REG - GenIP PLC - Audited Final Results FY25 and Notice of AGM
27/05/2026 07:00
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RNS Number : 7807F GenIP PLC 27 May 2026
27 May 2026
GenIP Plc
("GenIP" or the "Company")
Audited Final Results FY25, Notice of AGM and FY26 Operational Update
A year of strong commercial progress and strategic positioning for scale
GenIP Plc (AIM: GNIP), a provider of AI-driven services to help research
organisations and corporations commercialise their innovations, announces its
audited results for the year ended 31 December 2025 (FY25) together with an
operational update on the early part of FY26 and Notice of AGM.
These results are the first full year of operations since joining AIM in
October 2024. The year saw the Company transition from an early-stage
development to a business with a clear market traction, a rapidly expanding
client base, and a strengthened product range aligned to global demand for AI
driven innovation evaluation.
Melissa Cruz, CEO of GenIP, comments:
"GenIP dedicated FY25 to building the foundations for sustainable long-term
growth. During the period, the Company delivered $520k in revenue, secured its
largest contract to date, and saw early adoption of new AI-enabled products
capable of delivering gross margins of up to ~60%. Our client base expanded
across 25 countries, supported by strengthened partnerships and repeat
engagements from leading institutions.
Following a review of performance during the period, Vortechs was rebranded as
GenIP Talent Search and repositioned within the recently launched IP
Commercialisation Services division. This new division offers a broad range of
innovation support services beyond the Invention Intelligence Suite, which
accounted for almost all of GenIP's revenue in FY25.
By continuing to invest in our AI-powered product range, sales and marketing
capabilities, strategic partnerships, and internal systems, GenIP is well
positioned to capture the growing global demand for technology
commercialisation products and services."
Operational Highlights:
● Active client base increased by over 225% year-on-year, with retention
of c.90%, supported by new academic, government and corporate clients across
25 countries.
● International expansion of the Invention Evaluator products
accelerated, with first contracts in Saudi Arabia, Singapore, Brazil, Chile,
the UK and Australia, including a $350,000 programme in Saudi Arabia, the
Company's largest contract to date.
● Three new AI-enhanced Invention Intelligence products were
launched (Competitive Intelligence, Invention Prioritizer, and Invention
Validator Reports), each securing early adoption by leading institutions,
including Brazil's National Nuclear Energy Commission and a major Saudi
research organisation.
● Continued expansion of the Company's proprietary
innovation-intelligence dataset, providing a large and rapidly growing
foundation for our AI-powered, human-led commercialisation workflows.
● Repeat Orders from leading US and UK universities, and appointment
as official technology-transfer provider to Chile's GreenTech Innovation
Platform (providing access to over 400 potential clients), and a new
technology-park alliance in Brazil.
● Strengthened market presence, including headlining at Knowledge
Exchange UK 2025 and launching the GenIP Innovation Exchange webinar series
with participants across four continents.
Financial Highlights:
FY2025 FP2024 Change
Revenue $520,389 $123,015 +323%
Gross Profit $164,742 $15,158 +986%
Gross Profit Margin 32% 12% +20pp
Adjusted EBITDA ($1,041,282) ($475,434) Reflects full year investment in growth
Loss before Tax ($1,125,047) ($886,829)
Cash $660,986 $972,364
Net Assets $579,157 $1,272,122
Adjusted EBITDA - EBITDA before share based payments
● £300,000 ($402,000) share placing completed to fund platform
automation and commercial expansion in Asia and Latin America.
● 75% of FY25 revenue delivered in H2, reflecting structural
academic seasonality.
Post-Period Highlights:
● Expanded deployment of GenIP's AI-enabled analytics, with
Invention Prioritizer now used by multiple clients including Brazil's National
Nuclear Energy Commission
● Invention Validator commenced its first engagement in South Africa
with an expected ~60% gross margin.
● Secured new contracts including a Peruvian university and a Spanish
healthcare innovation organisation providing access to 122 research groups.
● Strengthened commercial momentum through the appointment of senior
commercial leads focused on Corporate and Enterprise sales.
● Reciprocal sales alliance signed with Cardinal IP, a leading US
provider of patent search, AI patent drafting, and IP consulting, serving
Fortune 500 companies, government agencies and major US law firms.
● £350,000 ($470,000) share placing completed to support additional
staffing, accelerated R&D, platform development, and general working
capital.
● New website launched, showcasing the full product suite and
structured news archive.
Operational Update and Outlook for FY26:
With a broader product suite, deeper international reach, and a growing
pipeline across Academia, Government and Corporate clients, GenIP has entered
FY26 with a clear path to scale.
Trading in early FY26 is consistent with the previous year as academic clients
typically contract in the second half of the year due to structural budgeting
cycles. Renewal discussions with several larger clients remain encouraging,
and engagement levels across both existing and prospective customers continue
to strengthen.
To broaden revenue visibility, the Company is expanding its Corporate and
Enterprise activity by appointing a dedicated commercial lead for Global
Enterprise and Corporate sales, and we are seeking to appoint a lead for Asia
shortly.
The proceeds of recent fundraises are being deployed to expand
account-management capability to support an enlarging partner network;
accelerate automation to enhance margins; advance R&D and platform
development; support targeted commercial expansion in Latin America and Asia
and strengthen working-capital.
The launch of the Prioritizer and Validator tools in FY25 marks a strategic
evolution of GenIP's innovation-evaluation capabilities, with the potential to
generate additional income streams and higher margin recurring work. The
Talent Search business has also been repositioned to address a broader range
of roles and leverage the enlarged Invention Intelligence client base.
AGM and further information
The 2025 audited accounts and Notice of AGM are being posted today and will be
available shortly on the Company's website. The AGM will be held on Wednesday
24 June 2026 at 2pm at the Company's registered office, 12 New Fetter Lane,
London EC4A 1JP.
For further information regarding GenIP, please visit www.genip.ai
(http://www.genip.ai) , or contact:
GenIP Plc Via Redchurch Communications
Melissa Cruz, CEO
Beaumont Cornish Limited (Nominated Adviser) Tel: +44 (0) 20 7628 3396
Roland Cornish / Asia Szusciak / Andrew Price
AlbR Capital Limited (Joint Broker) Tel: +44 (0)20 7399 9427
Colin Rowbury cr@albrcapital.com (mailto:cr@albrcapital.com)
Jon Belliss Jb@albrcapital.com (mailto:Jb@albrcapital.com)
CMC Markets (Joint Broker) Tel: +44 (0)20 3003 8632
Douglas Crippen
Redchurch Communications (Financial PR) genip@weareredchurch.com (mailto:genip@weareredchurch.com)
John Casey
The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No
596/2014 which is part of UK law by virtue of the European Union (Withdrawal)
Act 2018.
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.
Notes to Editors
About GenIP
GenIP is an AI-enabled innovation intelligence company that supports academia,
corporates, venture funds and research organisations to evaluate, prioritise
and commercialise new technologies. The Company combines proprietary
generative-AI models with specialist human analysis to provide decision grade
innovation intelligence and IP commercialisation solutions that improve the
efficiency and effectiveness of innovation and R&D activities.
Service Offerings
GenIP operates through two synergistic service lines:
Service Description Value Proposition
Invention Intelligence Product Suite AI-powered market intelligence reports assessing the commercial potential of Enables faster, evidence-based decisions on R&D prioritisation,
emerging technologies investment, and IP strategy
IP Commercialization Services End-to-end engagement to help research organisations commercialise innovations Provides cost-effective, broad support to achieve our clients' strategic
objectives
Together, these services create a unified GenAI-driven offering that enables
organisations to evaluate opportunities, set priorities and progress
high-value innovations with greater speed and confidence.
