Financial Statements to 31 December 2023
25/06/2024 16:46
Financial Statements for the Year Ended 31 December 2023
Igraine Plc
(“Igraine” or “the Company”)
Financial Statements for the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December
2023.
PRINCIPAL ACTIVITIES
Igraine is an investment issuer listed on the Access Segment of the Aquis
Growth Market Exchange. The Company maintains an investment strategy focused
on the evaluation of innovative technologies and commercially attractive
discoveries in the health, medtech, biotech and life science sectors
worldwide.
The commercial objective of the Company is to seek investment opportunities
that are at inflection points that if proven and successful can dramatically
alter their valuation and growth trajectory. The Company can identify these
opportunities through the network the Board maintains internally and through
the advisory services the company retains.
REVIEW OF BUSINESS
During the financial year ended 31 December 2023, Igraine Plc faced a
challenging market environment, reflecting broader economic uncertainties and
volatility in the small cap space within the UK. Despite these headwinds, the
Company remained committed to its strategic objectives and has made notable
progress in key areas.
In the past year, Igraine Plc successfully made a strategic investment into
Fixit Medical Ltd, demonstrating our commitment to identifying and supporting
promising opportunities within the healthcare sector. This investment aligns
with our long-term strategy to diversify and strengthen our portfolio.
Whilst monitoring existing investments and reviewing new targets, the Company
has been in discussions with a number of parties regarding a potential full
business amalgamation. Discussions held during the year were positive and
would significantly assist in creating greater shareholder value. As we move
into 2024, these discussions are ongoing and progressing well, reflecting our
proactive approach to exploring opportunities that can enhance our strategic
position and drive growth.
We are also pleased to welcome a new significant shareholder to Igraine Plc.
The support from our shareholders is invaluable, and we remain dedicated to
delivering value to them.
INVESTEE COMPANY UPDATES
Fixit Medical Ltd
During the financial period Igraine acquired 20% of Fixit Medical Limited, 343
new Ordinary shares of £0.01 at a price of £230.41 per share for a total
cost of £99,997.94.
Fixit medical Ltd (Fixit), a research and experimental development company
focused on social sciences and humanities, is the sole owner, designer and
developer of Cingo®, the next drainage catheter fixation device. Cingo
features best in class catheter fixation through a pull-force dissipating
design and an estimated two-week wear time. Cingo also boasts a revolutionary
design that protects catheters from twisting and kinking, providing easy
access to the catheter exit site for improved visibility and cleaning, and
includes a breakthrough integral shower-safe feature. Fixit CEO and Inventor
of Cingo, Dr. Robert Ward, MB BS FRCS FRCR, is a specialist in vascular and
interventional radiology and has developed the most advanced and
patient-centric drainage catheter fixation device available today.
Since acquiring a significant equity stake, Fixit has made significant strides
towards the commercialisation of Cingo. Working with MDM Management Ltd and
other partners to develop and refine the device. The prototype design has
advanced considerably and testing for both the adhesive and the device’s
materials have commenced.
Excalibur Medicines Limited
Igraine maintains a 2% equity interest in Excalibur Medicines Limited (EML)and
has the rights to co-invest in all healthcare and life-science investment
opportunities sourced or invested into by Excalibur Healthcare Services.
EML is a subsidiary of Excalibur Healthcare Services Ltd. EML has secured
exclusive rights to and owns the patents on a drug, AZD1656, which is being
developed as a potential therapeutic for diabetics. EML entered into an
agreement with Saint George St Capital Limited (SGS) for the ownership of
licenses of AZD 1656 and commercialisation rights to EML in return for funding
the clinical trial and running costs of SGS. The funding agreement for AZD1656
covers the COVID-19 project and additional projects.
Under the agreement SGS Capital would benefit from 30% of the proceeds of any
commercialisation of the drug after a preferential payment of £19.2million to
EML. EML benefits from 70% of the ongoing proceeds.
The trial that concluded in 2022 showed that AZD1656 promoted the movement of
T-reg cells to the point of disease to reduce inflammation successfully.
During the year a company called Conduit Pharmaceuticals Inc listed on the
NASDAQ. Upon listing it was observed that Conduit made claims as to owning
AZD1656, licensed in six indications including Covid-19. The Company is aware
of a number of transactions made between SGS shareholders and Conduit
Pharmaceuticals.
Together with Sir Professor Christopher Evans and Martin Walton of Excalibur
Medicines Limited the Company is receiving advice as to how best to proceed,
whilst maintaining numerous, encouraging, conversations on Igraine’s
shareholding.
Oscillate Plc
The company retains its 21,475,000 shareholding in Oscillate Plc, acquired in
2022, representing approximately 10.2% of Oscillate’s issued share capital.
Oscillate Plc is an investment issuer listed on the Aquis Growth Market
Exchange seeking investment in the medical cannabis sector, special situations
and investments in the medical psychedelic industry. As of 30 November 2023,
Oscillate’s cash position was £1,101,259.
During the year Oscillate Plc held an Annual General Meeting seeking approval
for, amongst other things, the Members Voluntary Liquidation of the Company.
As the largest shareholder in the Company, Igraine were pleased that the
resolution was not passed and that the Company has since continued to operate
with a view to identifying and completing a reverse takeover transaction. To
this end, the companies are in constant dialogue over transactions and
targets.
