Image Scan Holdings (LSE:IGE) — Annual General Meeting

0:00 Good afternoon, and welcome to the IMAGE SCAN Holdings PLC Annual General Meeting Proceedings. Throughout this recorded presentation, attendees will be in listen only mode. For those joining online, questions are encouraged and can be submitted at any time via the Q and A tab situated on the right hand corner of your screen. Simply click Q and A, type your question and press send. The company may not be in a position to answer every question received during the meeting itself. Have the company review all questions and publish responses where appropriate to do so. I'd now like to hand you over to Bill Maher, Executive Chairman. Good afternoon.

0:30 Thank you, Paul. My name is Bill Moore, Executive Chairman of, of the company. 01:30PM, and I'd like to welcome you to this AGM, both, those of you that are in our offices, here and those of you that are observing via the online platform. We're conducting this not in a conference room, but actually in the, the r and d, area of the business, and our engineers are working from home today so that we can we can do that. With me on the on the platform today, the, the full board. So Richard Lever on the left, Sarah Atwalking next to me, Vince Theory on the other side, Tim and Tim Jackson, our other non exec.

1:20 And, also with us on the table here is, Jervais Cox from Neville Registrar who's, going to help us with the, with the formal part of the of the meeting. For those of you in the room, there is no planned fire drill today. So if the fire alarm sounds at any time during your visit, please follow myself or one of the directors, as you're directed to the to the fire exits. The plan for today's meeting is that, we're going to start with a run through of a brief presentation, and then we'll take questions on that presentation and then move to the formal business of the meeting at the at the end of the of the session. So that's the order in which things will things will run.

2:11 So the presentation gives a very brief overview of the company. I think most people attending will will know us, talks through with help from from Sarah our results for the last year. Vince is going to talk through what we're doing with our products and our markets. I will then come back and, address the, forecast for the business and the information in the trading update that we we gave out this morning, and and then we'll move on to on to questions after that. So so that's the, the format for the meeting. So first slide, gives a brief summary of the company.

2:57 I don't intend to go through this in any detail. As you know, we were, a spin off from Nottingham Trent University with a group of X-ray technologies being listed on AIM since, 2002.

3:10 And our main areas of activity are X-ray inspection systems for security and and industrial and industrial applications. We have 19 staff plus our two non execs, all based here in near near Loughborough, and and we supply, all around the world. We're very much an export business. We announced a few months ago some changes in the structure of the board and the roles of people on the board as part of our succession planning. And the organization now has, me in the role of, executive chairman, although I am in that role continuing to take control of our product development program.

4:04 Sarah has positioned as as finance director doesn't change, and Sarah looks after, with a foot of finance and governance, and is is the, our company secretary, in that role as well. Vince takes on a role of interim CEO, and Richard and Tim are our two nonexecs. Because, obviously, Vince that's an important change, really. Vince moving into that role. I'm gonna ask him just to take a moment to sort of introduce himself to the attendees of the meeting and talk a bit a little bit about, his his ambitions in in that role.

4:51 Okay. Thank you, Bill, and good afternoon, everybody. As Bill mentioned, I'm very pleased to take up this position of interim CEO. I've been with IMAGE SCAN since 2008. And in all those years, I've begun to understand the mechanics and workings of not only the business, but the people within the business and also our markets and target markets. So, I bring a wealth of experience in terms of what I understand about IMAGE SCAN to go forward. And also my previous experience before IMAGE SCAN was involved in generally building networks,

5:24 introducing new products and commercializing products into the markets of oilpetrochem industry, the automotive industry with metrology applications, the industrial power generation and control industry. And prior to that, I have background in electrical and manufacturing engineering. So in the next six months of the interim CEO period, I'd like to build on the work that Bill and myself have been undertaking together to use the extensive network that we've built up. As Bill mentioned, we are predominantly

5:55 an export company, and we've got a really good route to market. And what we're trying to do now is give that route to market more opportunity to make sales. So those sales will come from our own homegrown products, 100% developed in house, through products that we are developing in conjunction with other partners, technology partners, and also third party product sales. So we're going to add all of those to the product mix, take them to the market through the established network, which is a very, very strong network, and then try and maximize our sales using those processes there. So we understand that that's going to take a little bit of time. And what we're doing now is heavily marketing some of these new products and some of the new offerings that we have, taking those to market via demonstrations or a lot of online work. And we'll talk a little bit about that later.