Vision & Strategy
GenIP's ambition is to become the global leader in generative AI analytics for
innovation commercialisation. Our strategy focuses on three core levers:
● Organic Expansion
Grow adoption of Invention Intelligence and IP Commercialisation services
across corporates, VC's and research institutions through targeted commercial
outreach and digital channels.
● Service Deepening
Enhance automation, insight and margin by embedding advanced GenAI
capabilities across the product range, enabling new use cases and higher value
engagements.
● Strategic Acquisitions
Acquire complementary GenAI-enabled services with established customer bases
to expand our capabilities and accelerate scale.
Forward looking statements
Certain statements contained in this announcement constitute forward-looking
statements. When used in this announcement, the words "may", "would", "could",
"will", "intend", "plan", "anticipate", "believe", "seek", "propose",
"estimate", "expect", and similar expressions, as they relate to the Company,
are intended to identify forward-looking statements. These statements include,
but are not limited to, statements regarding intentions, beliefs or current
expectations concerning, among other things, the Company's results of
operations, financial position, liquidity, prospects, growth, strategies and
expectations of the industry in which the Company operates.
Such statements reflect the Company's current views with respect to future
events and are subject to certain risks, uncertainties and assumptions. Many
factors could cause the Company's actual results, performance or achievements
to materially differ from those described in this announcement Should one or
more of these risks or uncertainties materialise, or should assumptions
underlying forward-looking statements prove incorrect, actual results may
differ materially from those described in this announcement as "intended",
"planned", "anticipated", "believed", "proposed", "estimated" or "expected".
For the avoidance of doubt, the contents of the Company's website and any
hyperlinks accessible from the Company's website are not incorporated by
reference into, and do not form part of, this announcement and investors
should not rely on them.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the strategic report for the year ended 31 December
2025.
Chairman's Statement
2025 was GenIP's first full year as a listed company, and the Board is pleased
with the progress the business has made. The Company set out to demonstrate
that its model, combining generative AI with expert human analysis to help
research organisations and corporations commercialise their innovations, have
genuine and scalable international demand. The evidence gathered during the
year supports that view.
A growing and geographically diversified client base, strong retention, and
revenues more than four times those of the prior period provide an encouraging
foundation. The detailed operational and financial commentary that follows
from the Chief Executive Officer and Chief Financial Officer sets out the
substance of that performance.
The share price did not fully reflect that progress during the year, and the
Board is mindful of its obligations to all shareholders. We believe the
underlying commercial momentum, as it converts more consistently into reported
revenue, will increasingly be reflected in the market's assessment of the
Company.
MARKET CONTEXT
The global research and development ecosystem represents a large and, until
recently, underserved market for analytical and commercialisation services.
Technology transfer professionals charged with bridging the gap between
discovery and commercial application have historically lacked the tools to
evaluate and prioritise large innovation portfolios with the speed and rigour
that modern commercialisation demands. Generative AI is changing that, and
GenIP is operating at precisely this intersection.
The Board was constituted with this opportunity in mind. My own background in
science and innovation policy, and Professor David Gann's standing as a
recognised authority on innovation and research commercialisation, are
directly relevant to the market GenIP serves. We bring networks and
perspective that we believe support the Company's credibility and reach within
the institutions it works with. The demand GenIP is encountering across the
Middle East, Southeast Asia, Latin America, and beyond confirms that the need
for better innovation commercialisation tools is a global one, and the Board
believes the Company is well placed to benefit from that structural
opportunity.
GOVERNANCE AND STEWARDSHIP
The Board's focus during 2025 has been on strategic oversight, financial
discipline, and supporting management through the transition to a fully
independent listed company. The completion of GenIP's separation from the
Tekcapital Group, the December 2025 fundraise, and the build-out of the
Company's operational infrastructure have each required active Board
engagement. We are satisfied that the controls framework, capital allocation,
and risk management processes are appropriate for a business at this stage of
development. The principal risks facing the Company are described in the body
of this report.
PEOPLE
I am grateful to our Chief Executive Officer, Chief Financial Officer, and the
wider management team for their commitment and capability throughout the year.
Building a business of this nature, across multiple geographies and with a
rapidly evolving product suite, is demanding work, and it has been executed
with energy and focus. On behalf of the Board, I also thank our shareholders
for their continued support, and I look forward to updating you on progress in
the year ahead.
Lord D L Willetts
Independent Non-Executive Chairman
22 May 2026
CEO STATEMENT - YEAR ENDED 31 DECEMBER 2025
At the beginning of 2025, the company set out to expand its international
footprint, convert its growing sales pipeline into revenue, and broaden its
product offering through AI-enhanced services. The results for the year
reflect progress across each of these areas.
Revenue grew to $520,389 compared with $123,015 in the prior period, an
increase of 323%. Gross profit increased from $15,158 to $164,742, with gross
margin expanding from 12.3% to 31.7%, reflecting both higher delivery volumes
and early gains in workflow efficiency. The operating loss widened to
$1,260,660 (2024: $888,545), with administrative expenses increasing from
$490,592 to $1,206,024 as we invested in commercial headcount, event
participation, and product development. Loss before taxation was $1,251,047
(2024: $886,829), with basic loss per share of $0.070 (2024: $0.051). The
improvement in gross margin provides early evidence of the underlying
economics as the business scales.
The commercial story of 2025 was one of diversification, by geography, by
client type, and by product. We entered new markets in Saudi Arabia,
Singapore, Brazil, Chile, and the UK, and secured our first Australian client,
bringing our active footprint to 25 countries. Active clients grew by over
225% year on year, with retention remaining high at approximately 90%. A
$350,000 programme with a Saudi Arabian research organisation validated our
ability to deliver at programme scale and combined with regional business
development activity, has contributed to a growing pipeline of inbound
interest from institutions across the Middle East.
Product development was client-led throughout the year. The Competitive
Intelligence Report extended GenIP's reach into the corporate sector, a
partner at a Big Four accountancy firm was among its first clients. The
Invention Validator, launched in the second half, combines AI-powered
evaluation with structured end-user research to assess adoption and pricing
with its inaugural project at a South African research university. The
Invention Prioritizer continued to gain traction as a portfolio-level product,
applied to several hundred technologies for the Saudi client and adopted by
Brazil's National Nuclear Energy Commission. Separately, GenIP also continued
to receive repeat orders from returning clients at leading US and UK
universities reinforcing the recurrent nature of demand across the company's
core evaluation services. In December 2025, the company completed a £300,000
fundraise to accelerate platform automation and commercial conversion in Asia
and Latin America.
Revenue recognition was weighted toward the second half of the year, as
several larger engagements took longer to move into active delivery than
originally planned, a function of mobilisation timelines with institutional
clients that we are managing more actively going forward. GenIP enters 2026
with more clients, more products, a broader geographic footprint, and a
clearer commercial model than it had twelve months ago.
BUSINESS HIGHLIGHTS
Commercial
· Secured a $350,000 contract with a Saudi Arabian research
organisation covering AI-enhanced Invention Evaluator assessments and
commercialisation consulting services.
· Signed a $65,000 contract with a Singapore-based research institute
as part of its technology transfer sponsorship programme.
· Won GenIP's first Brazilian contract, with a government research
funding agency supporting a national bio-energy initiative.
· Expanded into Chile through an engagement with a leading research
institution for 30 analytical assessments.
· Secured first UK academic clients following participation in
Knowledge Exchange UK and related industry events.
· Two major US research universities continued to place repeat orders,
alongside clients in Singapore and the UK, highlighting strong retention
levels.
· Completed a £300,000 placing in December 2025 to fund platform
automation and commercial expansion in Asia and Latin America.
