REG - GENinCode PLC - Final Results
04/06/2025 07:00
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RNS Number : 2973L GENinCode PLC 04 June 2025
4 June 2025
GENinCode Plc
("GENinCode" or the "Company")
Final results
Oxford, UK. GENinCode Plc (AIM: GENI), the predictive genetics company focused
on the prevention of cardiovascular disease ("CVD") and risk of ovarian cancer
announces its audited final results for the twelve months ended 31 December
2024 ("FY24"). FY24 saw the Company introduce its novel polygenic tests to the
US market and strengthen its commercial programme in the UK and Europe.
Financial and Operational highlights
· Year on Year revenues increased 25% to £2.7m (2023: £2.2m), driven by
volume growth in the UK and Europe
· First US test revenues received for LIPID inCode(®) for the diagnosis
of familial hypercholesterolemia ("FH") and CARDIO inCode(®) for the genetic
risk of coronary artery disease ("CAD")
· US Notice of Allowance (granted patent status) received for CARDIO
inCode(®)
· NHS expansion of LIPID inCode(®) for FH diagnosis in North of England
· Growth of LIPID inCode(®) in University Clinic Dresden, Germany for
primary care diagnosis of FH
· CARDIO inCode(®) pilot launched in Extremadura, Spain
· NICE recommendation for ROCA as preferred test for ovarian cancer
surveillance
· Reduced Year on Year Adjusted EBITDA loss of (£4.4m) (2023: loss of
(£6.7m)) reflecting increased revenues and strengthening margins
· Cash reserves of £1.1m at 31 December 2024 (2023: £2.5m)
Post-period end
· Successful completion of a £4.1m secondary placing to support scale up
and commercialisation
· CARDIO inCode(®) pilot launched in Catalunya region, Spain
· CARDIO inCode(®) 'De Novo' progressive discussions to resolve
deficiencies ongoing with Food and Drug Administration (FDA) for approval of
CARDIO inCode(®) for prevention of coronary heart disease in the US
· Inclusion of CARDIO inCode(®) in the 2025 Centers for Medicare and
Medicaid Services (CMS) Clinical Lab Fee Schedule
· NHS (UCL) adoption of Risk of Ovarian Cancer Algorithm (ROCA®) test for
women at high risk of ovarian cancer
Current trading and Outlook
· For the first four months of FY25 consolidated revenues were 20% higher
than same period in 2024
· During 2025, the Company expects to complete the following key
deliverables:
o Significant increase in year-on-year revenues, improving margins with a
substantive reduction in EBITDA losses continuing to move the Company towards
breakeven
o Commercial expansion of LIPID inCode(®) and scale-up of CARDIO inCode(®)
across the US market
o Implementation of LIPID inCode(®) and CARDIO inCode(®) testing in
leading US healthcare institutions and State-based healthcare systems
o Finalise discussions with FDA and agree De Novo approval pathway for
CARDIO inCode(®)
o Expansion of the NHS programme for LIPID inCode(®) and introduction of
CARDIO inCode(®)
o Expansion of the MVZ Uniklinikum, Germany collaborative programme to
provide LIPID inCode(®) testing for its patients
o Build on EU partnerships and finalise ongoing collaborative discussions
o Growth of ROCA(®) trust adoption in the NHS and expansion in EU
o Continued strengthening of the commercial, marketing and selling teams to
support revenue growth
Matthew Walls, Chief Executive Officer of GENinCode Plc said: "We have
continued to grow and strengthen the business over the past year and are now
beginning to advance US business revenues alongside the roll-out of our NHS
test programme and expanding European business. We are holding ongoing and
progressive discussions with the FDA for US regulatory approval of CARDIO
inCode(®) to significantly accelerate growth. Commensurate with the revenue
growth and ongoing operational efficiencies, we are now moving the business
towards breakeven. On behalf of the Board, I would like to thank our valued
shareholders for their support, and we look forward to a positive remainder of
2025."
Analyst briefing
A briefing open to equity research analysts will take place on Wednesday 4
June 2025 at 09.30am BST. To register and for more details please contact
Walbrook PR on genincode@walbrookpr.com (mailto:genincode@walbrookpr.com) .
Investor presentation
Matthew Walls, Chief Executive Officer, and Paul Foulger, Chief Financial
Officer, will provide a live presentation relating to the results via the
Investor Meet Company platform on Thursday, 5 June at 2pm BST. The
presentation is open to all existing and potential shareholders. Questions can
be submitted pre-event via the Investor Meet Company dashboard until 9am the
day before the meeting or at any time during the live presentation. To
register, please use the following
link: https://www.investormeetcompany.com/genincode-plc/register-investor
(https://www.investormeetcompany.com/genincode-plc/register-investor)
Investors can sign up to Investor Meet Company for free and add to meet
GENinCode here
(https://www.investormeetcompany.com/genincode-plc/register-investor) .
Investors who already follow GENinCode on the Investor Meet Company platform
will automatically be invited.
For more information visit www.genincode.com (http://www.genincode.com)
Enquiries:
GENinCode Plc www.genincode.com (http://www.genincode.com) or via Walbrook PR
Matthew Walls, CEO
Paul Foulger, CFO
Cavendish Capital Markets Limited Tel: +44 (0)20 7397 8900
Giles Balleny (Corporate Finance)
Nigel Birks (Life Sciences Specialist Sales)
Harriet Ward (Corporate Broking)
Dale Bellis / Michael Johnson (Sales)
Walbrook PR Limited Tel: 020 7933 8780 or genincode@walbrookpr.com
(mailto:genincode@walbrookpr.com)
Anna Dunphy / Rachel Broad / Marcus Ulker
About GENinCode:
GENinCode Plc is a UK based company specialising in genetic risk assessment of
cardiovascular disease and ovarian cancer. Cardiovascular disease is the
leading cause of death and disability worldwide.
GENinCode operates business units in the UK, Europe through GENinCode S.L.U.,
and in the United States through GENinCode U.S. Inc.
GENinCode predictive technology provides patients and physicians with globally
leading preventive care and treatment strategies. GENinCode invitro-diagnostic
molecular tests combine clinical algorithms and AI bioinformatics to advance
patient risk assessment to prevent the onset of cardiovascular disease and
ovarian cancer.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT
On behalf of the Board, we are delighted to present the audited financial
statements for the twelve-month period ended 31 December 2024 for GENinCode
Plc.
This statement provides a summary of progress over the past year for the
Group, recent developments, and an outlook for the year ahead.
2024 Business review
During the period, the Company saw a 25% increase in revenues to £2.7m (2023:
£2.2m), driven by growth across its UK and European businesses.
GENinCode is a genetics company focused on the prevention of cardiovascular
disease ("CVD") and the early detection of ovarian cancer. The Group's test
portfolio includes:
CARDIO inCode(®) - Polygenic risk assessment of coronary heart disease
LIPID inCode(®) - Prevention of heart disease, genetic diagnosis and risk
assessment of familial (inherited) hypercholesterolemia
THROMBO inCode(®) - Genetic diagnosis and risk assessment of thrombophilia
and thrombotic risk
SUDD inCode(®) - Genetic diagnosis and cause of sudden cardiac death and
familial heart disease
ROCA(®) - Risk of Ovarian Cancer Algorithm ("ROCA")
The Group is scaling its commercial programmes across the US, UK and Europe.
US Business
GENinCode's US strategy includes a targeted engagement plan focused on the top
250 US physicians in preventive cardiology and lipidology. The Company has
built partnerships with US key opinion leaders (KOLs) and major institutions,
supported by education programmes and our 'SITAB' portal (System of Integrated
Traceability Analysis and Biology) to delivering polygenic risk scores and
data registry capability. Our service-based testing is now seeking to expand
across institutions, community clinics, and executive health settings. In
addition, commercial payer discussions are progressing, focused on benefit
investigation and securing payer coverage.
The Company has successfully onboarded over 20 top-tier institutional sites,
mainly for the use of LIPID inCode with adoption expected to grow
significantly, following CARDIO inCode-Score FDA approval and expanded
insurance coverage. The Total Addressable Market for CARDIO inCode is
estimated at $10.5 billion, with a Serviceable Available Market of $4.5
billion. Initial market scoping indicates an addressable patient pool of 21
million patients, with 8.5 million likely to be prescribed CARDIO inCode-Score
once covered by insurance.
