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Registered number: 03504225
THE AI CORPORATION LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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THE AI CORPORATION LIMITED
COMPANY INFORMATION
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Nortons Assurance Limited
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THE AI CORPORATION LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Profit or Loss and Other Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Consolidated Financial Statements
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Company Detailed Profit and Loss Account and Summaries
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THE AI CORPORATION LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
In 2025, The ai Corporation Ltd (ai) continued to execute against its strategic focus on the Retail Fuel and Mobility sector. Having taken decisive action in 2024 to exit the payment gateway business, the Group has concentrated its investment, product development and go-to-market activity on the areas where it sees the greatest long-term growth potential: fleet card issuing, fuel retail, mobility payments, fraud prevention and analytics. Our vision remains to deliver cloud-native, AI-enabled solutions that redefine how customers manage payments, risk, data and operational efficiency across this critical market.
2025 has been a year of execution, commercial validation and deeper sector alignment. Building on our SaaS-first approach, we translated our Retail Fuel and Mobility strategy into tangible customer delivery, product investment and partner engagement. This has strengthened ai’s position as a trusted technology partner to fuel retailers, fleet operators, mobility providers, payment schemes and banking customers as the market continues to digitise.
A key area of progress has been the continued expansion of aiEazyfuel® from a proven closed-loop fleet card management platform into a broader hybrid mobility platform. Following Visa Fleet 2.0 certification, we have continued to embed scheme-based fleet capability into our roadmap and have progressed work with Mastercard and other strategic partners to support future open-loop, EMV and issuer-processing opportunities. This positions ai to support customers who want to preserve the control and economics of closed-loop fleet cards while adding the flexibility, acceptance and revenue opportunities of open-loop payment rails.
We have also strengthened our customer base and delivery pipeline in Retail Fuel and Mobility. Major programmes and relationships across customers, together with new entry projects and strategic engagements in fuel, fleet, telematics and mobility, have reinforced the relevance of our platform to both established operators and emerging mobility ecosystems. These engagements demonstrate the value of ai’s sector-specific expertise, its ability to manage complex multi-market requirements, and its capacity to support customers through significant platform migration and transformation programmes.
Alongside this sector expansion, we have maintained and progressed our long-standing banking and payments customers. Our fraud prevention, analytics and managed service capabilities remain central to these relationships, and the convergence of banking, payment schemes, fleet, fuel retail and mobility continues to play directly into our strategy. The result is a more unified platform proposition that can support multiple verticals while creating a stronger base for recurring revenue growth.
We continue to leverage our proprietary AutopilotML™ technology to automate fraud detection and prevention across complex transaction flows. Our vision of frictionless, machine-driven fraud management continues to resonate strongly in both banking and mobility use cases, where high transaction volumes, speed, security and operational efficiency are critical.
Operationally, 2025 saw further optimisation of our Agile delivery framework, customer governance model and implementation capability. We have continued to improve delivery predictability, disciplined cost management, automation and cross-functional alignment so that the business can scale while maintaining strong customer outcomes.
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THE AI CORPORATION LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Key Strategic Initiatives in 2025
Our strategic priorities this year centred on:
Retail Fuel & Mobility Execution - Translating the strategic focus established in 2024 into product delivery, customer programmes, market engagement and commercial momentum.
Fleet Card Issuing & Hybrid Mobility - Expanding aiEazyfuel® to further support closed-loop fleet card management, scheme-based fleet capability, EMV open-loop acceptance, issuer-processing foundations and future interchange-related revenue streams.
Scheme & Strategic Partnerships - Deepening engagement with Visa, Mastercard, BIN sponsors, telematics partners and adjacent mobility providers to create scalable routes to market while preserving ai’s independence and scheme-agnostic position.
Customer Growth & Migration Delivery - Progressing major customer programmes and new customer wins across fuel retail, fleet, mobility and enterprise payments, with a continued focus on predictable delivery and long-term recurring revenue.
AI-Led Fraud Prevention & Analytics - Extending the impact of AutopilotML™ and aiRiskNet™ across banking, fuel and mobility use cases, including high-volume, complex transaction environments.