Products
During the year we launched three new Invention Intelligence products in
response to customer demand:
1) Competitive Intelligence Report
Using AI to map and compare key players in a specific technology, evaluating
competitive and technology levels, highlighting partnership or acquisition
opportunities with a partner of a Big Four accountancy firm among its
first clients.
2) Invention Validator
Combining AI-powered evaluation with end-user research to test adoption
readiness, securing the inaugural project at a South African research
university.
3) Invention Prioritizer
AI-driven ranking of large technology portfolios across technical merit,
market potential, IP strength, and commercial readiness. Enables
evidence-based resource allocation by prioritising high-impact inventions and
de-risking weaker IP. Already deployed for a Saudi client assessing several
hundred technologies and for Brazil's National Nuclear Energy Commission.
Partnerships
· Appointed official technology transfer services provider to the
GreenTech Innovation Platform in Chile, in partnership with Universidad
Autónoma de Chile, gaining access to over 400 potential clients.
· Established GenIP's first technology park alliance with Pelotas
Science Park in Brazil, extending reach into the startup and corporate
innovation ecosystem.
Market Engagement
· Headlined Knowledge Exchange UK 2025, with Chairman Lord Willetts
delivering the conference closing keynote.
· Attended a series of regional industry events across Canada,
South Africa, the United States, and Brazil, strengthening relationships with
existing clients and engaging prospective clients in new markets.
· Launched the GenIP Innovation Exchange webinar series, a monthly
programme featuring leading institutions including KAUST, the PR Science
Trust, and Brazil's National Nuclear Energy Commission, attracting
participants across four continents.
Stakeholder engagement
GenIP Plc recognizes that sustained success is built on strong and meaningful
relationships with our key stakeholders. We proactively engage with customers,
suppliers, employees, investors, and shareholders to foster collaboration,
enhance transparency, and drive mutual value creation.
OUTLOOK
The priorities for 2026 follow from what 2025 demonstrated. Program-level
engagements, where GenIP is embedded into a client's ongoing workflow rather
than engaged for a single project, generate better economics, stronger
retention, and the data volume that improves our analytical models over time.
Growing the share of clients using more than one GenIP product is both a
commercial and a margin objective, and early signs are encouraging.
As the higher-value products, Competitive Intelligence, Invention Prioritizer,
and Invention Validator, grow as a proportion of revenue, we expect gross
margin to improve as higher-value products represent a greater proportion
of revenue, supported by continued automation. The 32% margin achieved in
2025 is an early indicator of that progression. The company is also exploring
platform-led delivery as a longer-term evolution of the business model.
On the corporate side, growing the corporate share of the client base to 45%
remains a medium-term objective, pursued through partnerships, direct
engagement, and the networks that existing client relationships generate.
Operationally, the focus is on shortening the gap between order and revenue
recognition, investing into delivery infrastructure, and continuing to build
international presence in LATAM, Asia, and the Middle East.
GenIP will provide updates on material developments as they arise throughout
the year.
Ms M Cruz
Chief Executive Officer
22 May 2026
SECTION 172(1) STATEMENT
The Board of Directors of GenIP Plc (see Board of Directors page for details
on individual Directors) is committed to making decisions that promote the
long-term success of the company. In doing so, it ensures the highest
standards of corporate governance and ethical conduct. The Board acknowledges
that sustainable growth is achieved by understanding and respecting the
interests of investors, customers, employees, suppliers, stakeholders, and the
broader environment in which the company operates.
Each Director undertakes their duties with diligence, ensuring their actions
align with the company's purpose and long-term objectives. In accordance with
Section 172(1) of the Companies Act 2006, the Board has due regard for the
following key considerations:
a) Long-Term Consequences of Decisions
GenIP Plc's strategic vision is centred on generating sustainable value
through innovation. By facilitating research institutions, universities, and
enterprises in assessing groundbreaking discoveries, the company advances
commercial success in emerging markets.
The Board maintains a forward-looking approach, considering the broader
implications of its decisions, ensuring resilience and adaptability in a
dynamic global landscape. Investment decisions integrate these considerations,
safeguarding the company's long-term sustainability.
b) Interests of Employees
GenIP Plc is dedicated to fostering an inclusive workplace culture where
employees feel valued and engaged. The Board prioritises health, safety, and
wellbeing in its decision-making, reinforcing measures that enhance working
conditions and support professional development.
Employee feedback is actively encouraged, informing the evolution of business
processes and workplace policies. Wellbeing initiatives are continuously
refined based on workforce input, ensuring the company nurtures talent while
driving collective success.
c) Business Relationships with Suppliers, Customers, and Stakeholders
The Board recognizes the importance of maintaining strong relationships with
customers, suppliers, and other stakeholders. GenIP Plc is committed to
improving the world through university discoveries, investing in innovations
that enhance societal wellbeing and technological advancement.
Delivering high-quality, reliable services to customers remains a priority,
alongside ensuring collaborative and ethical engagement with suppliers to
sustain operational excellence.
d) Impact on the Community and the Environment
The Board carefully considers the environmental and social impact of the
company's operations. As part of responsible corporate governance, GenIP Plc
integrates sustainability considerations into investment screening processes.
Environmental responsibility is embedded in decision-making, ensuring business
activities align with broader societal needs.
e) Reputation for High Standards of Business Conduct
GenIP Plc upholds the highest standards of corporate integrity, ensuring
ethical considerations guide Board decision-making and business activities.
Culture, values, and governance are key drivers in how the company creates
long-term value and maintains its reputation.
The Board enforces rigorous ethical principles that apply to Directors,
employees, and associated stakeholders, ensuring accountability and compliance
with regulatory expectations.
f) Fair and Equitable Treatment of Shareholders
GenIP Plc maintains a single class of ordinary shares, providing equal voting
rights, distributions, and liquidation entitlements. The Board ensures
equitable treatment of all shareholders, recognising the alignment between
management and investor interests.
Management are also shareholders in the company, holding approximately 4.8% of
the register. On this basis the Board feels that the Management and Directors
are fully aligned with shareholders. The Board remains confident that
continued investment in GenIP Plc is essential to fostering long-term growth
and expansion in 2026 and beyond.
CFO'S STATEMENT AND FINANCIAL REVIEW
FINANCIAL OVERVIEW
GenIP Plc presents its financial results for the year ended 31 December 2025.
The financial year 2025 represents GenIP's first full financial year following
the incorporation of the business in February 2024, acquisition of the
business and assets of Invention Evaluator and Vortechs in June 2024 and the
company's IPO in October 2024. During the year, the company focused on
embedding the GenIP brand, strengthening its commercial footprint, and
establishing the operational platform required for scalable and profitable
growth.
Revenues increased materially year-on-year as the company secured and
delivered a growing volume of orders across new territories, supported by the
introduction of higher-margin products. As expected for a business in an early
scale-up phase, operating losses widened as investment continued across
product development, commercial capability and market activation, with modest
dilution to EPS and a reduction in year-end cash reflecting this planned
investment cycle.
2025 also provided important insights into the relative effectiveness of
digital marketing versus event-led activity, informing more disciplined and
data-driven approach to market development. These actions have created a
stronger foundation from which to convert a growing pipeline and drive
improved financial performance in the years ahead.
The financial statements are presented in US Dollars which is the company's
presentational and functional currency.
FINANCIAL HIGHLIGHTS - YEAR ENDED 31 DECEMBER 2025
US$
Revenue 520,389
Cost of Sales (355,647)
Operating Loss (1,260,660)
Loss Before Taxation (1,251,047)
Net Assets 579,157
Cash and Cash Equivalents 660,986
Revenue
Revenue in the year was $520k (2024: $123k), generating a gross profit of
$165k (2024: $15k) and achieving a gross profit margin of 32% (2024:12%).