GENinCode's core US products, CARDIO inCode and LIPID inCode, are US CLIA and
CAP approved. Following the FDA notice of deficiencies received in April, the
Company continues to hold ongoing and progressive discussions with the FDA
regarding its 'De Novo' submission for CARDIO inCode-Score. US FDA approval of
CARDIO inCode-Score would allow the test to be marketed nationally as a
medical device in a 'kit' format, substantially expanding the US market.
In January 2025, the Company announced that its CARDIO inCode-Score test had
been included in the U.S. Centres for Medicare and Medicaid Services (CMS)
2025 Clinical Lab Fee Schedule with a median price of approximately $500 per
test. This is an important step in facilitating reimbursement from Medicare
and Medicaid across the United States. In addition, the Company is preparing a
MolDx submission for US state-based reimbursement once FDA approval is
received.
The US clinical environment for genetic risk assessment of CVD continues to
strengthen with statements from the US American College of
Cardiologists/American Heart Association (ACC/AHA), recognising polygenic risk
scores (PRS) as an important new risk parameter for comprehensive risk
assessment of coronary artery disease.
LIPID inCode(®) is a globally leading test for Familial Hypercholesterolemia
(FH) with increasing recognition by the US Centres for Disease Control (CDC)
of the public health importance of testing to identify individuals suffering
with FH as these individuals are at high risk of 'earlier in-life' onset of
CVD, in the form of atherosclerosis, angina, heart attack or ischemic stroke.
LIPID inCode(®) has received reimbursement coding and medical classification
coding (ICD-10) coverage in the US with an average insurance reimbursement of
$1,229, reflecting the Clinical Laboratory Fee Schedule for the test and the
broad Familial Hypercholesterolemia Panel of tests to identify FH genetic
variants.
UK and Europe Business
In the UK, our commercialisation strategy is focused on delivering prevention
of heart disease and Familial Hypercholesterolemia (FH) testing within the
NHS. The Company is building relationships with leading medical institutions
and Health Innovation Networks (HINs) to enhance the detection and management
of FH. FH affects approximately 1 in 250 individuals in the UK, equating to
between 230,000 and 260,000 people.
The North East and North Cumbria NHS has now processed over 2,300 FH tests,
helping the NHS Genetic Lab Hub meet its targets for FH detection, a critical
element of the NHS Long Term Plan to prevent CVD. The NHS Long Term Plan
focuses on preventing CVD and improving outcomes and is the single largest
medical condition for NHS England where lives can be saved.
Additionally, the Company is introducing CARDIO inCode to the NHS, to prevent
coronary heart disease (CHD). The Company continues to advance discussions
with other NHS England trusts to broaden the implementation of both LIPID
inCode and CARDIO inCode nationwide. We anticipate further expansion in LIPID
inCode testing across other NHS regions and genetic lab hubs in 2025.
In the EU our commercial products are CE-Marked, with CARDIO inCode, THROMBO
inCode, and LIPID inCode generating revenues, primarily in Spain. Year-on-year
revenue growth in Spain was driven by THROMBO inCode and LIPID inCode,
supported by Spanish regions' Familial Hypercholesterolemia (FH) detection
plans. The regional roll-out of CARDIO inCode for cardiovascular prevention in
primary care is contributing to growth with the recent announcement of the
Catalonia roll-out, with other pilots underway in the Extremadura region and
negotiations ongoing in Andalucía, Madrid and the Basque region.
The Catalonia region in Spain has adopted CARDIO inCode for primary care
cardiovascular risk assessment, targeting a CVD addressable market of
approximately 476,000 patients aged 45 to 64. Catalonia regional test volumes
are expected to escalate to approximately 1,000 patient tests through 2025 as
increasing numbers of physicians, community practices and regions are educated
and onboarded for testing.
In Italy, direct business operations are expanding with partnerships such as
Fondazione SISA supporting LIPID inCode. In Germany, LIPID inCode sales are
strengthening through collaboration with Uniklinikum, leveraging the NHS model
for implementation.
The Company has recently entered into an agreement with University College
London (UCL) to be the first trust to adopt the Risk of Ovarian Cancer
Algorithm (ROCA) Test within the NHS. NICE draft guidelines recommend ROCA
testing every four months for women at risk of ovarian cancer. Final NICE
guidance was released in March 2024 officially recommending the test. Efforts
are underway to roll out the ROCA test across several NHS regions with support
from Cancer Alliances and Specialised Services. The test has gained strong
backing from gynaecological oncologists, geneticists, and genetic counsellors.
International expansion of ROCA is progressing, with agreements signed in
Switzerland and Austria in 2024, with plans to expand into Germany and Spain.
The US market remains under evaluation, with ongoing considerations based on
progress in the UK and Europe.
Intellectual Property
We maintain an ongoing intellectual property programme to strengthen our
existing patent portfolio and advance our family of patents for both CARDIO
inCode(®) and THROMBO inCode(®). We will continue to build our intellectual
property portfolio and actively evaluate in-licensing and acquisition
opportunities as appropriate to enhance our competitive product positioning.
Financial review
In FY24, the Company saw year-on-year revenues increase 25% to £2.7m (2023:
£2.2m), driven by growth across our UK and European businesses, as well as
our first US revenues. The Company continues to scale its commercial programme
across the US, UK and EU markets whilst maintaining tight control over its
operational costs. At the beginning of 2025, the Company successfully
completed a £4.1m secondary placing on AIM to support its commercialisation,
scale-up and launch of new tests in the US and UK. Gross profit for the year
was £1.4m (2023: £1.0m) with a margin of 53% (2023: 47%).
Administrative expenses decreased to £5.9m (2023: £7.8m). The year-on-year
Administrative cost reduction reflecting reduced investment in launch
preparations, laboratory development costs, clinical studies and external
advisory support costs. The reduced Administrative costs gave rise to a
reduced adjusted EBITDA loss for the year of (£4.4m) (2023: (£6.7m)), with
the cash position at the end of December 2024 being £1.1m (2023: £2.5m).
Capital Structure
The number of shares in issue at December 2024 was 176,964,424. The loss per
share for the year ending 31 December 2024 was 2.53p/share. The Board of
Directors will not be recommending a dividend payment for the year ended 31
December 2024. Following the recent secondary placing completed in March 2025,
the total number of ordinary shares in issue is 286,882,042.
Outlook
We expect to grow revenues across the business over the coming year based on
increasing sales volumes and collaborations. We are focused on commercial
programmes with leading EU and US hospital institutions whilst developing our
UK NHS relationships and expanding our EU business. Following the FDA notice
of deficiencies received in April, the Company has held positive discussions
with the US FDA regarding its CARDIO inCode 'De Novo' submission. CARDIO
inCode approval would represent a significant milestone and further growth
accelerator for the Company as a 'first in class' low cost, commercially
available genetic test to prevent heart disease, the leading cause of death
globally. Given the challenging markets, we will grow revenues whilst
maintaining a tight control over operational costs to target a
breakeven/profit position over the medium term. We expect to de-risk our
business model whilst delivering strong growth across our core markets.
During 2025, the Company expects to complete the following key trading
deliverables:
• Significant increase in year-on-year revenues, improving
margins and ongoing reduction in EBITDA losses moving the Company towards
breakeven
• Commercial expansion of LIPID inCode(®) and scale-up of
CARDIO inCode(®) across the US market
• Implementation of LIPID inCode(®) and CARDIO inCode(®)
testing in leading US healthcare institutions and State-based healthcare
systems
• Finalise discussions with FDA and agree De Novo approval
pathway for CARDIO inCode(®)
• Expansion of the NHS programme for LIPID inCode(®) and
introduction of CARDIO inCode(®)
• Expansion of the MVZ Uniklinikum, Germany collaborative
programme
• Build on EU partnerships and finalise ongoing collaborative
discussions
• Following ROCA UCL collaboration in the NHS, commence first
surveillance tests in the NHS and expand EU.
• Continued strengthening of the commercial, marketing and
selling teams to support revenue growth.
We have a strong and growing competitive clinical advantage to identify
patients at high genetic risk of coronary heart disease and improve preventive
care for cardiovascular disease.
Commensurate with this growth we will build investment in our international
manpower resources and expertise.
We continue to build our business and believe our tests are industry leading
and will deliver significant investor returns. We would like to thank our
investors, Board, management and employees for their strength and
determination in helping support and drive our business growth.
We look forward to updating our investors on our forthcoming progress.