Operational Scalability - Refining our SAFe Agile framework, implementation disciplines, automation initiatives, compliance readiness and performance management to support sustainable growth.
Financial key performance indicators
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Our financial performance in 2025 reflects our commitment to sustained growth, recurring revenue expansion and strategic execution. Our primary financial KPIs remain aligned with our long-term objectives:
1. Revenue Model Shift: Continuing the transition from a product-based revenue model to a SaaS revenue model, with SaaS accounting for 80% of total revenue.
2. Cost Alignment with Contracted Revenues: We remain focused on aligning operating costs with contracted revenues, while continuing to invest selectively in areas that support long-term recurring growth, customer delivery and platform scalability.
3. Research & Development Investment: Continued investment in R&D at 51% of total income, ensuring sustained innovation and the continued development of our enterprise cloud platform.
These metrics demonstrate our commitment to driving growth, maximising recurring revenue, sustaining innovation and creating a more predictable, scalable revenue base. Our investors have continued to support our strategic direction, enabling us to maintain momentum in payments, risk management, fleet and mobility.
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THE AI CORPORATION LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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While 2025 has been a year of meaningful progress, we remain focused on managing the key risks that come with scaling a technology-driven business in a rapidly evolving market. Our principal risks and uncertainties include:
1. Scalability and Capacity: Ensuring we have the right people, delivery capacity, technology, controls and infrastructure to support our expanding customer base while preserving our commitment to exceptional customer service.
2. Customer Programme Delivery: Large customer migrations and complex multi-market implementations require disciplined governance, clear prioritisation and careful capacity planning. Delays in customer decision-making, third-party dependencies or changes in scope could affect delivery timing and revenue recognition.
3. Macroeconomic Factors: The broader economic environment, including inflationary pressures, global political uncertainty, interest rates and fluctuations in exchange rates, poses risks to operational costs, investment decisions and customer spending behaviour.
4. Regulatory, Scheme and Compliance Requirements: As our solutions increasingly support fleet issuing, scheme connectivity, fraud management and data-rich mobility use cases, we must continue to meet evolving regulatory, payment scheme, data protection, security and audit requirements.
5. Technological Evolution: The rapid pace of technology change, including Generative AI, cloud security, cyber threats and new payment rails, creates both opportunity and risk. We must continue to innovate while maintaining resilient, secure and compliant platforms.
To mitigate these risks, we have strengthened our focus on capacity planning, customer governance, operational efficiency, compliance readiness and cost controls. We continue to work closely with customers, partners and shareholders to maintain alignment and agility in our approach.
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THE AI CORPORATION LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Other key performance indicators
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The payments, fuel and mobility industries continue to evolve at a rapid pace, requiring ai to be both nimble and forward-thinking. Our 2025 operational KPIs reflect our strategic priorities for growth, efficiency, customer-centric innovation and scalable delivery. Key highlights include:
1. Customer Service Excellence:
• Our commitment to continuous improvement has seen us further strengthen our Customer Experience (CX) programme. Our monthly and quarterly reviews continue to provide an open feedback loop with customers, enabling us to resolve issues quickly and prioritise future improvements.
• Customer satisfaction scores (CSAT) increased, reflecting a sustained commitment to quality, responsiveness and partnership-led delivery.
2. Delivery Excellence and Operational Scalability:
• We continued to refine our SAFe Agile framework, implementation governance and delivery disciplines to support larger, more complex customer programmes.
• Our operational focus has improved transparency, prioritisation and execution across product, technology, operations and customer-facing teams.
3. Data-Driven Teamwork:
• We have continued to leverage our internal Team Flight Manual (TFM) and the HR AiME programme to promote clarity, alignment and accountability across the organisation.
• Our structured approach to employee development and performance feedback has been critical to driving engagement, productivity and leadership alignment.
4. Automation to Release Human Creativity:
• Our Key Improvement Initiative (KII) programme continued to deliver tangible improvements in automation, internal efficiency and the removal of operational bottlenecks.