6:52 We understand that it's going to be challenging coming through the COVID period, but we're building ourselves a good product line to be able to do that. Thanks, Vince. So without any further ado, I'm going to ask Sarah to take a slide or two to run through our results for the year ending September 2021. Thank you. Well, hopefully, you've all seen our annual report already, which shows we made a profit of £189,000 pretax. If you've looked at the annual report, you'll see that we also actually claimed some r and d tax credit, which brought our post tax profit up a little bit further. That profit was built on sales, which was slightly down on the previous year, but the product mix that made up those sales was a particularly strong one, which meant that we actually delivered a slightly higher gross profit in the previous year, which was excellent to see.

7:47 It's attributed also to our team here on the operational work that they were doing to drive down the cost, etcetera, as well. And the other place that the other reason we we drove to such a good profit was our overheads were down compared to previous years. Now in part, that was a one off because there was some COVID benefits. We got little deferral of money, but we've done targeted furlough work. And we also made we obviously couldn't do things like shows and people couldn't travel, so that puts it down a little bit. The second reason why our overheads were a little bit down was that some of our r and d projects that developed the new CXI and the AFI hit the threshold for capitalizing the expenses. Historically, we've expensed our r and d expenditure, whereas when we hit a certain threshold, we take them to the balance sheet and then impair them over the lifetime of the project, and a couple of those hit that. And then the final thing was we took the decision of in a couple of areas not to spend money, obviously, because of uncertain times.

8:50 And those altogether delivered a profit of a 189,000 pretax, which was very pleasing.

8:56 I popped in a second slide, and I do need to apologize to you because it is just a massive numbers. But I did just want to highlight strength of the business in terms of its working capital. And we haven't made this profit on manipulating our numbers. This is all based on good trade. If you just look at the bottom line, you can see over the last three years, in line with that, the profit of the last two years, our working capital has increased. And particularly, if you look at the very

9:21 top line, yeah, we've got good cash balances. We have a good cash generation model, and therefore, we're in a good place to take advantage or meet the challenges of the year ahead of us. And that's really what I wanted to say today. Thank you, Sarah. So now I'm to move across to Vince who's going to talk about some of our newer developments in our products and and markets.

9:48 So, as I mentioned earlier, we're looking at three strands to the increasing product range. And on the slide here, we're showing the one of the strands which is working in partnership with technology partners from across the world. So the core product for three d X-ray has been the portable X-ray equipment that we use for the EOD, IED world, counter surveillance measures or customs and exercise checking. We operate in the medium to high level of that market. What we've introduced here in partnership with the technology provider is a product that is at the very top end of the market for us. So that's both in terms of price and in also technical capability. And not only have we entered that top end market, but we've entered into that top end market at the top of the specifications of that market.

10:38 So the product capabilities that we show here are the maximum in terms of resolution. In fact, they are class beating in terms of resolution and some of the penetration that we can achieve with this product. So what we've done is we've taken the learning from the existing product line that we have on the portable side and maximize the potential in this high end product here. So the amorphous silicon technology that we're using predominantly comes from the medical industry, but we've had this system purposefully customized, redesigned from the ground up. So that although we're using the background from the medical industry, this has been very much designed for the ruggedized EOD environment. So if we move on to the next slide, how we're also looking at expanding the product range is the in house development.

11:27 And the product we see on the far left hand side there is the CXI. Now this is something that we've a 100% developed in house, leveraging the technology that we've already developed on the portable X-ray but deploying that in a cabinet based system. But in the cabinet based system, it's deployed in such a way that it's really aesthetically pleasing and the volume of that cabinet itself is of a size that takes it out of just the traditional male screening world where these systems were used into the ability to use it as a front of house in a corporate building or a high net worth individuals residence whereby they can not only scan mail, but they can also scan cabin bags. On the second partnership we've noted there, we've talked about the emulsome silicon, that top end product that we introduced in portable x-ray. So we've already done that.

12:18 And then the final slide there, the final strand is the third party solutions that we're going to introduce. And these are all going to be complementary technologies that we have. So we're already working in the IED world. We're working in the counter surveillance world. So what are the tools do those teams require? What are the tools do those organizations wish for? So for instance, we're showing there a chemical detector. So as well as X-ray in the suspect device, you can then check it for chemicals or even in the customers and excise world, you can check for drugs capability with something like that. So we're going to roll a number of those out, and we've been doing that, over the past few months. And so we've we've got some quite high expectations because, as I said, the partner network is strong. They're just crying out for more material to sell.