Matthew Walls
William Rhodes
Chief Executive
Officer
Chairman
3(rd) June 2025
3(rd) June 2025
Consolidated Income Statement
for the Year Ended 31 December 2024
Notes 2024 2023
£'000 £'000
CONTINUING OPERATIONS
Revenue 4 2,701 2,160
Cost of sales (1,275) (1,138)
GROSS PROFIT 1,426 1,022
Administrative expenses (5,873) (7,751)
ADJUSTED EBITDA (4,447) (6,729)
Depreciation (240) (246)
Amortisation (107) (105)
Share based payment expense (397) (71)
Impairment loss (149) -
Reversal of contingent consideration provision 206
OPERATING LOSS (5,134) (7,151)
Other income 7 99 176
Finance charge 7 (48) (48)
LOSS BEFORE INCOME TAX 5 (5,083) (7,023)
Income tax 8 649 7
LOSS FOR THE YEAR (4,434) (7,016)
ATTRIBUTABLE TO:
Equity holders of the parent company (4,434) (7,016)
EARNINGS PER SHARE
Basic earnings per share (pence) 10 (2.53) (7.32)
Diluted earnings per share (pence) 10 (2.53) (7.32)
Consolidated Statement of Comprehensive Income
for the Year Ended 31 December 2024
Notes 2024 2023
£'000 £'000
(4,434) (7,016)
LOSS FOR THE FINANCIAL YEAR
Other comprehensive income
Items that are or may be subsequently reclassified to the profit and loss:
Exchange differences on translation of foreign operations 132 334
OTHER COMPREHENSIVE INCOME FOR THE YEAR 132 334
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (4,302) (6,682)
Consolidated Statement of Financial Position
31 December 2024
2024 2023
Notes £'000 £'000
ASSETS
NON-CURRENT ASSETS
Intangible assets 12 118 138
Property, plant and equipment 13 234 425
Right of use asset 14 207 282
Goodwill 15 - 149
TOTAL NON-CURRENT ASSETS 559 994
CURRENT ASSETS
Inventories 16 126 84
Trade and other receivables 17 813 582
Cash and cash equivalents 18 1,110 2,484
Financial assets 19 55 42
TOTAL CURRENT ASSETS 2,104 3,192
TOTAL ASSETS 2,663 4,186
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 20 1,770 958
Share premium 21 18,482 15,551
Foreign currency translation reserve 21 177 45
Share based payment reserve 22 643 246
Retained earnings 21 (19,945) (15,511)
TOTAL EQUITY 1,127 1,289
LIABILITIES
NON-CURRENT LIABILITIES
Contingent consideration provision 23 - 178
Lease liability 25 147 221
Deferred Tax 26 12 25
159 424
CURRENT LIABILITIES
Trade and other payables 23 1,290 2,395
Lease liability 25 87 78
1,377 2,473
TOTAL LIABILITIES 1,536 2,897
TOTAL EQUITY AND LIABILITIES 2,663 4,186
Company Statement of
Financial Position
31 December 2024
2024 2023
Notes £'000 £'000
ASSETS
NON-CURRENT ASSETS
Investments 11 292 231
Intangible assets 12 118 138
Property, plant, and equipment 13 49 98
Right of use asset 14 207 282
TOTAL NON-CURRENT ASSETS 666 749
CURRENT ASSETS
Trade and other receivables 17 273 182
Cash and cash equivalents 18 669 2,171
TOTAL CURRENT ASSETS 942 2,353
TOTAL ASSETS 1,608 3,102
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 20 1,770 958
Share premium 21 18,482 15,551
Share based payment reserve 22 643 246
Retained earnings 21 (20,063) (15,255)
TOTAL EQUITY 832 1,500
LIABILITIES
NON-CURRENT LIABILITIES
Contingent consideration provision 24 - 178
Lease liability 25 147 221
Deferred Tax 26 12 25
CURRENT LIABILITIES
Trade and other payables 23 530 1,100
Lease liability 25 87 78
TOTAL LIABILITIES 776 1,602
TOTAL EQUITY AND LIABILITIES 1,608 3,102
Consolidated Statement of
Changes in Equity
for the Year Ended 31 December 2024
Foreign Share
Called up Share Currency based
share premium Translation payment Retained Total
capital account Reserve reserve earnings equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 958 15,551 (289) 175 (8,495) 7,900
Changes in equity
Share based payments - - - 71 - 71
Loss for the financial year - - - - (7,016) (7,016)
Other comprehensive income - - 334 - - 334
Total comprehensive (expense)/income - - 334 - (7,016) (6,682)
Balance at 31 December 2023 958 15,551 45 246 (15,511) 1,289
Changes in equity
Share based payments - - - 397 - 397
Loss for the financial year - - - - (4,434) (4,434)
Other comprehensive income - - 132 - - 132
Total comprehensive (expense)/income - - 132 397 (4,434) (3,905)
Equity issue 812 2,931 - - - 3,743
Total transactions with owners, recorded directly in equity 812 2,931 - - - 3,743
Balance at 31 December 2024 1,770 18,482 177 643 (19,945) 1,127
Company Statement of Changes
in Equity
for the Year Ended 31 December 2024
Called up Share
share Premium Other Retained Total
capital account reserves earnings equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2023 958 15,551 175 (1,413) 15,271
Changes in equity
Share based payments - - 71 - 71
Loss for the financial year - - - (13,842) (13,842)
Total comprehensive (expense)/income - - 71 (13,842) (13,771)
Balance at 31 December 2023 958 15,551 246 (15,255) 1,500
Changes in equity
Share based payments - - 397 - 397
Loss for the financial year - - - (4,808) (4,808)
Total comprehensive (expense)/income - - 397 (4,808) (4,411)
Equity issue 812 2,931 - - 3,743
Total transactions with owners, recorded directly in equity 812 2,931 - - 3,743
Balance at 31 December 2024 1,770 18,482 643 (20,063) 832
Consolidated Statement of
Cash Flows
for the Year Ended 31 December 2024
2024 2023
£'000 £'000
Cash flows from operating activities
Loss before taxation (5,083) (7,023)
Adjustments for:
Impairment loss 149 -
Reversal of contingent consideration provision (206)
Depreciation and amortisation 347 351
Share based payments 397 71
Finance charges 48 48
Bank interest income (99) (174)
Operating cashflow before working capital changes (4,447) (6,727)
Cash used in operations
Decrease / (Increase) in trade and other receivables (231) 383
(Decrease) / Increase in trade and other payables (1,077) (1,071)
Decrease / (Increase) in inventory (42) (65)
Decrease / (Increase) in financial assets (13) (26)
Income taxes received 637 -
Net cash outflow from operating activities (5,173) (7,506)
Investing activities
Purchase of property, plant, and equipment (49) (38)
Bank interest income 99 174
Net cash flows generated in investing activities 50 136
Financing activities
Payments under lease liabilities (98) (94)
Proceeds from share issue 3,743 -
Net cash flows from financing activities 3,645 (94)
Net change in cash and cash equivalents (1,478) (7,464)
Cash and cash equivalents at the beginning of the year 2,484 9,732
Movement in retranslation 104 216
Cash and cash equivalents at the end of the year 1,110 2,484
GENinCode Plc
Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2024
1. Statutory information
GENinCode Plc is a public limited company, limited by shares, registered in
England and Wales. The Company's registered number and registered office
address can be found on the General Information page.
The Group's principal activity is the development and commercialisation of
clinical genetic tests, to provide predictive analysis of risk to a patient's
health based on their genes.
The consolidated financial statements comprised of the Company and its
subsidiaries (together referred to as "the Group") as at and for the year
ended 31 December 2024. The parent Company financial statements present
information about the Company as a separate entity and not about its Group.
2. Material accounting policies
Basis of preparation
The consolidated financial statements of the Group have been prepared using
the historical cost convention, on a going concern basis and in accordance
with UK-adopted international accounting standards ("IFRS") and the Companies
Act 2006 applicable to companies reporting under IFRS, using accounting
policies which are set out below and which have been consistently applied to
all years presented, unless otherwise stated.
The financial statements of the Company have been prepared in accordance with
Financial Reporting Standard 101 "Reduced Disclosure Framework" ('FRS 101')
and the requirements of the Companies Act 2006. The Company will continue to
prepare its financial statements in accordance with FRS 101 on an ongoing
basis until such time as it notifies shareholders of any change to its chosen
accounting framework.