• By encouraging a culture of “working smarter,” and by assessing practical applications of AI tools within delivery and operational processes, we have improved productivity and created capacity for higher-value work.
5. Security, Resilience and Compliance Readiness:
• We have continued to invest in cloud resilience, platform performance, security controls and audit readiness to support enterprise customers and regulated payment environments.
• This focus remains critical as ai expands its role across fleet issuing, payments, fraud prevention, analytics and managed services.
Financial and Operational Highlights
Our financial performance reflects disciplined execution of our strategy, with SaaS revenues continuing to account for the majority of income and recurring revenues providing a stronger base for future growth. Retail Fuel and Mobility has continued to be the central growth engine for the business, supported by customer delivery, new business activity, scheme partnerships and investment in platform capability.
Investment in R&D remained a priority, ensuring that innovation in AI, fraud automation, fleet card issuing, hybrid payment capability and sector-specific analytics keeps ai ahead of market demand. This investment is intended to support multiple future revenue streams, including subscription revenues, implementation revenues, card conversion fees, issuer-processing fees, managed fraud services and open-loop interchange-related opportunities.
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THE AI CORPORATION LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Operationally, we further strengthened customer engagement, deepened relationships in the mobility and retail fuel ecosystem, progressed strategic partnerships and enhanced automation-driven efficiency initiatives. These actions have improved scalability, supported margin discipline and positioned the business for continued recurring revenue growth.
2025 has been a year of execution, commercial validation and targeted investment. By building on the sector focus established in 2024, embedding scheme-based fleet capability, progressing major customer programmes and strengthening the bridge between banking, fleet, fuel retail and mobility, ai is increasingly well positioned at the heart of a converging ecosystem.
As we move into 2026, our focus remains clear: scaling our presence in Retail Fuel and Mobility, progressing issuer-processing and open-loop capabilities, deepening strategic partnerships, expanding automation-led fraud prevention, strengthening our banking relationships and building scalable, cloud-native solutions that deliver long-term value for our customers and shareholders.
Acknowledgments
I would like to thank our customers, shareholders and partners for their continued trust and commitment throughout this important year. Most importantly, I extend my gratitude to our employees. Their expertise, resilience, creativity and commitment continue to drive our success and ensure we deliver on our vision for the future of payments in Retail Fuel and Mobility.
This report was approved by the board and signed on its behalf.
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THE AI CORPORATION LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The Group's principal activity during the year was the provision of fraud detection solutions.
The profit for the year, after taxation, amounted to £4,303,301 (2024 - £1,225,006).
The directors who served during the year were:
Directors' responsibilities statement
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The directors are responsible for preparing the Group Strategic Report, Directors' Report and the consolidated financial statements, in accordance with applicable law.
Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated 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 consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;
∙assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
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THE AI CORPORATION LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
There are no significant future developments expected to impact the Group.
Please refer to the strategic report.
Research and development activities
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Please refer to the strategic report.
Credit risk
The Group's principal financial assets are cash and trade receivables. The amount of trade receivables presented in the balance sheet is net of any allowance for doubtful trade receivables, as estimated by the directors.
Liquidity risk
The Group seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs by investing cash assets safely and appropriately.
Foreign Exchange Risk
The Group is exposed to financial risks from foreign exchange movements, which result from its operating activities. The Board is responsible for co-coordinating the Group's risk management and focuses on actively securing the Group's short to medium-term cash flows.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
There have been no significant events affecting the Group since the year end.
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THE AI CORPORATION LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The auditor, Nortons Assurance Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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THE AI CORPORATION LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE AI CORPORATION LIMITED
We have audited the financial statements of The ai Corporation Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of material accounting policies set out on pages 23 - 30. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted international accounting standards in conformity with the requirements 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 the Parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;
∙the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards; and
∙the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard 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 relating to going concern
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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's and the Parent Company's ability to continue to adopt the going concern basis.
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 Group's or the Parent 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.
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THE AI CORPORATION LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE AI CORPORATION LIMITED (CONTINUED)
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 this gives rise to 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement on page 6, 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.