13:09 And taking it to market, it has been challenging over over the COVID period, but one of the things you may be able to see those as as that are with us is the demonstration facility we've created downstairs and using technology just as we're using today to talk to the shareholder base online, we do this with our own products. So we can give a demonstration to our partner or our customer in Oman or Ecuador or in Hong Kong, which we have done. And we've actually made sales from the initial inquiry right through to actually raising the PO through that media, which is quite incredible, really, when traditionally that was very labor intensive. Somebody would have to fly out to the territory, do the demonstration in person. And you'll never get away from that being the ideal scenario, but the ability that we have now with that online demonstration facility is superb.

14:00 So one of the other things I would note is some notable successes, particularly in The UK. We've had some good successes with British police forces, with the MOD, with the RAF, which we've talked about. But also, we've been able to extend our reach geographically as well. And one of the most recent partners has been in Australia, and they've already made sales in a very short period of time. So we're actively striving to build the network, but also to give the network much greater product range to to promote. So I think that, I think I'll transfer back to Bill. So I'd like to so we've talked about the results for the year ending the previous financial year, September to twenty twenty one. Vince has talked about the new products that we're putting out into the market and some of the successes that we've had in the the in the sales environment.

15:02 And those things contributed, to some extent, to a good second half of last year. And then in the first half of this year, as we explained in our trading update this morning, the moment what what was starting to look like a bit of momentum in the back end of last year somewhat stalled, and and we've found orders that we were hoping to bring in around about Christmas time in the early part of this year, those programs were were being delayed. And that's perhaps not a completely unusual experience, of course, in bearing in mind that most of our business is overseas and is with governments.

15:50 And as the Omicron variant COVID moved through different parts of the world, it's impacted some of our customer base. And we, alongside that, in the automotive industry where the automotive industry has been probably one of the worst hit sectors, we've seen car plants operate either not operating or operating at reduced capacity, and that's fed down to the manufacturers of catalytic converters who are our customers, who've looked at their global footprint and have, for example, started moving scanning machines from one plant to another, whereas we might have hoped they would buy new machines. And that resulted, not just in the last few months, in fact, with orders that we'd been told we were going to get not actually coming to us.

16:48 Prompted by that and conscious of the need to with

16:56 the need to look sort of deeply into how our second half was going to progress, the board conducted a very detailed review with the full sales team of the opportunities in our second half. And in some ways, what we saw was quite promising. We're as I mentioned in the thing, we're testing parts for new automotive manufacturers, and that's something we've always wanted to do is to expand that product base. We could see a diverse range of opportunities, particularly across The Middle East and Far East in programs that were engaged, may in some cases already have been through the selection process and be positive that those programs are coming our way. And so that that's all good. However, what we're wary of is having seen programs being delayed in the first half is is is making over optimistic the dangers of making over optimistic assumptions about how fast those projects and those programs around the world are going to turn into orders and sales for us.

18:07 And I think if we'd been expecting to start the second half with a nice deep order book, we wouldn't have been putting the cautious measures out we did this morning, but that order book isn't yet there, and so we're reliant on going through the full cycle of bringing in orders, doing the build and delivering equipment to make sales in the second half. And as a result of that, we've taken a cautious view of the second half and briefed WH Island of that, and they've put out a forecast that shows us making a loss at the year end. Obviously, we hope to do better than that. We can see the opportunities out there that would allow us to do better than that.

18:56 But with the aim of good sort of shareholder communication and and not overpromising and under delivering, we've put out a cautious message in our trading update this morning, and and I wanted to explain the thinking, I suppose, that that led to that. And,

19:21 you know, all shareholders, and we're shareholders up here for the most part, can be assured that now that we can finally start, at least in some parts of the world, to get on planes and go and visit customers, now that we're starting to see trade shows happen where we can go out and demonstrate our new products to multiple customers, we're going to leave no stone unturned to turn that situation around and pull those orders forward rather than allowing them to drift back and to identify new opportunities.