Invention Intelligence services turnover was $512k (2024: $99k) and IP
Commercialisation services turnover was $8k (2024: $24k).
Invention Intelligence services turnover includes $105k of sales of new
Invention Prioritizer products created and launched in the year in response to
customer demand.
Sales and revenues grew across all regions and territories with Asia showing
the greatest growth and potential.
Administrative Expenses
Administrative expenses were $1,206k (2024: $491k), made up of $333k (2024:
$120k) of Director and staffing costs (of which $256k (2024: $89k) related to
the Directors remuneration), $42k of exchange gains (2024: $59k loss),
$125k (2024: $65k) of audit fees, $96k (2024: $54k) of amortisation of
intangible fixed assets and $124k (2024: 359k) of share-based payment
expenses. Marketing and advertising costs, including attendance at industry
events amounted to $177k (2024: $52k).
KEY PERFORMANCE INDICATORS
Operating Loss
Operating loss was $1,261k (2024: $889k), after the $1,206k administrative
expenses and $356k (2024: $108k) cost of sales.
Loss before Taxation
While the loss before taxation of $1,251k (2024: $887k) reflects early-stage
investment, it aligns with our scaling strategy to strengthen our offerings
and market position.
Intangible Assets
Intangible assets are made up of the technology assets transferred upon
acquisition in June 2024 - Invention Evaluator platform (NBV of $126k) and
Vortechs (NBV of $27k) and development costs of $120k incurred on Invention
Evaluator after the transfer. In 2025 Tekcapital PLC agreed to reimburse the
company $100k of the $120k IT development costs incurred. The company
continues to benefit from the expenditure which remains capitalised as
an Intangible Asset.
Cash flows
Cash and cash equivalents at 31 December 2025 was $661k (2024: $972k). Cash
absorbed by operations in the year was $720k (2024: $557k).
Debt financing and liquidity
The company has no debt.
During the year, the company settled a Convertible Loan Note of $134k with
Tekcapital Europe by way of offset against receivables due from Tekcapital
LLC.
In December 2025, the company raised £300k ($402k) by way of an issue and
placement of shares on AIM. Costs associated with the fundraising were $20k,
leaving net proceeds of $382k to ensure liquidity to support growth
initiatives and strategic investments.
Share-Based Payments
Share based payments to incentivise and retain key personnel, together with
options and warrants granted have been valued using the Black-Scholes model
with the fair value of the payments and options being expensed over the
vesting period. The assumptions inherent in the use of this model are set out
in detail in the financial statements and include the following:
Total share-based payment expense: $124k recognized in the year ended 31
December 2025 (2024: $359k). Phased vesting over a three-year period,
aligning incentives with long-term growth.
Fair value assessed using the Black-Scholes model, factoring in:
· Share price at grant
· Exercise price
· Volatility (66%)
· Risk-free interest rate (4.25%)
This ensures cost efficiency while rewarding performance, enhancing alignment
between management and shareholders.
Performance against KPI's
GenIP Plc tracks several financial and operational metrics, including:
· Revenue Growth: Expanding client acquisition
· Gross Margin: Improving cost efficiency
· Cash Flow Management: Maintaining liquidity
· Client Engagement: Strengthening relationships across sectors
The Key Performance Indicators (KPI's) listed below represent those that are
typically applied to technology service companies and serve as a starting
point for evaluating the company's performance and guide decision making,
to ensure long-term sustainability.
KPI Description 2025 2024
Total Income Total income including revenue from Invention Intelligence and IP $520,389 $123,015
Commercialisation services
Gross Profit Margin Percentage of revenue remaining after deducting cost of sales 31.7% 12.3%
Operating Cash Flow Net cash generated (absorbed) from business operations before financing ($720,312) ($556,642)
activities
CONCLUSION
GenIP Plc enters 2026 with a clearer commercial focus, a more robust operating
platform and an expanding pipeline of opportunities across both existing and
new territories. The investments made during 2025 in brand, product,
capability and market development were deliberate and necessary steps to
position the company for sustainable growth and improved financial
performance.
While the company remains mindful of the broader operating environment and the
disciplined allocation of capital, the foundations established over the past
year provide increased confidence in our ability to scale revenues, enhance
margins and strengthen cash generation over time.
Management remains committed to executing against our strategic priorities and
to maintaining transparent engagement with shareholders as we progress through
the next phase of the company's development.
Mr K Fitzpatrick
Chief Financial Officer
22 May 2026
PRINCIPAL RISKS AND UNCERTAINTIES
The Board recognises that operating in the rapidly evolving AI-driven
technology sector presents a range of financial and non-financial risks. The
company maintains a proactive risk management framework to identify, assess,
and mitigate these risks effectively. The specific financial risks are
discussed in the notes to the financial statements. Other risks and mitigating
actions include the following:
1) Operational Risk
The principal operational risk of the business is management's ability to grow
the business and achieve our goals with a small team. Management's strategy of
early detection and remediation includes continuous monitoring of sales
performance and expenses, intellectual property position and strategic
direction, as well as ongoing recruitment as the need arises, amongst others.
2) Finance and Liquidity Risk
The company requires adequate financial resources to fund ongoing operations,
research and development, and strategic growth initiatives. Adverse movements
in interest rates, foreign exchange volatility, and liquidity constraints
could impact profitability and financial stability. The Directors monitor
rolling forecasts of the company's liquidity requirements to ensure it has
sufficient cash to meet operational needs. During the year, the company
obtained sufficient capital through the placing and subscription for shares
and admission to trading on AIM. All amounts shown in the statement of
financial position under current assets and current liabilities mature for
payment within one year.
The company has no borrowings. During the financial year the Convertible Loan
Note with Tekcapital Europe Limited was terminated and repaid by offset
against receivables from Tekcapital LLC with an effective date of 31 December
2024, thus mitigating any interest rate risk.
Foreign exchange risk arises when the company enters into transactions in a
currency other than their functional currency. The company's policy is, where
possible, to settle liabilities denominated in a currency other than its
functional currency with cash already denominated in that currency.
3) Dependence on Phosphorix Limited
Phosphorix Limited, a company incorporated in the United Kingdom, is a key
software provider to GenIP Plc. The company is substantially dependent on the
continued services and performance of Phosphorix for the integration and
maintenance of GenAI into the Invention Evaluator software and the management
and provision of Invention Evaluator reports. The company has mitigated this
risk through a three-year agreement with Phosphorix Limited for the provision
of these services, entered into in September 2024 and in force throughout the
year. Additionally, Phosphorix has granted the company an indefinite,
worldwide, non-exclusive, perpetual and irrevocable licence to use, adapt,
develop modify and maintain the GenIP Software including all Intellectual
Property Rights for any commercial or non-commercial purpose, together with
the right to sublicence these rights to any third party.
4) Market Competition
The AI industry is highly competitive, with established players and new
entrants continually innovating. The company faces the risk of losing market
share or failing to differentiate its offerings effectively. Continuous
investment in cutting-edge AI research and product innovation ensures
technological leadership. Strategic partnerships, customer engagement, and an
adaptive business model help the company remain competitive and responsive to
market needs.
5) Technology and IT Infrastructure
Dependence on complex IT infrastructure and evolving AI models poses risks
such as system failures, cybersecurity threats, and obsolescence. The company
prioritises robust cybersecurity measures, regular system audits, and
strategic investment in scalable infrastructure to support long-term
technological resilience.