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THE AI CORPORATION LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE AI CORPORATION LIMITED (CONTINUED)
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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 to 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; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows:
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
∙We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
∙We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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THE AI CORPORATION LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THE AI CORPORATION LIMITED (CONTINUED)
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 so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Anthony Campbell (Senior Statutory Auditor)
for and on behalf of
Nortons Assurance Limited
Statutory Auditor
Second Floor
NOW Building
Thames Valley Park
Reading
Berkshire
RG6 1RB
24 July 2026
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THE AI CORPORATION LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Other comprehensive income:
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Items that will or may be reclassified to profit or loss:
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Exchange gains arising on translation on foreign operations
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Other comprehensive income for the year, net of tax
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Total comprehensive income
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The notes on pages 22 to 54 form part of these financial statements.
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THE AI CORPORATION LIMITED
REGISTERED NUMBER: 03504225
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Property, plant and equipment
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Trade and other receivables
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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Trade and other liabilities
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THE AI CORPORATION LIMITED
REGISTERED NUMBER: 03504225
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
Issued capital and reserves attributable to owners of the parent
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The financial statements on pages 13 to 54 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 22 to 54 form part of these financial statements.
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THE AI CORPORATION LIMITED
REGISTERED NUMBER: 03504225
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Property, plant and equipment
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Other non-current investments
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Trade and other receivables
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Trade and other receivables
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Trade and other liabilities
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THE AI CORPORATION LIMITED
REGISTERED NUMBER: 03504225
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
Issued capital and reserves attributable to owners of the parent
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The Company's profit for the year was £4,025,146 (2024 - £1,504,011).
The financial statements on pages 13 to 54 were approved and authorised for issue by the board of directors and were signed on its behalf by:
The notes on pages 22 to 54 form part of these financial statements.
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THE AI CORPORATION LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Total attributable to equity holders of parent
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Comprehensive income for the year
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Other comprehensive income
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Total comprehensive income for the year
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Comprehensive income for the year
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Other comprehensive income
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Total comprehensive income for the year
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The notes on pages 22 to 54 form part of these financial statements.
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THE AI CORPORATION LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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|
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|
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Comprehensive income for the year
|
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Total comprehensive income for the year
|
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Comprehensive income for the year
|
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|
|
|
|
Total comprehensive income for the year
|
|
|
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|
|
|
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|
|
The notes on pages 22 to 54 form part of these financial statements.
|
|
|
THE AI CORPORATION LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Depreciation of property, plant and equipment
|
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|
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Amortisation of intangible fixed assets
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Movements in working capital:
|
|
|
|
Increase in trade and other receivables
|
|
|
|
Increase/(decrease) in trade and other payables
|
|
|
|
Cash generated from operations
|
|
|
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|
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|
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Net cash from operating activities
|
|
|
|
Cash flows from investing activities
|
|
|
|
Purchases of property, plant and equipment
|
|
|
|
Capitalised development costs
|
|
|
|
Repayments by related parties
|
|
|
|
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|
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|
|
Net cash used in investing activities
|
|
|
|
|
|
THE AI CORPORATION LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Proceeds from bank borrowings
|
|
|
|
Repayment of lease liabilities
|
|
|
|
Net cash used in financing activities
|
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of year
|
|
|
|
Exchange gains/(loss) on cash and cash equivalents
|
|
|
|
Cash and cash equivalents at the end of the year
|
|
|
|
The notes on pages 22 to 54 form part of these financial statements.
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The ai Corporation Limited (the 'Company') is a limited company incorporated in the United Kingdom. The Company's registered office is at 3rd Floor, Orion Gate, Guildford Road, Woking, GU22 7NJ. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group is primarily involved in the development and provision of fraud detection and other information technology systems.
The Group's consolidated and the Company's individual financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 23 July 2026.
Details of the Group's accounting policies, including changes during the year, are included in note 5.
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of Comprehensive Income in these financial statements.
In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The areas where judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 4.