19:58 And we feel that we've got the product range now to do that. One thing Vince didn't mention about the new highly integrated portable X-ray system is the unit ticket price of that unit is about twice what a typical portable X-ray sale would have been for us in the past. So as that sales of that unit start to build up, they'll have a disproportionate effect on our turnover. So that's what we're going to be striving to do so long as

20:29 other countries, albeit a little bit slower time, follow the path that The UK is doing to opening up and moving to living living with COVID and allowing travel and allowing trade shows to take place. So that's the direction of travel there, and we're dependent on that direction of travel to get these new products out to new customers. And we will, of course, keep shareholders

20:57 informed as that develops. So I did just want to expand a little bit on the trading update we put out this morning in that way.

21:08 This slide summarizes growth opportunities, a lot of which Vince has really talked about. So, you know, both building on the strength of our current product range, expanding that product range, and that in turn is allowing us to access new markets, both geographical markets. You've seen announcements from us recently about North America, both U. S. And Canada. We've made sales in the last year. We're growing actually in our home market, which is one that historically

21:38 hasn't been that exciting for us with opportunities and contracts that we've had from both the military and police and other markets like Australia over the last year or so have been good for us. So expanding our product range, expanding our geographical markets, expanding the market sectors that we address, So we're not

22:00 just all about bomb squads now. We're about access control. We're about customs. We're about with the CIRS Tech relationship, hazmat, hazardous material investigation teams. And these things, particularly the larger units, the sort of checkpoint cabinet and conveyor X-ray machines, will also contribute more service and support revenue. And one thing we're very keen to do is to increase our recurring service and support revenue and over time reduce the amount of our income that's dependent on individual government orders. And as because as we've seen in the last six months, you need a few delays in there, and it has an adverse impact on the business. So so this is the, drive over the next,

22:48 over the next, six months or so, as Vince highlighted. So just to summarize then, as I said, the business has continued to be impacted not just by COVID but by other factors and secondary factors from COVID, such as the automotive industry. And we're working very hard to get to get beyond that and hope to do so over the next six months. Our new portable X-ray machine, which those of you that are visiting in in person here, will be able to see and see working, or see demonstrated after the meeting, and, we're always, delighted to welcome other shareholders, here to demonstrate our products and give them a view of the company.

23:36 We've, as Vince said, acquired some important new customers. Our investment in The U. S. Has which has taken a while to come to fruition, is now coming to fruition with orders in both local police forces and federal government agencies in The States. Those are important developments for us as well. I've talked a bit about the management team

24:01 restructure and the opportunities that the business has to grow going forward. And we're all, as a team, and for everybody in the company, very much dedicated to doing that. So with that, I will hand briefly over to Paul who's put the online platform from us, together for us to explain for online attendees how the Q and A session will operate. Bill, thank you very much indeed. Thank you to all for the presentation. Ladies and gentlemen, do please continue to submit your questions using the Q and A tab situated on the right hand corner of your screen if you're online. And I'd also like to remind you that the recording this presentation along with a copy of the slides and the published q and a can be accessed via your investor dashboard.

24:48 But if I can actually hand back to you at short interlude, I know, from both q and a from those attendees online and the floor, if I can ask you to read out any questions or give responses where appropriate to do so for the online attendees and take any questions from the floor, and I'll pick up from you at the end, please, sir. Thank you. Okay. Thank you. So the I'll pick up an online question first, give you, in the room another moment to think if you've got questions you want to ask. So a tricky one here. How do you see the current geopolitical situation, Russia, Ukraine, impacting our markets. Obviously, that is very fast developing. It's only really overnight that that's developed to what we see at the moment.

25:34 My own view, and I'll let Vince jump in as well, that at least as things are at the moment, that shouldn't significantly impact sort of existing security procurement processes. Obviously, if it's something that spreads impacts defense spending in other countries, then you might see some change of prioritization, which could favor us or or or not favor us. So I find it difficult to give a definitive answer to that. I don't know if there's anything you'd like to Just expanding what Bill was saying, we do actually have a couple of installations of portable X-ray in Ukraine, but it's not a very large part of our market. And Russia has never really been a part of our market, and we have no ongoing or foreseen projects in Russia. The Russians have tended very much on security to buy their own homemade product.

26:33 Thanks, Vince. So I'm going to take a question now relating to our cash position and how the expected full performance in the first half is going to impact our cash. So I'm going to let Sarah take that one. Obviously, to a certain degree, we're going to see a reduction in our cash. As I alluded to earlier, we started with really strong cash position, and our business model on the whole is to be cash neutral. So customers actually pay us a a an element, ideally, if I get my own way, a 100% of order cost before before the as they book, which means that our our cash remains quite strong throughout. So we will see a reduction in the first half year. With the orders coming in in the second half, we're going to see ourselves going back to same sorts of levels depending on exactly where we get to at the end of the year with our sales.