6) Geopolitical and Macroeconomic Risks
Geopolitical and macroeconomic events such as the recent US tariff increases,
the ongoing Russia/Ukraine conflict and the conflicts in the Middle East may,
over time, contribute to inflation of energy and other costs and other supply
chain disruption for a number of clients, which may have a knock on impact on
affordability of 3rd party services such as GenIP's services. Additionally,
due to the conflict and the uncertainty it has introduced to the capital
markets, whilst large cap stocks have progressed well, small cap stocks
worldwide are still feeling the pinch.
We are grateful for the patience and support of our shareholders. We are also
sincerely appreciative of our dedicated, creative and incredibly hardworking
team, without whom, these reported results would not be possible.
The strategic report has been approved by the Board and signed on its behalf
by:
Ms M Cruz
Chief Executive Officer
22 May 2026
INVENTION INTELLIGENCE PRODUCT SUITE
GenIP offers a range of Invention Intelligence Products to assess and
commercialise new technologies. Built on proprietary generative AI algorithms
combined with expert human technical review, the product range is evolving
from a single flagship report into a tiered platform that supports clients
across the full technology commercialisation journey, from initial evaluation
to monetisation strategy. At the core sits Invention Evaluator, GenIP's
established entry-point product, which delivers bespoke market-potential
reports on individual technologies.
Around this core, GenIP has introduced a set of higher-value, higher-margin
products:
· Invention Prioritizer (Nov 2025) ranks entire technology
portfolios against criteria such as technical merit, market potential and IP
strength - essential for clients managing large innovation portfolios and
pipelines.
· Invention Validator (Oct 2025) provides structured end-user
feedback and adoption-readiness analysis supporting go/no-go decisions on
emerging technologies.
· Invention Boost supports technology commercialisation and
industry engagement by connecting validated technologies with potential
corporate partners, licensees, collaborators, and commercial opportunities.
Together, the Invention Intelligence Product Suite will form a unified,
GenAI-enabled platform for innovation triage and execution. It is the engine
that will transform GenIP from a project-based consultancy to a scalable,
platform-led business model, driving recurring, SaaS-style revenues, deeper
client relationships and a growing data advantage.
IP COMMERCIALISATION SERVICES
In addition to the Invention Intelligence Product Suite is a dedicated layer
of IP Commercialisation Services, designed to translate validated insights
into realised revenue.
IP Commercialisation Services provide end-to-end support to help research
organisations commercialise innovations, from finding the right talent and
partners to building their technology transfer capabilities:
· Talent Search is the executive and technical recruitment arm of
the GenIP platform, providing specialist hiring services for universities,
start-ups, corporates and innovation organisations across the global
commercialisation ecosystem.
· Venture & Partner Intelligence service helps corporates,
investors and research organisations identify and shortlist relevant
technologies globally, providing structured technical summaries and
independent IP context.
· GenIP's Virtual TTO provides a fully outsourced technology
transfer operation, giving universities, research institutes, and corporate
innovation units complete TTO capability without the cost and lead time of
building one in-house.
· Innovation Training delivers structured, expert-led programmes
that build commercialisation capability inside technology transfer offices,
corporate innovation teams and academic leadership.
Collectively, the IP Commercialisation Services form the high-margin advisory
layer of the GenIP platform. They provide product diversification away from
one-off evaluation projects into deeper, longer engagements, reinforcing
GenIP's positioning as the partner of choice for organisations turning
research outputs into commercial returns.
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their annual report and audited financial statements for
the year ended 31 December 2025.
PRINCIPAL ACTIVITIES
The principal activity of the company is to empower organisations to better
evaluate and commercialise their discoveries through two distinct, yet
complementary, services:
· Invention Intelligence Services (previously invention evaluator)
- providing bespoke enhanced research reports assessing the market potential
for new technological innovations and discoveries by utilising artificial
intelligence driven proprietary software; and
· IP Commercialisation services (previously called Vortechs) -
providing executive recruitment services to match technology organisations
with experienced executives and business leaders also using utilising
artificial intelligence driven software and proprietary data.
INCORPORATION
The company was incorporated in England as a private company limited by shares
on 23 February 2024 with the registered number 15517400.
On 23 August 2024, the company re-registered as a public company and changed
its name from GenIP Limited to GenIP PLC.
The company's shares were admitted to trading on AIM on 2 October 2024
following a placing and subscription for shares.
RESULTS AND DIVIDENDS
The results for the year are set out on the Statement of Comprehensive Income.
No ordinary dividends were paid. The directors do not recommend payment of a
final dividend.
DIRECTORS
The directors who held office during the year and up to the date of signature
of the financial statements were as follows:
Rt Hon Lord DL Willetts
Professor DM Gann
Mr K Fitzpatrick
Ms M Cruz
Rt Hon Lord David Willetts and Prof. David Gann are Non-Executive Directors
and are considered to be independent.
DIRECTORS' BIOGRAPHICAL DETAILS:
Lord David Lindsay Willetts - Non-Executive Chairman
Date of Appointment as Director: 20 September 2024
The Rt Hon Lord Willetts FRS is Chairman of the U.K. Space Agency, President
of the Resolution Foundation and former U.K. Minister for Universities and
Science. He served as the Member of Parliament for Havant (1992-2015) and
previously worked at HM Treasury and the No. 10 Policy Unit.
Lord Willetts is a visiting Professor at King's College London and former
Chair of the British Science Association. He is also an Honorary Fellow of
Nuffield College, Oxford.
Lord Willetts has written widely on economic and social policy. His book 'The
Pinch', which focused on intergenerational equity, was published in 2010, and
in 2017 'A University Education' was published.
Lord Willetts is a graduate of Oxford University and has been awarded numerous
honorary doctorates.
Melissa Mariel Cruz Calderon - Chief Executive Officer
Date of Appointment as Director: 9 September 2024
Melissa Cruz has a background in international business, marketing, and
technology commercialisation. She has worked with a wide range of
organisations across the United States, China, Europe, and Latin America, with
a focus on facilitating technology transfer between developed and developing
economies.
Melissa plays a key role in supporting the growth and effectiveness of
clients' in-house technology transfer teams. As a client advocate, she
collaborates closely with executive search and innovation strategy teams to
ensure tailored support for commercialisation goals. She has also contributed
to the delivery of international business development programmes and events
across Latin America.
Melissa holds a B.A. in International Business and an M.S. in Marketing from
Florida International University.
Kevin Fitzpatrick - Chief Financial Officer
Date of Appointment as Director: 15 August 2024
Kevin Fitzpatrick is a Chief Financial Officer with over 30 years' experience
in small and medium enterprises and entrepreneurial businesses. He has
experience working with FTSE, NASDAQ, AIM and SME businesses across Service,
Technology, SaaS, Media and Online industries. He has held numerous board
positions with both quoted public and private businesses with full executive
responsibility for finance, legal and corporate finance matters. He has
extensive international experience, having operated successfully in Europe,
USA, and Africa.
Kevin is a Fellow of the Institute of Chartered Accountants in Ireland. He
graduated from University College Dublin with a BA in Economics.
Prof. David Michael Gann - Independent Non-Executive Director
Date of Appointment as Director: 20 September 2024
Professor David Gann CBE is a business leader, chairperson, former University
leader, and non-executive director with a reputation for creating and
supporting innovation and growth, and mentoring science-based start-ups. He is
a leader in the development of fusion energy, as Chair of UK Industrial Fusion
Solutions, and previously Chair of the UK Atomic Energy Authority.
David is Professor of Innovation & Entrepreneurship at the Saïd Business
School, Oxford University and a visiting fellow of the Oxford Martin School.
Until recently, David was Pro-Vice-Chancellor Development & External
Affairs at Oxford University, and prior to that Vice-President (Innovation)
at Imperial College London.