The financial statements have been prepared on the historical cost basis for certain financial assets and financial liabilities held at fair value through profit and loss.
|
|
|
New standards, interpretations and amendments not yet effective
|
There are no amendments to accounting standards, or International Financial Reporting Interpretations Committee interpretations that are effective for the period ended 31 December 2025 that have a material impact on the financial statements.
ii) New standards, interpretations and amendments not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2025 reporting periods and have not been early adopted by the Group. These standards are not expected to have a material impact on the entity in the current or future reporting periods an on foreseeable future transactions.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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|
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|
Functional and presentation currency
|
These consolidated financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
|
|
Accounting estimates and judgments
|
The preparation of financial statements in conformity with IFRS require the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the company's accounting policies. Due to the nature of the business of The ai Corporation Limited, the directors deem the only area involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements is the estimation of the useful life of the intangibles.
5.Accounting policies
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
∙has power over the investee;
∙is exposed, or has rights, to variable returns from its involvement with the investee; and
∙has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
∙the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
∙potential voting rights held by the Company, other vote holders or other parties;
∙rights arising from other contractual arrangements; and
∙any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5.Accounting policies (continued)
|
|
|
Basis of consolidation (continued)
|
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
The directors have received confirmation of continued financial support and secured additional funding for the foreseeable future from the investors, thus directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control over a product or service to a customer.
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5.Accounting policies (continued)
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. [Provide an explanation how the incremental borrowing rate is determined].
Lease payments included in the measurement of the lease liability comprise:
∙fixed lease payments (including in-substance fixed payments), less any lease incentives;
The lease liability is included in the 'Loans and borrowings' line in the Consolidated Statement of Financial Position.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are included in the 'Property, Plant and Equipment' and 'Investment Property' lines, as applicable, in the Consolidated Statement of Financial Position.
The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 5.9.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has used this practical expedient.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5.Accounting policies (continued)
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise except for:
∙exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;
∙exchange differences on transactions entered into in order to hedge certain foreign currency risks (see for hedging accounting policies); and
∙exchange differences on monetary items receivable from or payable to foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.
For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated into pounds using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.
In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.
Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5.Accounting policies (continued)
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
|
|
Short-term employee benefits
|
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the consolidated Consolidated Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5.Accounting policies (continued)
|
|
|
Property, plant and equipment
|
Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:
|
|
|
Long-term leasehold property (Right of use assets)
|
|
|
|
|
|
|
|
Intangible assets acquired separately
|
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.
Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
|
|
|
Financial liabilities and equity instruments
|
|
(i) Classification as debt or equity
|
Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5.Accounting policies (continued)
|
|
|
Financial liabilities and equity instruments (continued)
|
|
|
(ii) Financial liabilities
|
All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.
However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Group, and commitments issued by the Group to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination to which IFRS 3 applies, (ii) held for trading, or (iii) it is designated as at FVTPL.
A financial liability is classified as held for trading if:
∙it has been incurred principally for the purpose of repurchasing it in the near term;
∙on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
∙it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.
A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if:
∙such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
∙the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
∙it forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at FVTPL.
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see note ). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘fair value gains/losses' line item.
However, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. The remaining amount of change in the fair value of the liability is recognised in profit or loss. Changes in fair value attributable to a financial liability's credit risk that are recognised in other comprehensive income are not subsequently reclassified to profit or loss; instead, they are transferred to retained earnings upon derecognition of the financial liability.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5.Accounting policies (continued)
|
|
|
Financial liabilities and equity instruments (continued)
|
|
|
(ii) Financial liabilities (continued)
|
Gains or losses on financial guarantee contracts and loan commitments issued by the Group that are designated by the Group as at FVTPL are recognised in profit or loss.
Fair value is determined in the manner described in note.
Financial liabilities subsequently measured at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the 'finance income' or 'finance expense' line item, for gains and losses respectively, in profit or loss for financial liabilities that are not part of a designated hedging relationship.
The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial liabilities that are not part of a designated hedging relationship.