27:31 Thank you, Sarah. I'm gonna take a a question that, was submitted in writing, now, which is one for you as well, is how we see the growth in inflation affecting the business. I I think there are a couple of impacts on our cash. One is obviously going to be the national insurance increase that's coming up. It's going to be across the board for everybody.

28:02 Our components aren't only impacted by inflation by themselves. However, we have electronic components. If you recall, sort of a couple of months ago, electronic components were quite significant issue. And what we actually did as a business was buy forward electronic components. Unfortunately, it's a slightly higher cost, but

28:22 we, therefore, secured them. And had we tried to secure them now, we told our suppliers that we would probably pay double what we paid back then. So we're going to see a little bit of inflationary impact, but not huge amounts, I don't think. And, certainly, we're working behind the scenes to keep driving down our costs wherever we can. Are there any questions from people in the room? Yes, sir. Last time, we were talking about an ex American EOD expert. Is he still working in the So the question is about ex American EOD expert, and and and is is he still in the business? He is, and I'm going to ask Vince just to touch on the work John Howell's been doing and how that's led to our orders in North America.

29:17 Yeah. So those of you who may have seen John before, he's a very impressive character. He's got a really strong CV in terms of, both EOD work and X-ray in general. So he spent many years in the marines EOD and ended up being a senior coach for the EOD teams. Also then moved to the the courthouses and prison services where he was an inspector and tester on X-ray baggage machines and the walk through metal detectors. So John has been doing a lot of work in terms of marketing and trying to place our product. The North American market tends to buy its own homegrown equipment. So and what we've been trying to do and what we have been doing successfully is taking our product out there, demonstrating the differences between the current product we have and the product that they normally use. And that's largely based on things like resolution and materials discrimination.

30:16 And we've made a lot of strong marketing messages around the materials discrimination because in terms of being able to do that in the portable equipment, we are the strongest player in the market doing that. And it's not a feature that the American market particularly adopted. But with the sales that we have made, that's where John has been out there. He's demonstrated, he's coached, and he's trained these people. So we've done that with bomb squads and also with the federal agency. So we do see that process taking time, and COVID has obviously restricted its exposure, but we've, moved more online to get those messages across. And I don't know if many of you may have seen that the online messaging and presence has increased quite dramatically over the past six months.

31:02 So he's still very much with us and working hard. Thanks, Vince. So I was going to pick up another written submission here really to do with the organization of the business under the announcement that we made or the change that we implemented at the start of the year. And just to sort of in answering that question to explain that the sales team still individually reports to Vince, but he has passed over responsibility for some groups of customers within that sales team. And we've also been lucky enough to recruit a very experienced sales manager. In fact, she's in in the room with us for those of you attending here from Westminster Security, and Eve's picked up some overseas territories, but is also very strongly focused on growing our activity in in The UK and is starting to have success with that. In fact, we picked up a small order from a UK police force that has entirely been Yves' work just this morning, I think. Indeed. Yes. Yes.

32:12 So so, yeah, that that means that we can balance Vince's time between running sales and taking on more responsibility in the in in in in the in the interim CEO role. The other thing, obviously, an organization like ours is very focused on r and d. That that's obviously quite a quite a time commitment, and

32:36 and I've always, the time that I've been here, taken a a high degree of responsibility for the working with Vince, obviously, but in terms of defining product strategy and managing the r and d the r and d activity at least in terms of, the high level of what they're doing. So that's something, where Vince's role hasn't really, changed. He obviously, you know, represents the customer view, if you like, into that discussion. Other thing I would say is someone who's not on the table today isn't isn't on the board, but a very strong part of our day to day management team is our operations manager, Anthony Benny, who who's very experienced and works across both manufacturing and operations and managing our supply chain and the things that Sarah has talked about in terms of managing supply chain through sort of global difficulties has very much been, been Anthony's responsibility. So at the moment, I would say it's working well in this in this current structure, and I think we're managing to to balance that to balance that load.