In accordance with FRS 101, the Company has taken advantage of the following
exemptions:
• Requirements of IAS 24, 'Related Party Disclosures' to disclose related
party transactions entered into between two or more members of a group;
• the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of
IAS 36 Impairments of Assets;
• the requirements of IFRS 7 Financial Instruments: Disclosures;
• the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A,
40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements;
• the requirements of paragraphs 134 to 136 of IAS 1 Presentation of
Financial Statements;
• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors.
• the requirements of IAS 7 to prepare a Statement of Cash Flows.
New and amended standards adopted by the Group
The most significant new standards and interpretations adopted, none of which
are considered material to the Group, are as follows:
Ref Title Summary Application date of standards (periods commencing)
IFRS 16 Leases on sale and leaseback Requirements for sale and leaseback transactions in IFRS 16 to explain how an 1 January 2024
entity accounts for a sale and leaseback after the date of the transaction.
IAS 1 Non-current liabilities with covenants Aims to improve information an entity provides relating to liabilities subject 1 January 2024
to covenants.
IAS 7 and IFRS7 Supplier finance Additional disclosure regarding supplier finance arrangements and their 1 January 2024
effects on an entity's liabilities, cash flows and exposure to liquidity risk.
IFRS 16 Leases on sale and leaseback Requirements for sale and leaseback transactions in IFRS 16 to explain how an 1 January 2024
entity accounts for a sale and leaseback after the date of the transaction.
New standards and interpretations not yet adopted
Unless material the Group does not adopt new accounting standards and
interpretations which have been published and that are not mandatory for 31
December 2024 reporting periods.
No new standards or interpretations issued by the International Accounting
Standards Board ('IASB') or the IFRS Interpretations Committee ('IFRIC') have
led to any material changes in the Company's accounting policies or
disclosures during each reporting period.
The most significant new standards and interpretations to be adopted in the
future are as follows:
Ref Title Summary Application date of standards (periods commencing)
IFRS 9 and IFRS 7 Amendments to the Classification and Measurement of Financial Instruments Modifies the following requirements: 1 January 2026
- Derecognition of financial liabilities: Settled through electronic
transfers.
- Classification of financial assets:
Elements of interest in basic lending arrangements.
Contractual terms that change the timing or amount of contractual cash flows.
Financial assets with non-recourse features
Investments in contractually linked instruments.
- Disclosures
Investments in equity instruments designated at FVTOCI.
Contractual terms that could change the timing or amount of contractual cash
flows.
IFRS 18 Presentation and Disclosure in Financial Statements Introduction of overall principles for how information should be aggregated 1 January 2027
and disaggregated.
Disclosures related to management defined performance measures.
Going concern
The financial statements have been prepared on the assumption that the Company
is a going concern. In making this assessment, the Directors have considered
detailed budgets and forecasts for the next 12 months from the date of this
report including the cash at bank available as at the date of approval of this
report. The assessment includes assumptions relating to revenue growth which
if not met an additional fund raise may be required. The Directors are
confident that the revenue targets will be met and if they are not, they have
a proven track record in raising funds and therefore they are satisfied that
the Group and Company should be able to meet its financial obligations as
they fall due and have concluded it is appropriate to prepare the financial
statements on a going concern basis.
Delays in revenue growth could have a potential impact on the Group's
liquidity, however there are a number of potential mitigating actions that can
be taken to safeguard the Group's cash position, including working capital
controls and reductions in discretionary spending. The Group has an ongoing
commitment to keep costs and working capital under control so that decreasing
net losses can extend the cash runway and eventually drive the business
towards generating positive cash flows.
Given there is uncertainty over the revenue forecasts and, if required, the
timing and quantum of an additional fund raise cannot be predicted, these
factors indicate the existence of a material uncertainty which may cast
significant doubt about the Group's ability to continue as a going concern.
The financial statements do not include the adjustments that would result if
the Group was unable to continue as a going concern
Basis of consolidation
The Parent has 100% control of all subsidiaries. The subsidiaries consolidated
in these Group accounts were acquired via group re-organisation and as such
merger accounting principles have been applied, except for the acquisition of
Abcodia Limited in September 2022. The subsidiaries' financial figures are
included for their entire financial year rather than from the date the company
took control of them, with the exception of Abcodia Limited which was acquired
in September 2022.
Inter-company transactions, balances, and unrealised gains on transactions
between Group companies are eliminated during the consolidation process.
The Company acquired its 100% interest in Abcodia Ltd in September 2022. The
results of subsidiaries acquired during the year are included from the
effective date of acquisition. Where necessary, adjustments are made in
results of subsidiaries to bring the accounting policies used into line with
those used by the Group.
The subsidiary, Abcodia Limited is exempt from audit by virtue of s479A of the
Companies Act 2006.
Property, plant, and equipment
Depreciation is provided to write off cost, less estimated residual values, of
all property, plant, and equipment, evenly over their expected useful lives,
calculated at the following rates:
Plant
12%
Equipment
25%
Impairment
The carrying value of the property, plant and equipment is compared to the
higher of value in use and the fair value less costs to sell. If the carrying
value exceeds the higher of the value in use and fair value less the costs to
sell the asset, then the asset is impaired, and its value reduced by
recognising an impairment provision
Intangible assets
(i) Patents and licenses costs
The Group has purchased patents and licences since incorporation. The costs
incurred in obtaining these patents and licenses have been capitalised.
Amortisation is charged as follows:
Patents
Over estimated economic life of 10 years
Licences
20% (estimated useful life of 5 years)
The Patents and license costs are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable.
(ii) Software costs
The Group has purchased software since incorporation. The costs incurred in
obtaining the software have been capitalised as the Group uses the software
platform to provide results to its customers.
Amortisation is charged on a straight-line basis at 25% over the useful life
of the related asset. Software costs are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not
be recoverable.
Foreign currency
The functional currency of the Company is Sterling Pound (£) and its
subsidiaries are in Euros (€) and US Dollars ($). The presentational
currency of the Company is £.
Transactions entered by the Group's entities in a currency other than the
functional currency are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are translated at the
rates ruling at the statement of financial position date. Exchange differences
arising on the re-translation of outstanding monetary assets and liabilities
are also recognised in the income statement. The subsidiaries profit and loss
are translated at average rate and the balance sheet is translated at the year
end rate.
The exchange rates used in the financial statements are as follows:
2024 2023
Sterling/euro exchange rates
Average exchange rate for the year 1.181 1.149
Exchange rate at the year end 1.209 1.153
Sterling/US dollar exchange rates
Average exchange rate for the year 1.278 1.244
Exchange rate at the year end 1.252 1.273
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held on call,
together with other short term highly liquid investments which are not subject
to significant changes in value and have original maturities of less than
three months.
Revenue recognition
Revenue is recognised in accordance with the requirements of IFRS 15 'Revenue
from Contracts with Customers'. The Group recognises revenue to depict the
transfer of promised goods and services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. Revenue is determined to be recognised
at the point of despatch of the product or service unless there are specific
provisions in the relevant contract. Revenue from the provision of testing and
reporting services is recognised upon delivery of the report to the customer.
Invoices are typically raised upon delivery of the products or reporting
services, unless there is a different contractual requirement, for payment
according to credit terms, the prices having been pre-agreed on a product and
customer basis.
In the US, there is an additional factor which management takes into
consideration in that if a test is payable by an Insurance company, then the
test is billed at a pre-agreed rate according to the CPT (Current Procedural
Terminology) code for this type of test as identified by the Centers for
Medicare and Medicaid Services (CMS). Once the test has been taken by the
patient, the insurance company will then be pursued for payment, albeit this
could take weeks or months as negotiation around the final price will ensue,
especially in these early days whilst the company is a new 'out-of-network'
provider of testing. Recognition of revenue is as follows:
· All revenue under self-pay is recognised once the payment has
been received and the physician/customer has received their test results
· In the case of patients undertaking the Insurance route, as it is
not known what the final agreed price per test will be, management estimates
what percentage of the billed amounts is likely to be actually paid; this
percentage is based on any receipts we have received to date. Going forward,
once the test is more established in the market, then it will be easier to
predict what this final payment is likely to be per test.
Equity
Share capital and share premium
Share capital account represents the nominal value of all share issues. The
share premium account represents the excess of proceeds over the nominal value
for all share issues, including the excess of the exercise price over the
nominal value of the shares.