See note regarding the recognition of exchange differences where the foreign currency risk component of a financial liability is designated as a hedging instrument for a hedge of foreign currency risk.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
The following is an analysis of the Group's revenue for the year from continuing operations:
|
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|
|
|
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|
|
Analysis of revenue by country of destination:
|
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|
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|
|
|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Employee benefit expenses
|
|
|
|
|
|
|
|
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|
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|
|
Employee benefit expenses (including directors) comprise:
|
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Defined contribution pension cost
|
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|
|
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the directors of the Company listed on page 5. The remuneration of these members are disclosed within note 12.
|
|
|
The monthly average number of persons, including the directors, employed by the Group during the year was as follows:
|
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|
|
Employee benefit expenses (including directors) comprise:
|
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|
|
|
|
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|
|
|
|
|
Defined contribution pension cost
|
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|
|
|
|
|
|
|
|
The monthly average number of persons, including the directors, employed by the Company during the year was as follows:
|
|
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|
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|
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|
|
|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
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|
|
Recognised in profit or loss
|
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Interest on lease liabilities
|
|
|
|
|
|
|
|
|
|
Net finance expense recognised in profit or loss
|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
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|
|
10.1 Income tax recognised in profit or loss
|
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|
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Current tax on profits for the year
|
|
|
|
|
Adjustments in respect of prior years
|
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|
|
|
|
|
|
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|
|
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Tax expense excluding tax on sale of discontinued operation and share of tax of equity accounted associates and joint ventures
|
|
|
|
|
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to profits for the year are as follows:
|
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Income tax credit/expense (including income tax on associate, joint venture and discontinued operations)
|
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Profit before income taxes
|
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|
|
|
|
|
|
|
|
Loss multiplied by the standard rate or corporation tax in the UK of 25% (2024: 25%)
|
|
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|
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Provision and other timing differences
|
|
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|
|
Capital allowances for the year in excess of depreciation
|
|
|
|
|
R&D tax relief (incl change of tax rate)
|
|
|
|
|
Higher rate taxes on overseas earnings
|
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|
|
Adjustments to tax charge in respect of prior periods
|
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|
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|
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Other timing differences leading to an increase/(decrease) in taxation
|
|
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|
|
|
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|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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|
|
During the year, the Group obtained the following services from the Group's auditor:
|
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Fees payable to the auditor for the audit of the consolidated and parent Company's financial statements
|
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|
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Group contributions to pension schemes
|
|
|
|
|
|
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|
|
|
During the year, retirement benefits were accruing to the following number of directors in respect of qualifying services:
|
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Defined contribution schemes
|
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|
During the year, 0 directors (2024 - 0 directors) exercised share options.
During the year, 0 directors (2024 - 0 directors) received shares under long-term incentive schemes.
|
|
The highest paid director's emoluments were as follows:
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|
|
|
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|
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Total emoluments and amounts receivable under long-term incentive schemes (excluding shares)
|
|
|
|
|
Group contributions to pension schemes
|
|
|
|
|
|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Property, plant and equipment
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
Charge owned for the year
|
|
|
|
|
Charged financed for the year
|
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|
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|
|
|
|
|
|
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|
|
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Charge owned for the year
|
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|
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Charged financed for the year
|
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|
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|
|
|
|
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THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.Property, plant and equipment (continued)
|
|
13.1. Assets held under leases
|
|
|
The net book value of owned and leased assets included as "Property, plant and equipment" in the Consolidated Statement of Financial Position is as follows:
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|
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Property, plant and equipment owned
|
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|
|
|
Right-of-use assets, excluding investment property
|
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|
|
|
|
|
|
|
|
Information about right-of-use assets is summarised below:
Net book value
|
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|
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Depreciation charge for the year ended
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|
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|
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See note 23 for futher details relating to the right of use assets.