Legacy Investment
Igraine Plc has made significant progress in recovering funds from historical
investments. This ongoing effort is crucial for improving our financial
position and enhancing our ability to reinvest in new opportunities. The
Company has taken a proactive approach by entering into legal claims, issuing
statutory demands and even taking a director of a historical investee to
court. The Board is encouraged by these developments and will continue to
priorities the recovery of assets to strengthen our balance sheet.
POST-YEAR END REVIEW
In the period following the financial period ending 31 December 2023, the
company and its investments have progressed well.
* £50,000 has been recovered from a historical loan with a final interest
payment due.
* A court date has been set in Igraine’s lawsuit against a director of a
historical investee who provided a personal guarantee of £100,000 and
defaulted.
* The Company’s investment in Oscillate Plc has increased in value by 50%
since the 31(st) of December 2023.
Mr S Grant-Rennick - Director
Date: 24 June 2024
EVENTS SINCE THE END OF THE YEAR
The Company continues to monitor the development of its maiden investment with
Excalibur under the Co-Investment Agreement.
Results to date have been positive as the Excalibur team progress
commercialisation discussions with the preference being that of a trade sale.
The Company invested £100,000 into Fixit Medical Ltd. Fixit, a research and
experimental development company focused on social sciences and humanities, is
the sole owner, designer and developer of Cingo®, the next drainage catheter
fixation device.
The Company is in the process of instructing legal professionals to recover
value from legacy investments entered into by previous management.
DIVIDENDS
The Directors do not propose a dividend in respect of the year ended 31
December 2023 (2022: £nil).
Extract from auditor report:
“Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors’
assessment of the entity’s ability to continue to adopt the going concern
basis of accounting included:
* Obtaining and reviewing management’s going concern assessment (including
the arithmetic accuracy thereof) and associated
* Cashflow forecasts for the period of 12 months from the date of approval of
the financial statements;
* Challenging and reviewing the assumptions applied in the cashflow forecasts
for reasonableness;
* Comparing the cashflow forecasts to historic financial information; and
* Performing sensitivity analysis where appropriate.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company’s ability to
continue as a going concern for a period of at least twelve months from when
the financial statements are authorised for issue.”
The Directors of the Company, who have issued this RIS announcement after due
and careful enquiry, accept responsibility for its content.
Enquiries
Company:
Steve Winfield (Executive Director)
Steve@igraineplc.com
Simon Grant-Rennick (Non-Executive Director)
Simon@igraineplc.com
Investor relations : info@igraineplc.com
Aquis Growth Market Corporate Adviser:
Peterhouse Capital Limited
Tel: +44 (0) 207 469 0930
Statement of Profit or Loss
For the year ended 31 December 2023
2023 2022
£ £
CONTINUING OPERATIONS
Impairment loss of investments (600,000) -
Loss on revaluation of investments (64,425) (107,375)
Administrative expenses (199,100) (241,315)
OPERATING LOSS (863,525) (348,690)
Interest Income 4,208 3,329
LOSS BEFORE INCOME TAX (859,317) (345,361)
Income tax - -
LOSS FOR THE YEAR (859,317) (345,361)
Earnings per share expressed in pence per share:
Basic -0.99 -0.40
Diluted -0.99 -0.40
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2023
2023 2022
£ £
LOSS FOR THE YEAR (859,317) (345,361)
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (859,317) (345,361)
Statement of Financial Position
As at 31 December 2023
2023 2022
£ £
ASSETS
NON-CURRENT ASSETS
Investments 196,638 761,063
CURRENT ASSETS
Trade and other receivables 107,532 134,637
Investments - -
Cash and cash equivalents 118,843 388,412
226,375 523,049
TOTAL ASSETS 423,013 1,284,112
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 588,786 588,786
Share premium 1,946,995 1,946,995
Other reserves 46,116 46,116
Retained earnings (2,377,383) (1,518,066)
TOTAL EQUITY 204,514 1,063,831
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Interest bearing loans and borrowings 19,907 29,922
CURRENT LIABILITIES
Interest bearing loans and borrowings 10,015 9,768
Trade and other payables 188,577 180,591
TOTAL LIABILITIES 218,499 220,281
TOTAL EQUITY AND LIABILITIES 423,013 1,284,112
The financial statements were approved by the Board of Directors and
authorised for issue on 24 June 2024 and were signed on its behalf by:
Mr S Grant-Rennick - Director
Statement of Changes in Equity
For the year ended 31 December 2023
Called up share capital Share premium Other reserves Retained earnings Total equity
£ £ £ £ £
Balance at 1 January 2022 588,786 1,946,995 46,116 (1,172,705) 1,409,192
Changes in equity
Deficit for the year - - - (345,361) (345,361)
Balance at 31 December 2022 588,786 1,946,995 46,116 (1,518,066) 1,063,831
Changes in equity
Deficit for the year - - - (859,317) (859,317)
Balance at 31 December 2023 588,786 1,946,995 46,116 (2,377,383) 204,514
The Company’s reserves are as follows:
•The share premium represents premiums received on the initial issuing of
the share capital. Any transaction costs associated with the issuing of shares
are deducted from share premium, net of any related income tax benefits.
•Other reserves arise from the requirement to value share options and
warrants in existence at the grant date (see Note 19).
•Retained earnings include all current and prior period results as disclosed
in the statement of comprehensive income.
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