Retained deficit
Retained deficit are the consolidated retained funds and share based payments
reserve for the group or company.
Foreign exchange reserve
The foreign exchange reserve is accumulated reserves created by Foreign
Exchange differences on the consolidation of Group balances into the reporting
currency of pounds sterling.
Employee benefits
(i) Short-term benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary
benefits are accrued in the year in which the associated services are rendered
by employees of the Company.
Employee benefit costs
The Group operates a defined contribution pension scheme. Contributions
payable to the Group's pension scheme are charged to the income statement in
the year to which they relate.
Research and development expenditure
Expenditure on research activity is recognised as an expense in the year in
which it is incurred.
Share based payment
The fair value of equity-settled share-based payments to employees is
determined at the date of grant and expensed on a straight line basis over the
vesting period based on the Group's estimate of shares or options that will
eventually vest.
All equity-settled share-based payments are ultimately recognised as an
expense in the profit or loss with a corresponding credit to the Share based
payment reserve. If vesting periods or other non-market vesting conditions
apply, the expense is allocated over the vesting period, based on the best
available estimate of the number of share options expected to vest. Estimates
are subsequently revised if there is any indication that the number of share
options expected to vest differs from previous estimates. Any cumulative
adjustment prior to vesting is recognised in the current period. No adjustment
is made to any expense recognised in prior periods if share options ultimately
exercised are different to that estimated on vesting.
Share options granted to employees of subsidiaries are recognised as an
expense in the employing subsidiary and as an addition to the investment in
the subsidiary for the parent company. The costs are calculated on the same
basis as above and are included upon consolidation.
Upon exercise of share options, the proceeds received net of attributable
transaction costs are credited to share capital, and where appropriate share
premium.
Leased assets
The Group recognises a right of use asset and a lease liability at the lease
commencement date. The right of use asset is initially measured at cost, which
comprises of the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore the underlying asset or to restore the underlying asset or
the site on which it is located, less any lease incentives received.
The right of use asset is subsequently depreciated using the commencement date
to the end of the lease term.
The lease liability is initially measured at the present value of the lease
payments that are paid at the commencement date, discounted using the Group's
incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest
method. It is re-measured when there is a change in future lease payments
arising from a change in an index or rate.
The Group has elected not to recognise right of use assets and lease
liabilities for short term leases that have a lease term of 12 months or less
and leases of low value assets. The Group recognises the lease payments
associated with these leases as an expense on a straight-line basis over the
lease term.
Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
• those to be measured subsequently at fair value (either
through OCI or through profit or loss); and
• those to be measured at amortised cost.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either in
profit or loss or in OCI.
The entity will recognise a financial liability in its statement of financial
position when it becomes party to the contractual provisions of the
instrument. At initial recognition, the entity measures a financial liability
at its fair value plus or minus, in the case of a financial liability not at
fair value through profit or loss, transaction costs that are directly
attributable to the acquisition or issue of the financial liability.
The Group classifies financial assets as amortised costs only if both of the
following criteria are met:
• the asset is held within a business model whose objective is
to collect contractual cash flows; and
• the contractual terms give rise to cash flows that are
solely payment of principal and interest.
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that is,
the date on which the Group commits to purchase or sell the asset). Financial
assets are de-recognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial assets is
included in finance income using the effective interest rate method. Any gain
or loss arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt
instruments carried at amortised cost. The impairment methodology applied
depends on whether there has been a significant increase in credit risk. For
trade receivables, the Group applies the simplified approach permitted by IFRS
9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Goodwill
Goodwill arising in a business combination is recognised as an asset at the
date control is acquired (the acquisition date). Goodwill arising on the
acquisition of a subsidiary undertaking is the difference between the fair
value of the consideration payable and the fair value of the identifiable
assets, liabilities and contingent liabilities acquired.
Goodwill is not amortised but is reviewed for impairment at least annually or
more frequently if there is an indication that goodwill may be impaired. If
the recoverable amount is less than the carrying amount, the carrying amount
of the asset is reduced to its recoverable amount. An impairment loss is
recognised as an expense immediately.
On disposal of a subsidiary, the attributable amount of goodwill is included
in the determination of the profit or loss on disposal.
Inventory
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and, where applicable, direct labour costs and
those overheads that have been incurred in bringing the inventories to their
present location and condition. Cost is calculated using the weighted average
cost method. Net realisable value represents the estimated selling price less
all estimated costs of completion.
Taxation
Current and deferred tax is charged or credited in profit or loss, except when
it relates to items charged or credited directly to equity, in which case the
related tax is also dealt with in equity. Current tax is calculated on the
basis of the tax laws enacted or substantively enacted at the reporting date
in the countries where the Company and its subsidiaries operate.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary
differences can be utilised, except for differences arising on investments in
subsidiaries where the Group is able to control the timing of the reversal of
the difference and it is probable that the difference will not reverse in the
foreseeable future.
Recognition of the deferred tax assets is restricted to those instances where
it is probable that a taxable profit will be available against which the
difference can be utilised.
Deferred tax is calculated based on rates enacted or substantively enacted at
the reporting date and expected to apply when the related deferred tax asset
is realised, or liability settled.
Current taxes are based on the results shown in the financial statements and
are calculated according to local tax rules, using tax rates enacted or
substantially enacted by the statement of financial position date.
Critical accounting estimates and judgements
The preparation of financial information in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires the Directors
to exercise their judgement in the process of applying the accounting policies
which are detailed above. These judgements are continually evaluated by the
Directors and management and are based on historical experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances.
The key estimates and underlying assumptions concerning the future and other
key sources of estimation uncertainty at the statement of financial position
date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the year in which the estimate is revised if the revision affects only that
year, or in the years of the revision and future periods if the revision
affects both current and future years.
The estimates and judgements which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities within
the next financial year are discussed below:
• Intangible assets
The assessment of the future economic benefits generated by these separately
identifiable intangible assets and the determination of its amortisation
profile involve a significant degree of judgement based on management
estimation of future potential revenue and profit and the useful life of the
assets. Reviews are performed regularly to ensure the recoverability of these
intangible assets.
The Group have estimated the expected useful lives of intangible assets based
on qualitative and quantitative data. Details of these amortisation rates are
set out in the accounting policies. Useful lives are regularly reviewed and
should management's assessment of useful lives change then amortisation
charges in the financial statements would be adjusted and carrying amounts of
intangible assets would change accordingly. There is a management judgement on
whether the R&D capitalisation criteria are met.
• Share based payments
The Company has issued share options as an incentive to certain senior
management. The fair value of options granted is recognised as an expense with
a corresponding credit to the share-based payment reserve. The fair value is
measured at grant date and spread over the year during which the awards vest.
For equity-settled share-based payment transactions, the goods or services
received and the corresponding increase in equity are measured directly at the
fair value of the goods or services received, unless that fair value cannot be
estimated reliably. If it is not possible to estimate reliably the fair value
of the goods or services received, the fair value of the equity instruments
granted as calculated using the Black-Scholes model is used as a proxy.
The fair value of share-based payments is measured by use of valuation models,
which take into account conditions attached to the vesting and exercise of the
equity instruments. The expected life used in the model is adjusted; based on
management's best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations. The share price volatility
percentage factor used in the calculation is based on historical share price
performance of a group of peer companies as historical share price performance
was not available for the Company on the date of grant.
The charge related to equity-settled transactions with employees is measured
by reference to the fair value of the equity instruments at the date they are
granted, using an appropriate valuation model selected according to the terms
and conditions of the grant. There are two pricing models; being the Black
Scholes model or the Monte Carlo model. The simplest option pricing model is
the Black-Scholes model, which tends to be suitable for simple forms of share
awards, in particular where there are no market-based performance conditions.
Judgement is applied in determining the most appropriate valuation model and
estimates are used in determining the inputs to the model. The group engaged a
third-party expert to value the options granted using the Black-Scholes Model.
Further disclosure of inputs relevant to the calculations is set out in Note
22.
Contingent
consideration
Contingent consideration is a financial liability recorded at fair
value (note 24). The amount of contingent consideration to be paid is based
on the occurrence of future events, such as the achievement of certain
development, regulatory and sales milestones. Accordingly, the estimate of
fair value contains uncertainties as it involves judgment about the likelihood
and timing of achieving these milestones as well as the discount rate used.