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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|
|
|
|
|
|
|
|
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
|
Charge owned for the year
|
|
|
|
|
Charged financed for the year
|
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|
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|
|
|
|
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|
|
|
|
|
|
Charge owned for the year
|
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Charged financed for the year
|
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|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.Property, plant and equipment (continued)
|
|
13.2. Assets held under leases
|
|
|
The net book value of owned and leased assets included as "Property, plant and equipment" in the Company Statement of Financial Position is as follows:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment owned
|
|
|
|
|
Right-of-use assets, excluding investment property
|
|
|
|
|
|
|
|
|
|
Information about right-of-use assets is summarised below:
Net book value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right-of-use fixed assets
|
|
|
|
|
|
|
|
|
|
Depreciation charge for the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right-of-use fixed assets
|
|
|
|
|
|
|
|
|
|
See note 23 for futher details relating to the right of use assets.
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortisation and impairment
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortisation and impairment
|
|
|
|
|
|
|
|
|
|
|
|
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Development expenditure capitalised to date has been amortisated in accordance with the UEL of the expenditure capitalised to date. Where assets are not ready for use, no amortisation has been recognised.
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses.
No intangible assets are restricted or pledged as security for liabilities.
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
Details of the Group's material subsidiaries at the end of the reporting period are as follows:
|
|
|
|
|
|
Place of incorporation and operation
|
Proportion of ownership interest and voting power held by the Group (%)
|
|
|
|
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|
|
1) Iridium Corporation Ltd
|
|
3rd Floor, Orion Gate, Guildford Road, Woking, Surrey, England, GU22 7NJ
|
|
|
|
|
2) AI Corporation Payment Soloutions Limited
|
Provide support services to the group.
|
Block A, George's Quay Plaza. George's Quay. Dublin 2
|
|
|
|
|
3) Zap Managed Serviced Ltd
|
|
3rd Floor, Orion Gate, Guildford Road, Woking, Surrey, England, GU22 7NJ
|
|
|
|
|
All investments are directly held by the Parent Company.
|
|
|
15.1 Composition of the Group
|
|
|
Information about the composition of the Group at the end of the reporting period is as follows:
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables from related parties
|
|
|
|
|
Total financial assets other than cash and cash equivalents classified as loans and receivables
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current trade and other receivables
|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current trade and other receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables from related parties
|
|
|
|
|
Total financial assets other than cash and cash equivalents classified as loans and receivables
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current trade and other receivables
|
|
|
|
|
Investments in subsidaries
|
|
|
|
|
|
Investments in subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
Payables to related parties
|
|
|
|
|
|
|
|
|
|
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
|
|
|
|
|
Total non-current trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables to related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
|
|
|
|
|
Other payables - tax and social security payments
|
|
|
|
|
|
|
|
|
|
Total current trade and other payables
|
|
|
|
|
On the 26 March 2026, the loan between the Company and the ultimate Parent Company was extinguished and transfered to share capital.
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
Payables to related parties
|
|
|
|
|
|
|
|
|
|
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
|
|
|
|
|
Total non-current trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables to related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
|
|
|
|
|
Other payables - tax and social security payments
|
|
|
|
|
|
|
|
|
|
Total current trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and borrowings
|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and borrowings
|
|
|
|
|
No securities fixed or floating are held against the Company or Group.
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Ordinary Share Capital of £0.0001 each shares of £0.0001 each
|
|
|
|
|
|
|
At 1 January and 31 December
|
|
|
|
|
|
|
"A" Ordinary Shares of £0.0001 each shares of £0.0001 each
|
|
|
|
|
|
|
At 1 January and 31 December
|
|
|
|
|
|
|
"B" Ordinary Shares of £0.0001 each shares of £0.0001 each
|
|
|
|
|
|
|
At 1 January and 31 December
|
|
|
|
|
|
|
All shares are ranked pari passu in all respects except for:
Ordinary shares carry voting rights and the right to participate in dividend distributions and capital distributions if the event of the Company winding up.
A Ordinary shares carry the right to participate in dividend distributions but do not carry voting rights or the right to capital distributions if the event of the Company winding up.
B Ordinary shares do not carry voting rights and nor the right to participate in dividend distributions and capital distributions if the event of the Company winding up.
|
Crenthorpe Limited is regarded by the directors as being the Group and Company's ultimate parent company.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Share premium
The share premium account contains the premium over per value arising on the issue of ordinary shares.
