Directors on 21 March 2025 and were signed on its behalf by:

Consolidated statement of cash flows

For the year ended 30 September 2024

Company statement of cash flows

For the year ended 30 September 2024

Consolidated statement of changes in equity

For the year ended 30 September 2024