Changes in fair value of the contingent consideration obligation result from
changes to the assumptions used to estimate the probability of success for
each milestone, the anticipated timing of achieving the milestones and the
discount period and rate to be applied. A change in any of these assumptions
could produce a different fair value, which could have a material impact on
the results from operations.
· Leases
The application of IFRS 16 requires the Group to make judgments that affect
the valuation of the lease liabilities and the valuation of right-of-use
assets (note 25). These include: determining contracts in scope of IFRS 16,
determining the contract term and determining the interest rate used for
discounting of future cash flows.
The lease term determined by the Group generally comprises non-cancellable
period of lease contracts, periods covered by an option to extend the lease if
the Group is reasonably certain to exercise that option and periods covered by
an option to terminate the lease if the Group is reasonably certain not to
exercise that option. The same term is applied as the economic useful life of
right-of-use assets.
The present value of the lease payment is determined using the discount rate
representing the base rate of 4.5%, plus a margin of 3% for general lending,
giving a raise to a discount rate of 7.5%.
Management have assessed each lease liability for recognition under IFRS16
and recognised a right of use asset where appropriate (note 25). The right
of use asset is amortised in line with the term of the lease. Amortisation
is on a straight line basis over 5 years with discount rate 7.5% as above.
Where leases include break dates the management have made a judgement that
these will not be exercised.
· Carrying value of inter- company debtors
Management uses their judgement to assess the recoverability and value of
intercompany debts, the Company has funded its subsidiaries (note 17) to
assist with their growth. Management have decided to provide for the
inter-company debts in their entirety at the year end. This is based on
current forecasts and the ability of the subsidiaries to repay the debts
within the foreseeable future.
3. Financial risk management
The Group's risk management is controlled by the board of directors. The
board identifies, evaluates, and mitigates financial risks across the Group.
Financial risks identified and how these risks could affect the Group's future
financial performance are listed below;
Financial instruments by category
Financial assets at amortised cost 2024 2023
£'000 £'000
Cash and cash equivalents 1,110 2,484
Trade receivables 540 428
Financial assets 55 42
Other receivables 37 37
Financial assets at amortised cost 1,742 2,991
Financial liabilities at amortised cost 2024 2023
£'000 £'000
Trade payables 612 1,194
Accruals 510 396
Lease liability 234 299
Financial liabilities at amortised costs 1,356 1,889
Financial liabilities at Fair Value 2024 2023
£'000 £'000
Contingent consideration - 178
Financial liabilities at fair value - 178
Fair value hierarchy
All the financial assets and financial liabilities recognised in the financial
statements which are short-term in nature are shown at the carrying value
which also approximates the fair values of those short-term financial
instruments. Therefore, no separate disclosure for fair value hierarchy is
required for them. The disclosure on fair value hierarchy does not apply to
the financial leases.
The Group's activities expose it to a variety of financial risks, mainly
credit risk, liquidity risk and interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. In order to
minimise this risk the Group endeavours only to deal with companies which are
demonstrably creditworthy.
The aggregate financial exposure is continuously monitored. The Group's
exposure to credit risk on cash and cash equivalents is considered low as the
bank accounts are with banks with high credit ratings.
Liquidity risk
The Group currently holds cash balances to provide funding for normal activity
and is managed centrally. Trade and other payables are monitored as part of
normal management routine.
Interest rate risk
The Group's interest-bearing assets comprise of only cash and cash
equivalents. As the Group's interest-bearing assets do not generate
significant amounts of interest, changes in market interest rates do not have
any significant direct effect on its income.
The maturity of borrowings and other financial liabilities (representing
undiscounted contractual cash-flows) is as follows:
2023 Within 1 Year
£'000
Trade and Other Payables 1,194
Lease liability 78
Total 1,272
Over 1 Year
Trade and Other Payables
Lease liability 221
221
2024 Within 1 Year
£'000
Trade and Other Payables 612
Lease liability 87
Total 699
Over 1 Year
Trade and Other Payables
Lease liability 147
147
Capital risk management
The Group's capital management objectives are to ensure the Group's ability to
continue as a going concern, and provide an adequate return to shareholders by
pricing products and services commensurate with the level of risk.
To meet these objectives, the Company reviews the budgets and forecasts on a
regular basis to ensure there is sufficient capital to meet the needs of the
Company through to profitability and positive cash flow.
All working capital requirements are financed from existing cash resources.
4. Operating segments
There is only one operating segment. The Group has disaggregated revenue into
various geographic regions in the following table.
2024 2023
£'000 £'000
Revenue from sale of kits and provision of support services 2,701 2,160
Primary Geographic Markets
Spain 1,897 1,644
UK 588 364
US 143 -
Italy - 74
Germany 73 34
France - 26
Rest of World - 18
Total revenue per geographical markets 2,701 2,160
Operating segments (cont)
2024 2023
£'000 £'000
Non-current assets
Primary Geographic Markets
Spain 70 46
UK 374 667
US 115 281
Total non-current assets per geographical markets 559 994
5. Loss from operations
2024 2023
£'000 £'000
Loss is stated after charging:
Cost of inventory 1,138 917
Staff costs 2,028 2,165
Royalty expense 189 107
Operating expenses-- External services 127 945
Directors' salaries and fees 603 659
Research expenditure 145 334
Depreciation and amortisation 347 351
Staff costs are allocated between Cost of sales and Administrative expenses.
5a. Auditor's remuneration
2024 2023
£'000 £'000
Fees payable to the company's auditor for the audit of the company's annual 50 49
accounts
Total 50 49
6. Employees and directors
The average number of employees (including directors) in the Group during the
year was made up as follows:
2024 2023
Number Number
Directors (including non-executive directors) 6 6
Employees 36 36
Total 42 42
The cost of employees (including directors) during the year was made up as
follows:
2024 2023
£'000 £'000
Salaries and wages (including directors) 2,644 2,779
Social security costs 477 510
Employee benefits in kind 21 20
Pension costs 23 25
Share based payment expense 397 71
Total 3,562 3,405
Key management personnel compensation
The compensation of key management personnel, principally directors of
GENinCode Plc for the year were as follows:
2024 2023
£'000 £'000
Directors' salaries 528 584
Social security costs 56 64
Pension costs 11 13
Directors' fees 75 75
Share based payment expense 170 36
Total 840 772
The above remuneration of directors includes the following amounts paid to the
highest paid Director:
2024 2023
£'000 £'000
Highest paid Director 233 280
7. Other income
2024 2023
£'000 £'000
Bank interest income 98 174
Other revenue 1 2
Total 99 176
Finance cost
2024 2023
£'000 £'000
Discount of lease liability 21 24
Unwinding contingent consideration 27 24
Total 48 48
8. Income tax
2024 2023
£'000 £'000
Current tax credit
R&D tax credit 637 -
Total current tax 637 -
Deferred tax
Accelerated capital allowances 12 7
Total current tax 12 7
Total tax (charge)/credit 649 7
The charge for the year can be reconciled to the loss in the consolidated
statement of comprehensive income as follows:
2024 2023
£'000 £'000
Loss before taxation (5,083) (7,023)
Expected tax credit at the UK corporation tax rate of 25% (2022, 19%) (1,270) (1,756)
Current year losses carried forward 1,207 1,713
Capital allowances (1) (2)
Losses utilised 12 -
Expenses disallowed for tax 77 89
Non-trade relationship (25) (44)
Accelerated Capital Allowances 12 7
R&D tax credit 637 -
Total tax (charge)/credit 649 7
Factors affecting current and future taxation
Unrelieved tax losses carried forward of £7,701,138 (2023: £5,795,118) have
not been recognised as a deferred tax asset as there is currently insufficient
evidence that the asset will be recoverable in the foreseeable future.
9. Profit of parent company
As permitted by Section 408 of the Companies Act 2006, the income statement of
the parent company is not presented as part of these financial statements.
The parent company's loss for the financial year was £4,807,710 (2023 - loss
of £13,841,707).
10. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the year.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.
Reconciliations are set out below.
2023
Earnings Weighted average number of shares Per-share amount
£'000 pence
Basic EPS
Earnings attributable to ordinary shareholders (7,016) 95,816,866 (7.32)
Diluted EPS
Adjusted earnings (7,016) 95,816,866 (7.32)
2024
Earnings Weighted average number of shares Per-share amount
£'000 pence
Basic EPS
Earnings attributable to ordinary shareholders (4,434) 175,023,256 (2.53)
Diluted EPS
Adjusted earnings (4,434) 175,023,256 (2.53)
The Company had options issued over 19,205,630 (2023: 7,207,500) ordinary
shares.