33:47 So just a quick one on from online. I mentioned in the announcement today that we've been testing parts for a fuel cell company as part of our plan to diversify our industrial activity. And somebody's asked, Vince, how that opportunity arose, which is is very much Yeah. No problem. If any of you have been keeping abreast of the news, there was Johnson Matthey as a as a company. They had a lithium ion portfolio, which they've finished with. They've they've closed that business down. They're gonna focus on other parts of it. But one of the contacts I had there when we were dealing with them there has moved to another organization, and it was a personal contact between myself and and the guy who used to work there.

34:34 We did some work for him whilst he was at the lithium ion manufacturing position, and he could see the benefits of potentially using x-ray in his current fuel cell application. Thank you, Vince. So just going to pick up another couple of questions then. One is, again, it's a written question in relation to Risdep and Risdep's shareholding in the business. I think most of you will be familiar with the background of that. And I think as I've as I've said before, that shareholder has been with the company for, you know, quite quite a long time now and and and holds a significant part of the company.

35:29 It is our view that that shareholder, you know, would want to divest that holding in the in the long term. We have an idea of what needs to happen for us to be able to help that shareholder. We know what she's she's looking for for for those shares. And one of the reasons that we're so focused on organic growth apart from that's what companies need to do is that there's a point there as that feeds into the share price that we're going to be able to help that shareholder at least reduce that stake in the business. We recognize that with what went on when we got very close to making an acquisition in 2018, but ultimately, we're stopped by the fact that that shareholder couldn't bring herself to allow us to sell new shares and dilute her shareholding at the price that was pervading at the time.

36:37 Obviously, you know, she's she's looking to make a a return on those shares. So we actively, you know, manage that and have a have a dialogue with that that shareholder. We are looking at to manage that situation over time. And I'm just gonna take one last shareholding, which is from an online attendee. Does those drop in value of your shares trouble you? There's a one way to answer that. Actually, yes. I mean, clearly, I don't wanna be facetious about it. It's important, and I and I know, you know, there are there are people taking part in the meeting who hold have much more at stake in the company than than I do. And, obviously, the drop in the share price in response to our trading announcement today is is upsetting, for me, as it is for them.

37:33 All I would do, I think, is, you know, reiterate the points that we've made in this meeting is we have, you know, over the last twelve months, through a pandemic, continued to invest in the business, and we've considerably expanded our product range. We've put new high value products out into the market. We found new customers. We're starting to break into North America. We're we're working in Australia. We're building business in The UK. We've expanded our sales team by bringing EVE on. And so, yeah, we feel we as a board have confidence that we have the right things in place to grow the business, but for a business that's very highly dependent on government contracts in the international market, You know, we are we are dependent on those contracts happening and on people committing funds and and and spending them, and, you know, that that is happening slowly at the moment, but that doesn't alter the fact that we have every confidence in the product range, in the offering that we're taking to market. We're looking forward to demonstrating that to those of you that are in the room and of that forming the platform for us to take the company forward.

38:55 And and that's very much, you know, what we're what what we're committed to to doing. So as we've seen you run out of questions online, I think I'll bring the question and answer period to an end, if I may. So thank you for those that participated in that. I'd like now to move on to the formal, business of the meeting. Would shareholders present in person, and any corporate representatives present please raise their hands so I can see those constituting the meeting? Thank you.

39:42 Has everyone signed their attendance register? Good. And then so I note that we have a quorum of shareholders present. As you know, today's meeting was called by notice for annual general meeting dated 12/06/2021. The notice contains details of ordinary resolutions, and today's meetings we called to consider and if thought fit, pass those, resolutions. The actual terms of the resolutions are set out in full in the notice, and unless any member has any objections, I propose to take the notice as as read. Please note that as per the sorry? No. No. Sorry. I'm gonna go through this. Yeah. Please note, as per the notice, voting on the resolutions proposed at today's meetings will be conducted by way of a poll after all five resolutions have been proposed to the meeting.

40:35 The first resolution, an ordinary resolution, is to receive and adopt the financial statements for the year ending 09/30/2021 together with the reports of the directors, including the strategic report and the auditors. I now propose that financial statements for the year ended 09/30/2021 be received and adopted. Resolution number two is an ordinary resolution to receive and adopt the remuneration report contained within the annual report for the year ended 09/30/2021. I now propose that the remuneration report contained within the annual report for the year ended 09/30/2021 be received, and, adopted.