He is a non-executive director of VenCap International plc, a leading venture
fund-of-funds. David is an entrepreneur, having formed several companies,
mentors start-ups, and advises Boards. He has been a non-executive director of
Directa Plus plc, currently on the Advisory Board of Euroclear and was Group
Innovation Executive at Laing O'Rourke plc.
David frequently advises governments and was a member of the UK Government's
Innovation Expert Group and the Ministry of Defence's Technology and
Innovation Board.
His pro bono work includes co-founding the Villars Institute, a Swiss
foundation focusing on systems leadership to halt climate change and
bio-diversity loss; and he is a board member of the London Symphony Orchestra.
David publishes widely on technology management and innovation strategy,
authoring nine books to date.
He has a PhD in Industrial Economics, is a Chartered Civil Engineer, Fellow of
the Institution of Civil Engineers and is an Honorary Fellow of the Royal
College of Art.
QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The company has made qualifying third-party indemnity provisions for the
benefit of its directors during the year, which were made during the period
and remain in force at the date of this report.
The company has purchased and maintained throughout the period Directors &
Officers liability insurance in respect of itself and its directors.
BUSINESS REVIEW
Included within the Strategic Report is a fair review of the business of the
company during the period ended 31 December 2025 and the position of the
company at the end of the year. This review is contained in the Chairman's
Statement and the CFO's statement and finance review.
POLITICAL DONATIONS
The company made no political donations during the period.
RESEARCH AND DEVELOPMENT
Costs associated with research and development relate to internal web
development and incorporation of Generative AI technology to the company's
products and services. Research and development costs are capitalised in the
year incurred and are disclosed in note 12.
GOING CONCERN
As more fully explained in note 1.3 to the financial statements, the Directors
have assessed the Company's going concern position using detailed trading and
cashflow forecasts, including reverse stress testing, and have considered the
potential impact of delayed customer receipts alongside the £350,000
($470,000) fundraise completed on 1 May 2026. While the Company's early stage
position in a fast moving market gives rise to a material uncertainty that may
cast significant doubt on its ability to continue as a going concern, the
Board has developed appropriate mitigation plans and has a reasonable
expectation that the Company will continue to meet its obligations and operate
as a going concern.
ACQUISITION OF OWN SHARES
The company did not purchase any of its shares for cancellation during the
period.
A resolution to authorise the company to purchase up to 15% of its own shares
will be proposed at the forthcoming first Annual General Meeting.
SUBSTANTIAL SHAREHOLDINGS
As at 31 December 2025, the company had been notified of the following
interests in 3% or more of its issued share capital:
· Tekcapital Europe Limited 53.86%
· Dr C M
Gross 5.85%
CAPITAL STRUCTURE
Details of the issued share capital are set out in note 19 to the financial
statements. The company has one class of share being Ordinary Shares with a
par value of £0.00425 each. This entitles the holder to participate in
dividends in proportion to the number of shares held. The holder is also
entitled to, on a show of hands of shareholders present at a general meeting
in person or by proxy, one vote and upon a poll each share is entitled to one
vote.
Subject to the Companies Act 2006 and the provisions of the Articles of
Association, the Directors are generally and unconditionally authorised to
exercise all powers of the company to issue such number of shares as the
company may from time to time by Ordinary Resolution determine. A resolution
of the company on 15 August 2024 authorised the Directors to allot shares in
the capital of the company within certain limits. A renewal of this authority
will be proposed at the forthcoming first Annual General Meeting.
POST REPORTING DATE EVENTS
There have been no post balance sheet events requiring disclosure in these
financial statements.
FUTURE DEVELOPMENTS
No changes in the nature of the business is expected in the foreseeable
future.
Information has been included in the strategic report in relation to
disclosures under S414C (11) of the Companies Act 2006.
ARTICLES OF ASSOCIATION
In accordance with the Companies Act 2006, the company's articles of
association may only be amended by a Special Resolution of the company's
shareholders.
INDEPENDENT AUDITORS
HW Fisher Audit were appointed by the Directors and have expressed their
willingness to continue as auditors. A resolution to reappoint them as
auditors of the Company and to authorise the Directors to fix their
remuneration will be proposed at the forthcoming Annual General Meeting.
EMISSIONS
As the company has not consumed more than 40,000 kWh of energy in this
reporting period, it qualifies as a low energy user under these regulations
and is not required to report on its emissions, energy consumption or energy
efficiency activities.
STATEMENT OF DISCLOSURE TO AUDITOR
Each Director in office at the date of approval of this annual report confirms
that:
· so far as the Director is aware, there is no relevant audit
information of which the company's auditor is unaware, and
· the Director has taken all the steps that he / she ought to have
taken as a director in order to make himself / herself aware of any relevant
audit information and to establish that the company's auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance with the
provisions of section 418 of the Companies Act 2006.
Statutory information contained elsewhere in the annual report
· Financial risk management, including credit risk, interest risk,
foreign exchange risk and liquidity risk - note 23 to the financial
statements;
· Events subsequent to the year-end date - note 25 to the financial
statements;
· Engagement with key stakeholders and others with business
relationships with the company - Section 172(1) Statement;
· Directors' interests, including directors' shares and share
options - Report on Remuneration.
On behalf of the board
Ms M Cruz
Director
22 May 2026
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
United Kingdom company law requires the directors to prepare financial
statements for each financial year. Under that law, the directors have elected
to prepare the financial statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the United Kingdom. Under company
law, the directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the
company and of the profit or loss of the company for that period.
In preparing these financial statements, International Accounting Standard 1
requires that directors:
· properly select and apply accounting policies;
· present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable information;
· provide additional disclosures when compliance with the specific
requirements in IFRSs are insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the entity's
financial position and financial performance; and
· make an assessment of the company's ability to continue as a
going concern.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
CORPORATE GOVERNANCE STATEMENT
The GenIP board is committed to maintaining high standards of corporate
governance. In accordance with AIM Rule 26, AIM quoted companies are required
to adopt and give details of the corporate governance code which they have
adopted and to show how they are following it. The board has adopted the
Quoted Companies Alliance's (QCA) Corporate Governance Code for small and
mid-size quoted companies (the "QCA Code"). Of the recognised codes generally
adhered to by AIM companies, the QCA Code has been drafted with smaller
businesses in mind, with a pragmatic and principles-based approach. It was
therefore deemed by the board to be the most suitable.
Solid corporate governance is the foundation on which the business is managed,
and this is supported by the range of talents of the directors. Biographies of
the directors appear in the Directors Report and demonstrate a range of
experience and calibre to bring the right level of independent judgment to
GenIP's business. Ensuring financial strength alongside the growth of the
business are key guiding principles, supported by an effort to ensure solid
communication with shareholders.
The chairman is responsible for leading the board and for its overall
effectiveness in directing the company. The board members ensure that the
board implements, maintains and communicates effective corporate governance
processes and promotes a culture of openness and debate designed to foster a
positive governance culture in the company.
The board is responsible for the company's system of internal control and for
reviewing its effectiveness. Such a system can only provide reasonable, but
not absolute, assurance against material misstatement or loss. The board
believes that the company has internal control systems in place appropriate to
the size and nature of its business. The board is satisfied that the scale of
the company's activities does not warrant the establishment of an internal
audit function.