Due to the losses incurred from continuing operations in the years reported,
there is no dilutive effect from the existing share options.
11. Investments
Company
£'000
Cost
At 1 January 2023 221
Share based payments 10
At 31 December 2023 231
Share based payments 211
Impairment (149)
As at 31 December 2024 292
Share based payments relate to costs of employee
options in the Company for employees of its subsidiary.
Summary of subsidiaries held in investments;
Name of entity Country of incorporation Ownership held Principal activities Registered office
Holding 2023 and 2022
GENinCode S.L.U. Spain Ordinary shares 100% Medical and scientific research Rambla d'Egara 235, 5ª planta C D, Terrassa 08224, Spain
GENinCode U.S. INC. USA Ordinary shares 100% Medical and scientific research 1209 Orange St., Wilmington Delaware 19801
GENinCode UK Ltd England & Wales Ordinary shares 100% Dormant company 1 St. Peters Square, Manchester, M2 3DE
Abcodia Ltd England & Wales Ordinary shares 100% Medical and scientific research 1 St. Peters Square, Manchester, M2 3DE
Abcodia UK Ltd England & Wales Ordinary shares 100%- Indirectly through Abcodia Ltd Dormant company 1 St. Peters Square, Manchester, M2 3DE
Abcodia CS Ltd England & Wales Ordinary shares 100%- Indirectly through Abcodia Ltd Dormant company 1 St. Peters Square, Manchester, M2 3DE
Abcodia Inc USA Ordinary shares 100%- Indirectly through Abcodia Ltd Dormant company 1209 Orange St., Wilmington Delaware 19801
12. Intangible assets
Group
Software Patents & Licences Total
£'000 £'000 £'000
Cost
At 1 January 2023 53 203 256
Movement on retranslation (1) - (1)
At 31 December 2023 52 203 255
Movement on retranslation (2) - (2)
At 31 December 2024 50 203 253
Amortisation
At 1 January 2023 51 44 95
Charge for the year 2 21 23
Movement on retranslation (1) - (1)
At 31 December 2023 52 65 117
Charge for the year - 20 20
Movement on retranslation (2) - (2)
At 31 December 2024 50 85 135
Net book value
At 31 December 2023 - 138 138
At 31 December 2024 - 118 118
12. Intangible assets (continued)
Company
Patents & Licences
£'000
Cost
At 31 December 2023 203
At 31 December 2024 203
Amortisation
At 1 January 2023 44
Charge for the year 21
At 31 December 2023 65
Charge for the year 20
At 31 December 2024 85
Net book value
At 31 December 2023 138
At 31 December 2024 118
In patents and licences items with a NBV of £70k had a remaining useful life
of 7 years. The remaining items in patents and licences with a NBV of £68k
had a useful life of 8 years.
13. Property, Plant and Equipment
Group Plant Office equipment Total
£'000 £'000 £'000
Cost
At 1 January 2023 5 750 755
Additions 30 8 38
Movement on retranslation - (26) (26)
At 31 December 2023 35 732 767
Additions 30 19 49
Movement on retranslation (2) 7 5
At 31 December 2024 63 758 821
Depreciation
At 1 January 2023 3 99 102
Charge for the year 3 243 246
Movement on retranslation - (6) (6)
At 31 December 2023 6 336 342
Charge for the year 4 235 239
Movement on retranslation - 6 6
At 31 December 2024 10 577 587
Net book value
At 31 December 2023 29 396 425
At 31 December 2024 53 181 234
13. Property Plant and Equipment (continued)
Company Office Equipment
£'000
Cost
At 31 December 2023 199
Additions 15
At 31 December 2024 214
Depreciation
At 31 December 2023 101
Charge for the year 64
At 31 December 2024 165
Net book value
At 31 December 2023 98
At 31 December 2024 49
14. Right of use assets
Group Right of use asset: Buildings
£'000
Cost
As at 1 January 2023 387
Addition related to the incremental payment 15
At 31 December 2023 402
Addition related to the incremental payment 12
At 31 December 2024 414
Depreciation
Charge for the year 82
At 31 December 2023 120
Charge for the year 87
At 31 December 2024 207
Net book value
At 31 December 2023 282
At 31 December 2024 207
14. Right of use assets (continued)
Company Right of use asset: Buildings
£'000
Cost
As at 1 January 2023 387
Addition related to the incremental payment 15
At 31 December 2023 402
Addition related to the incremental payment 12
At 31 December 2024 414
Depreciation
Charge for the year 82
At 31 December 2023 120
Charge for the year 87
At 31 December 2024 207
Net book value
At 31 December 2023 282
At 31 December 2024 207
15. Goodwill
Group Goodwill
£'000
Cost
At 31 December 2023 149
Impairment (149)
At 31 December 2024 -
Net book value
At 31 December 2023 149
At 31 December 2024 -
Abcodia Limited was purchased for an initial cash price of £1, the fair value
of the net assets acquired were £1. In addition, a deferred consideration of
up to £1m is payable to the vendors subject to the achievement of an EBIT of
£1m generated by the sale of ROCA tests in the UK during the 6-year period
following the date of acquisition in September 2022. This is payable in two
tranches; the first tranche of £350,000 is payable on the achievement of an
EBIT of £350,000, and the second tranche of £650,000 is payable on the
achievement of a further £650,000 of EBIT. Goodwill has historically been
calculated on the basis of only the first tranche of £350,000 being payable
to the vendors, discounted to a present value of £149,000 using a rate of
15.3%.
Due to the difficulty in estimating the potential revenues to be generated by
the ROCA tests in the UK, the goodwill associated with the acquisition of
Abcodia Limited has been impaired in its entirety.
16.
Inventory
Group
2024 2023
£'000 £'000
Inventory 126 84
Total 126 84
In 2024, a total of £1,138k (2023:
£917k) of inventories was included in profit and loss as an expense as part
of cost of sales.
17. Trade and other receivables
Group
2024 2023
£'000 £'000
Trade receivables 540 428
Other receivables 70 81
Prepayments 203 73
Total 813 582
Company
2024 2023
£'000 £'000
CURRENT
Trade receivables 160 33
Intercompany receivables 14,521 11,214
Provision for credit loss on Intercompany receivables (14,521) (11,194)
Other receivables 68 79
Prepayments 45 50
Total 273 182
The inter-company loans above have been provided for in full as per IFRS 9
recognition requirements for credit losses. Although the Board is confident
that all inter-company loans will be collectible in the future, taking into
account short term projections, the Board does not have sufficient evidence at
the year-end that this will definitely be the case and hence takes a cautious
approach in its accounting provisions.
General terms for settlement of debt with clients are 30 days from the date of
invoice for private entities and 60 days with public entities. The carrying
value of trade and other receivables classified at amortised cost approximates
fair value.
18. Cash and cash equivalents
Group
2024 2023
£'000 £'000
Total 1,110 2,484
Company
2024 2023
£'000 £'000
Total 669 2,171
Where cash at bank earns interest, interest accrues at floating rates based on
daily bank deposit rates.
The fair value of the cash & cash equivalent is as disclosed above. For
the purpose of the cash flow statement, cash and cash equivalents comprise of
the amounts shown above.
19. Financial assets
Group
2024 2023
£'000 £'000
Financial assets 55 42
Total 55 42
The Financial assets relate to Spanish
ring-fenced money for Tender bids and office rent.
20. Share capital
2024 2023
£'000 £'000
176,964,426 Ordinary shares of £0.01 (2023: 95,816,866) 1,770 958
Total 1,770 958
As at 1 January 2024 958
Issued during the year 812
At 31 December 2024 1,770
The Company issued 2,620,000 ordinary shares to the Directors during the year
under the same terms as the placing.
21. Reserves
The following describes the nature and
purpose of each reserve within equity:
Share capital Amount subscribed for share capital fully paid.
Retained earnings Retained earnings represents all other net gains and losses and transactions
with shareholders (example dividends) not recognised elsewhere.
Share premium Excess subscribed above nominal value of shares. Included within share premium
are share issue costs which relate to commissions and other directly
attributable costs.