41:20 Resolution three deals with my own reelection to the board. And as such, I shall briefly vacate, vacate the chair and hand over to Vince Durian. So resolution three seeks to authorize the reelection of Bill Moore as a director of the company. Bill retires in accordance with the recommendations of The UK corporate governance code, and being eligible, he's offering himself a reelection at this annual general meeting. I I now propose that Bill Moore is reelected as the director of the company. I will now hand the chair back to Bill. Thank you, Vince. Resolution four seeks to authorize the reelection of Richard Lever, doctor Richard Lever as the director of the company. Richard retires in accordance with the recommendations of The U Pay UK corporate governance code, and being eligible, is offering himself a reelection at this annual general meeting.

42:08 I now propose that doctor Richard Lever is reelected as the director of the company. Finally, resolution five seeks to reappoint BDO LLP as auditors and to authorize the directors to fix their remuneration on our proposed resolution to the meeting. What I will do now is to hand over to Gervais Cox of Neville Registrars who will explain and conduct the poll process and answer any questions you may have. Thank you, sir Gervais. Thank you, Bill. Ladies and gentlemen, good afternoon. My name is Gervais Cox, and I am here from Neville Registrars Limited, the company's registrar. I'm entrusted this afternoon with the task of conducting the poll on five ordinary resolutions and certifying the results of the vote to the chair of the meeting. Proxy cards were dispatched to all shareholders prior to the meeting. Many of you have may have already completed and returned them, thereby appointing either the chairman of the meeting or your appoint appointed proxy to cast your vote for you.

43:07 I have here a summary of the scores from the proxy cards received prior to the meeting, which indicates what the outcome of a poll would be if no additional votes were to be cast, and I will use this as the starting point for counting the votes. Please note that if you have previously completed and returned your proxy card and do not wish to change your vote, there is no need for you to take any further action on this poll as your vote has already been counted. I'm available to answer any questions which any of you may have regarding the completion of poll cards. Please raise your hand if you would like a poll card. Thank you. In which case, as no further poll cards were submitted, the results of the poll are as follows.

43:53 Resolution one is an ordinary resolution for the adoption of the company's accounts for the year ended 09/30/2021 together with the director's report, including the strategic report and orders report. The votes in favor were 15,708,019 shares, representing 99.96% of the vote, and the votes in favor was 7,000 shares, representing 0.04%. Resolution two is an ordinary resolution to approve the director's remuneration report and form set out in their company's annual report. The votes in favor were 15,675,488 in favor, representing 99.8% of the votes cast, and the votes against were 32,031, representing 0.2% of the votes cast.

44:48 Resolution three is an ordinary resolution for the election of Bill Moore, William Moore as a director of the company. According to the articles of association of the company, he's required to retire by rotation and being eligible office himself for election. The votes in favor were 15,666,855, representing 99.69% in favor. The votes against were 48,164, representing 0.31%, against. Resolution four is an ordinary resolution for the reelection of doctor Richard Lever as a director of the company. In accordance with the articles of association of the company, he is now required to retire by rotation and being eligible for election. The votes in favor were as follows, 15,666,855 shares in favor and representing 99.69% of the vote and against 48,164 shares representing 0.31 vote.

45:55 Finally, resolution five is an ordinary resolution for the appointment of BDO LLP as auditor and to authorize the directors to fix their remuneration. Companies Act 2,006 requires auditors to be appointed at each general meeting at which accounts are laid before the company to hold office until the next such meeting, and BDO LLP have indicated their willingness to continue in office for a further year. Votes in favor were 15,682,988, representing 99.8% of votes cast, and the votes against were 32,031, representing 0.2% of the votes cast. I'll hand back to you. Thank you, Jervais. I can therefore declare that resolutions have been duly passed, which concludes the formal business of the meeting, and I can declare it closed.

46:50 And I'd like to thank everyone for attending, both the those of you that have been able to make the journey up to to LUPPRA and those that joined joined online. I'm gonna hand back to Brotherhood who set up the online platform for us just to to to close that out, and then then we'd arrange for the visitors here to to to have a demonstration of some of our new systems. That's Paul. Bill, thank you very much indeed, and thank you for everyone for attending both online and physically. Can I please ask the attendees online not to close the session to be automatically redirected for your opportunity to provide your feedback in order that the board can better understand your views and expectations?

47:37 This will only take a moment to do, and I'm sure the company would be very grateful for your feedback. On behalf of the board of Image Scan Holdings PLC, we'd like to thank you for attending today's annual general meeting. That concludes today's session. Thank you, and good afternoon to you all.