The board is also responsible for identifying the major business risks faced
by the company and for determining the appropriate course of action to manage
those risks. Formal board meetings are held regularly during the year to
review strategy, management and performance of the company, with additional
meetings between those dates convened as necessary. During 2025, there were 10
board meetings. The QCA Code identifies ten principles that focus on the
pursuit of medium to long-term value for shareholders without stifling
entrepreneurial spirit. GenIP's adoption of the QCA principles is summarized
in the table below. Further details are made available on our website at
www.genip.ai
1 Establish a strategy and business model which promotes long-term value for GenIP's mission is bridge the gap between groundbreaking ideas and commercial
shareholders success. By helping its clients assess the viability of innovations and
connect them with leadership needed to take them to market and crystalise
substantial shareholder value. Our investment objective is to achieve
long-term growth of net assets and returns on invested capital through
assisting clients to commercialise their innovations. We believe the
combination of these factors will maximize long-term value for shareholders.
2 Seek to understand and meet shareholder needs and expectations The board engages with shareholders and the broader investment community via a
variety of channels and activities including the annual general meeting,
updates to shareholders via reporting and the regulatory news service, and
institutional presentations. The Chairman and CEO are the primary contacts for
investor interaction alongside UK Investor Group.
3 Take into account wider stakeholder and social responsibilities and their GenIP's culture is very open, and this includes reaching out and seeking
implications for long-term success feedback and insights from our various stakeholders. In addition to the
investor outreach described above, key practical elements of this philosophy
for other stakeholders include having a flat organization with few tiers of
management, meeting regularly; all-hands communications via web-meetings;
engagement with clients through regular meetings and satisfaction surveys.
4 Embed effective risk management, considering both opportunities and threats, The board is responsible for identifying the major business risks faced by the
throughout the organisation company and for determining the appropriate course of action to manage those
risks. The board has adopted a framework for the effective identification,
assessment, and management of risks to the achievement of corporate
objectives. The risks that the board consider to be principal risks to the
company's business and how they are mitigated are set out on the Principal
Risks and Uncertainties pages of the Strategic report.
5 Maintain the board as a well-functioning, balanced team led by the chair The QCA Code requires that boards have an appropriate balance between
executive and non-executive directors and that each board should have at least
two independent directors. The board is made up of two executive directors and
two non-executive directors. The non-executive directors are mature,
experienced and independent persons who have each succeeded in their own
businesses and are not dependent upon income from the company. They include Rt
Hon Lord David Willetts and Prof. David Gann (both attended all Board of
Directors meetings in 2025). They have developed a strong and detailed
understanding of the business and are prepared and able to intervene and
challenge the executive directors. Melissa Cruz and Kevin Fitzpatrick, the two
executive directors, attended all Board of Directors meetings in 2025.
6 Ensure that between them the directors have the necessary up-to-date Details of the background and experience of the directors of the company are
experience, skills and capabilities set out in the Directors Report. These demonstrate that our team collectively
has the necessary skills and experiences, as well as the required calibre, to
carry out the company's strategy and business model effectively. The
non-executive directors comprise a professor and engineering specialist, and a
former minister for universities and science. Both have experience of working
in a public company environment. Each Director maintains their skillset by
participating in industry events, online trainings as well as experience on
other boards seats they occupy.
7 Evaluate board performance based on clear and relevant objectives, seeking A board self-evaluation process led by the chairman will take place every
continuous improvement three years, using a QCA-sponsored questionnaire and process. Low scoring or
divergent scoring responses will be discussed, with gaps and actions for
improvement identified.
8 Promote a corporate culture that is based on ethical values and behaviours GenIP's core values statement and guiding principles, developed by the
extended management team, support the company's culture with a strong footing
in ethical values. These are reinforced in the staff handbook and the staff
appraisal and development process, which formally embeds cultural and ethical
considerations as part of each employee's self-evaluation.
9 Maintain governance structures and processes that are fit for purpose and Formal board meetings are held regularly to review strategy, management and
support good decision-making by the board performance of the company, with additional meetings between those dates
convened as necessary. We have two board committees, the Audit Committee and
the Remuneration Committee.
10 Communicate how the company is governed and is performing by maintaining a The company's approach to investor and shareholder engagement is described
dialog with shareholders and other relevant stakeholders under Principle 2 above. Annual reports, Annual General Meeting notices,
regulatory announcements, trading updates and other governance-related
statements and updates are available from the company's website.
Directors Statement
A director of a company must act in the way he or she considers, in good
faith, would likely promote the success of the company for the benefit of the
shareholders. In doing so, the director must have regard, amongst other
matters, to the following issues:
· Likely consequences of any decisions in the long term;
· Interests of the company's staff and employees;
· Need to foster the company's business relationships with
suppliers / customers and others;
· Impact of the company's operations on the community and
environment; and
· The company's reputation for high standards of business conduct.
Culture
The company's values and leadership behaviours are a vital part of our culture
to ensure that through good governance, conduct and decision making we do the
right thing for the business and our stakeholders. The Board acknowledges that
every decision it makes may not necessarily result in a positive short-term
outcome for all of the company's stakeholders. We believe in creating solid
foundations for the future, so there is a balance between short term success
and longer-term prosperity.
Shareholders
The primary mechanism for engaging with our shareholders is through the
company's AGM, RNS notices to the Stock Market, virtual Investor Conferences
and through the publication of the company's financial results for the half
year and full year. We encourage shareholders to ask questions at the AGM and
participate in discussion about our performance and products.
Customers
Understanding our customers and what matters to them is key to the success of
the company. We listen and talk to them at every opportunity, including many
opportunities to meet with them as we attend Conferences, Exhibitions and
Symposiums around the world. In addition to direct contact, we have increased
the flow of digital communications.
Suppliers / Vendors
We operate in a way that safeguards against unfair business practices and
encourages suppliers to adopt reasonable business practices for mutual
benefit. Relationships are the key to building a successful business and
vendors are a valued partner in our success.
Employees
We have an experienced, skilled and dedicated workforce which we recognise as
a crucial asset of the company. The company's directors alongside our
management teams, work hard to provide a positive working environment. The
company operates a flexible working policy due to the remote nature of some of
the staff and employees. Regular update emails have been circulated together
with online briefings. It is important for us to provide opportunities for all
our staff to allow them grow and achieve their potential.
Community and environment
We are proud to employ people in the communities that we operate. We use
environmentally friendly suppliers and products where possible.
AUDIT COMMITTEE REPORT
The Audit Committee is comprised of the Non-Executive Directors and the Chief
Financial Officer.
The Committee met once during the financial year ended 31 December 2025 and
met before signing these Report and Accounts.
The Audit Committee has written terms of reference setting out its
responsibilities that include:
· Monitoring the financial reporting process, the integrity of the
company's financial statements and announcements relating to financial
performance and reviewing significant financial judgements contained within
them;
· Keeping under review the company's internal controls and risk
management systems;
· Considering annually the need for a separate internal audit
function and making recommendations to the Board;
· Making recommendations to the Board regarding the appointment,
re-appointment or removal of the external auditor, and approving the
remuneration and terms of engagement of the external auditor; and
· Reviewing and monitoring the external auditor's independence and
the effectiveness of the audit process.
In addition, the Board requested that the committee advise them on whether
they believe the annual report and accounts, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the company's performance, business model and strategy.
The Committee has concluded that this is the case and has reported this to the
Board.
During the year, the external auditors did not provide any non-audit services.
In the course of its work the Audit Committee meets with the external auditors
and reviews the reports from them relating to the financial statements. It
also reviews the likely significant issues in advance of publication both of
the half and full year results and in particular any critical accounting
judgements identified by both the company and the external auditors, most of
which are disclosed in note 2 to the Financial Statements (Critical Accounting
Estimates and Judgements).
The Audit Committee also reviews updates on significant accounting policies
and the impact that this has on the company.
Members of the Audit Committee at the date of this report were Rt Hon Lord D
Willetts, Prof. D Gann and K Fitzpatrick FCA.