Foreign currency translation reserve This represents the net effect of translation of the subsidiaries whose
functional currencies are EUR and USD into GBP the reporting currency.
Share based payment reserve This reserve compromises the fair value of options share rights recognised as
an expense. Upon exercise of options or performance share rights, any proceeds
received are credited to share capital and where appropriate share premium.
22. Share based payments
The Company has issued share options as an incentive to certain senior
management. All share options granted during the year were granted under
individual agreements and are subject to market and service vesting
conditions. The exercise price is 5 pence on 8,442,500 shares, 10 pence on
10,563,130, and 15.83 pence on 200,000.
Each share option converts into one ordinary share of GENinCode plc
on exercise and are accounted for as equity-settled share-based payments. The
equity instruments granted carry neither rights to dividends nor voting
rights.
No. options Weighted average exercise price (pence)
Balance as at 31 December 2023 7,207,500 16.61
Surrendered in 2024 (6,984,500) 16.61
Lapsed in 2024 (398,000) 10.00
Granted in 2024 8,642,500 5.00
Granted in 2024 10,738,130 10.00
Balance as at 31 December 2024 19,205,630 7.86
Exercisable at 31 December 2024 - -
22. Share based payments (continued)
No. options Weighted average exercise price (pence)
Balance as at 31 December 2022 8,248,000 18.47
Lapsed in 2023 (1,040,500) 15.83
Balance as at 31 December 2023 7,207,500 16.61
Exercisable at 31 December 2023 - -
The vesting conditions for all options is up to 24 months and there are no
market conditions which apply.
The value of share based payments
charged to administrative expenses was £397,456 (2023, £71,112).
Employers' national insurance relating to the share based options has been
accrued amounting to £50,742 (2023: £22,642).
The share-based payment charge was calculated and recognised over the vesting
period of the relevant options.
The fair value is estimated at the date of grant using the Black-Scholes
pricing model, taking into account the terms and conditions attached to the
grant. The following are the inputs to the model for the equity instruments
granted during the period:
Expected life 10 years
Expected Volatility 81%
Risk-free interest rate 3.85%
Share price at grant 9p to 15.83p
Fair value per award 6p to 7p
On 26 April 2024, the Company announced that it had approved and granted (on
14 April 2024) new options over an aggregate of 19,380,630 new ordinary shares
of 1 pence each in the Company to certain directors and employees of the
Company, representing 10.95 per cent. of the Company's existing share capital;
8,642,500 of the new options have an exercise price of 5 pence per share and
are exercisable on the second anniversary of the date of grant and 10,738,130
of the new options have an exercise price of 10 pence per share and are
exercisable on the second anniversary of the date of grant. Additionally, on 8
April 2024, 6,984,500 of the options previously granted were surrendered for
nil consideration. This has been accounted for as a modification, and the
difference between the fair value of the old options at the replacement date
and the fair value of the replacement options at the same date and has been
recognised in the statement of comprehensive income. The expense recognised in
relation to this was £43,000. The expense recognised in relation to the
non-replacement share options is £289,000.
23. Trade and other payables
Group
2024 2023
£'000 £'000
NON-CURRENT
Contingent consideration (note 24) - 178
Total - 178
CURRENT
Trade payables 612 1,194
Accruals 510 396
Other tax payable 157 183
Other payables 11 622
Total 1,290 2,395
23. Trade and other payables (cont)
Company
2024 2023
£'000 £'000
NON-CURRENT
Contingent consideration (note 24) - 178
Total - 178
CURRENT
Trade payables 141 196
Accruals 350 252
Tax payable 29 30
Other payables 10 622
Total 530 1,100
General terms for settlement of debt are 60 days in general, after the invoice
has been remitted from supplier.
The carrying value of trade and other payables classified at amortised cost
approximates fair value.
24. Contingent consideration
Group
2024 2023
£'000 £'000
NON-CURRENT
Contingent consideration - 178
Total - 178
Company
2024 2023
£'000 £'000
NON-CURRENT
Contingent consideration - 178
Total - 178
The contingent consideration relates to the acquisition of Abcodia Limited
which has a deferred consideration of up to £1m, payable to the vendors
subject to the achievement of an EBIT of £1m generated by the sale of ROCA
tests in the UK during the 6-year period following the date of acquisition.
This is payable in two tranches; the first tranche of £350,000 is payable on
the achievement of an EBIT of £350,000, and the second tranche of £650,000
is payable on the achievement of a further £650,000 of EBIT. Contingent
consideration has been calculated on the basis of only the first tranche of
£350,000 being payable to the vendors, discounted to a present value of
£178,000 using a rate of 15.3%.
During the year an expense of £27,284 (2023: £23,664) was recognised on
unwinding the contingent consideration at a rate of 15.3%.
As part of the year end assessment, the contingent liability in the group has
been reversed on the same basis as the impairment of goodwill. Since future
revenue cannot be reliably estimated, the liability is no longer considered
probable.
25. Lease liability
Maturity analysis- contractual
undiscounted cash flows:
Group
2024 2023
£'000 £'000
Less than one year (undiscounted) 100 96
One to five years (undiscounted) 153 240
More than 5 years (undiscounted) - -
25. Lease liability (Cont.)
Lease liability included in the financial statements:
Group
2024 2023
£'000 £'000
NON-CURRENT
Lease liability 147 221
Total 147 221
CURRENT
Lease liability 87 78
Total 87 78
Maturity analysis- contractual
undiscounted cash flows:
Company
2024 2023
£'000 £'000
Less than one year (undiscounted) 100 96
One to five years (undiscounted) 153 240
More than 5 years (undiscounted) - -
Lease liability included in the
financial statements:
Company
2024 2023
£'000 £'000
NON-CURRENT
Lease liability 147 221
Total 147 221
CURRENT
Lease liability 87 78
Total 87 78
Lease liability reconciliation:
2024
£'000
Total balance brought forward 299
Payments (98)
Addition related to the incremental payment 12
Interest 21
Total balance carried forward 234
An interest expense of £20,358 with regards to the lease liability has been
included in the accounts (2023: £24,080). A discount rate of 7.5% is used in
the calculation of the liability and right of use asset. The lease term is 5
years ending in August 2027.
26. Provisions and contingencies
Group
2024 2023
£'000 £'000
Deferred tax 12 25
Total 12 25
Company
2024 2023
£'000 £'000
Deferred tax 12 25
Total 12 25
Deferred tax relates to accelerated
capital allowances.
27. Capital commitments
There is no capital expenditure contracted at this year-end reporting.
28. Related Party Transactions
During the year the Group and Company entered into the following transactions
with related parties:
2024 2023
Related party Transaction £'000 £'000
Felix Frueh Fees, £2,500 was outstanding (2023, £5,000) 30 30
William Rhodes Chairman's fees, £3,929 outstanding (2023, £3,765) 46 45
Compensation of key management personnel of the Group
Key management are those persons having authority and responsibility for
planning, controlling and directing the activities of the Company. In the
opinion of the Board, the Company's key management are the Directors of
GENinCode plc.
Amounts included in the Financial Statements, in aggregate, by category of
related party are as follows:
Group Group
31 December 2024 31 December 2023
Directors £'000 £'000
Directors' remuneration (short term benefits) 603 659
Directors' remuneration (pension cost) 11 13
Directors' remuneration (employers NI) 56 58
Share based payments 170 28
Total 840 758
29. Events after the reporting date
The Company has reviewed and evaluated all events and material transactions
that have occurred after 31 December 2024 to the date of signing of the
financial statements and conclude that there are no material subsequent events
which justify adjustment or disclosure, other than disclosed below.
On 3 March 2025 the Company issued 109,917,616 shares at a price of 3.7 pence
per share as a result of a fund raising of £4.1m in capital for the Group. A
total of 4,662,162 shares were issued to the Directors of the Group under the
same terms.
On 26 March 2025, the Company announced that it had approved and granted (on
21 March 2025) new options over an aggregate of 14,028,305 new ordinary shares
of 1 pence each in the Company to certain directors and employees of the
Company, representing 4.89 per cent. of the Company's existing share capital;
the new options have an exercise price of 3.7 pence per share and are
exercisable on the second anniversary of the date of grant. Following the
grant of the new options and the options surrender, there are options over a
total of 32,915,560 ordinary shares in the Company.
There are no significant adjusting
events after the reporting date.
30. Ultimate controlling party
The Group does not have an ultimate
controlling party.
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