Foreign exchange reserve
Foreign exchange reserve represents the balance on translation of the foreign subsidiary.
Retained earnings
The profit and loss account includes all current and prior period retained profits and losses net of distributions to owners.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The lease on the Company's office continues to be utilised in the year. The net book value of the right of use assets held by the group is £405,210 (2024 - £540,030). Please see note 13 for full breakdown and movements in the year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities are due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual undiscounted cash flows due
|
|
|
|
|
|
|
|
|
|
Between one year and five years
|
|
|
|
|
|
|
|
|
|
The following amounts in respect of leases have been recognised in profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on lease liabilities
|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
The lease on the Company's office continues to be utilised in the year. The net book value of the right of use assets held by the Company is £405,210 (2024 - £540,030). Please see note 13 for full breakdown and movements in the year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease liabilities are due as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual undiscounted cash flows due
|
|
|
|
|
|
|
|
|
|
Between one year and five years
|
|
|
|
|
|
|
|
|
|
The following amounts in respect of leases have been recognised in profit or loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense on lease liabilities
|
|
|
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Financial instruments - fair values and risk management
|
Fair values of financial instruments
The Group’s financial instruments include trade and other receivables, trade and other payables, cash and cash equivalents. The fair values for each class of financial assets and financial liabilities together are not materially different from their carrying amount.
Trade and other receivables, trade and other payables, and cash
The fair value of trade and other receivables, and trade and other payables are assessed based upon discounted cash flows at prevailing interest rates. Cash and cash equivalents approximate to their book values.
Derivative financial instruments
The Group enters into forward rate contracts to manage foreign exchange risk arising from future cash flows denominated in foreign currencies. These derivative instruments are designated as cash flow hedges under IFRS 9 and are used to hedge exposure to currency fluctuations primarily related to forecast sales, purchases, and other operational transactions.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers.
Trade Receivables: Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the reporting date the directors believe that there were no significant concentrations of credit risk based on the size, age and nature of trade receivable balances as well as the historical recovery rates with these companies. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position.
It is mitigated by rigorous credit control, including the regular review of credit limits utilising data from credit agencies and the Group’s own financial and marketing intelligence. The Group is, therefore, confident that those debts (both not yet due and past due) will be recovered in the forthcoming year.
Liquidity risk
Financial risk management
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
Liquidity is managed on a Group basis and the Group finances its operations through a mixture of cash from retained profits and shareholder funding. The Group has continued with its policy of ensuring that there are sufficient funds to meet the expected funding requirements of the Group's operations and investment opportunities. The Group has continued to monitor its liquidity position through budgetary procedures and cash flow analysis.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Market risk
Financial risk management
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments.
Interest expense reflects the cost of the Group’s borrowings, which are currently intercompany within the Group. Interest rate risk is managed by monitoring market rates.
The Group has contracts with customers outside of the UK in Euros, US dollars and Australian dollars and is therefore subject to the risks of movement in foreign exchange rates. Exchange rate risk is managed through the use of foreign currency bank accounts where foreign payments and receipts are transacted creating a natural hedge and through closely monitoring foreign exchange rate movements to minimise any adverse exposure.
Capital management
The Group’s objectives when managing capital (includes transactions with owners), equity and borrowings, is to safeguard the Group as a going concern and provide returns for the shareholders and other stakeholders by maintaining an optimal capital structure. The Group’s overall strategy remains unchanged from the prior year.
|
|
THE AI CORPORATION LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Related party transactions
|
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
|
|
25.1 Loans from related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crenthorpe Limited is regarded by the directors as being the Group and Company's ultimate parent company. On the 26 March 2026, the loan was extinguished and transfered to share capital.
|
|
|
25.2 Other related party transactions
|
|
|
Other related party transactions are as follows:
|
|
|
Related party relationship
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest (waived) / payable
|
|
|
|
|
|
|
|
Events after the reporting date
|
|
|
|
On the 26 March 2026, the loan with the ultimate parent company was extinguished and transfered to share capital.
|
|
|