REPORT ON REMUNERATION
The Remuneration Committee comprises only Non-Executive Directors. It has
written terms of reference setting out its responsibilities. It reviews the
performance of the Executive Directors and sets the scale and structure of
their remuneration and the basis of their service agreements with due regard
to the interests of the shareholders.
The Remuneration Committee has responsibility for making recommendations to
the Board on the company's general policy on remuneration and also specific
packages for individual Directors. It carries out the policy on behalf of the
Board.
Members of the Remuneration Committee at the date of the report were Rt Hon
Lord David Willetts and Prof. David Gann. Neither of the members of the
Committee have day to day involvement in the running of the business.
Policy on Executive Director's Remuneration
The Committee reviews remuneration of Executive Directors and senior
management each year. The main aim of the company's executive pay policy is to
provide an appropriate reward for their work which is sufficient to attract
and retain the Directors needed to meet the company's objectives and satisfy
shareholders expectations.
Share Grants and Share Options
Share grants and share options were granted to Directors and other staff and
employees at various dates around the time when the company listed on the AIM
Stock Market in October 2024.
The share grants have lock-in restrictions attached and the share options vest
over a three-year period to ensure this spreads any reward over a number of
years, allied to the growth in shareholder value over the longer term.
The share grants and share options are not subject to a performance condition.
The company will consider establishing share option schemes as the company
grows.
Bonuses
There were no bonus schemes in operation during the period.
The company will consider establishing annual bonus schemes to be calculated
on the basis of defined criteria relating to the company's performance
compared to prior years and budget and other objectives which contribute to
growth in earnings per share, cash generation and return on capital employed.
Service Contracts
No Director has a notice period exceeding six months.
Directors' Remuneration
For each Director remuneration for the period to 31 December 2025 can be
analysed as follows:
Salary & Fees Salary & Fees
2025 2024
(US$) (US$)
Lord David Willetts 31,933 7,635
Melissa Cruz 107,829 49,139
Kevin Fitzpatrick 84,661 23,678
Prof. David Gann 31,933 8,429
Total 256,356 88,881
The periods each Director has served during the period are given in the
Directors Report
Directors' shares and share options
# of Shares # of Options
Lord David Willetts - 215,917
Melissa Cruz 240,000 -
Kevin Fitzpatrick - 332,200
Prof. David Gunn - 215,917
# of Options Exercise Price Grant Date Earliest exercise Life
(US$) date
Lord David Willetts 215,917 0.39 09 August 2024 09 August 2025 3 years
Melissa Cruz - - - - -
Kevin Fitzpatrick 332,200 0.39 05 August 2024 05 August 2025 3 years
Prof. David Gann 215,917 0.39 17 July 2024 17 July 2025 3 years
Share Price
The company's shares were admitted to trading on AIM on 2 October 2024
following a placing and subscription for shares at £0.39 per ordinary share.
The closing market price of the company's shares on 31 December 2025 was
£0.0865 and the range of market prices during the financial year was between
£0.385 and £0.0865 per share.
This Corporate Governance Report has been approved by the Board and signed on
its behalf by:
Prof D. Gann
Director
Date: 22 May 2026
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GENIP PLC
OPINION
We have audited the financial statements of GenIP Plc (the 'Company') for the
period ended 31 December 2025, which comprise:
· the Statement of Comprehensive Income;
· the Statements of Financial Position,
· the Statement of Changes in Equity;
· the Statement of Cash Flows;
· the related notes to the financial statements including
significant accounting policies.
The financial reporting framework that has been applied in the preparation of
the financial statements is applicable law and UK-adopted International
Accounting Standards ('IAS').
In our opinion, the financial statements:
· give a true and fair view of the state of the Company's affairs
as at 31 December 2025 and of its loss for the period then ended;
· have been properly prepared in accordance with IAS; and have been
prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report.
We are independent of the Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
MATERIAL UNCERTAINTY RELATING TO GOING CONCERN
We draw attention to note 1.3 in the financial statements, which explains that
the Company's ability to continue as a going concern is dependent on achieving
forecast sales growth and maintaining expected levels of cash inflows and
should actual performance fall below sensitised target levels the company
would require future further fundraising. These conditions indicate the
existence of a material uncertainty which may cast significant doubt over the
Company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
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 Company's ability to
continue to adopt the going concern basis of accounting included obtaining and
reviewing the financial cash flow forecasts.
Management prepared cash flow forecast for the future business incorporating
the planned expansion of new products to accelerate the sales revenue. As part
of their assessment, the forecast drives from revenue growth assumptions based
on previous performance for the existing client base plus growth assumptions
based on forecast additional spend.
In the forecast scenarios the Company has sufficient working capital based on
the existing funds held to meet its working capital requirements for at least
12 months from date of sign off.
Our evaluation of the directors' assessment of the Company's ability to
continue to adopt the going concern bases of accounting included but was not
restricted to the following:
· Challenging and assessing the forecasts prepared by management,
and assumptions used, including those around revenues growth rates and the
resulting cash flows within the assessment period.
· We challenged the assumptions based on a review of the historical
results to 31 December 2025 and available management information for the
business post period-end;
· We performed a range of sensitivities to review what impact an
erosion in the forecasts results would have on the headroom to the working
capital available.
· We reviewed the committed expenditure for 12 months from date of
our audit opinion, against the sensitised cash inflows and working capital
available.
· We enquired with management as to cash outflow mitigations which
could be made, reviewing the practicality of the cost mitigations identified
by management.
· We reviewed the Company's announcements and considered if any
items will have a financial impact on the going concern basis;
· We reviewed the appropriateness of the going concern disclosure
included in the financial statements and considered its adequacy and
consistency with our knowledge of the business.
· We enquired into key supply contracts and expectations of
continuation.
· We reviewed the latest management accounts available post period
end, to consider the current trading position.
· We considered the risks inherent in the Company's operations and
business model and the evaluation of the risks on the Company's financial
resources.
· We enquired with management as to the availability of funds
required to settle obligations as they fall due.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
SUMMARY OF OUR AUDIT APPROACH
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
The key audit matters that we identified in the current period were:
· Revenue recognition arising from occurrence, completeness and
cut-off in the period;
· Management override of controls;
· Share based payments
· Completeness of related party transactions
· Going concern
An overview of the scope of our audit
The key audit matters identified above are discussed further in this section.
This is not a complete list of all risks identified by our audit.
We identified going concern as a key audit matter and have detailed our
response in the conclusions relating to going concern section below.
Key audit matter How our scope addressed this matter
Revenue recognition arising from occurrence, completeness and cut-off in the Our audit work included, but was not restricted to the following:
period
· We evaluated the sales controls system in place to determine the
There is a presumed risk of misstatement arising from lack of completeness or controls surrounding income.
inaccurate cut-off relating to revenues.
· We checked a sample of sales from the Invention Evaluator "IE"
platform through to the income recognised in the financial statements.
· We also completed checks on deferred IE income which included
reviewing entitlement, based on the terms and conditions set out under the
platform.
· We reviewed the revenue recognition accounting policy to ensure
the application was consistent for both revenue streams.
Based on our audit work detailed above, we confirm that we have nothing
material to report, or draw attention to in respect of these matters.
Management override of controls Our audit work included, but was not restricted to the following:
Management is in a unique position to override controls that otherwise appear · We undertook a review to gain an understanding of the overall
to be operating effectively. governance and oversight process surrounding management's review of the
financial statements. Our findings did indicate that not all processes are
accurately documented in the Financial position and prospects procedures
"FPPP" and some processes in the FPPPs are not fully introduced. Our testing
did indicate shortcomings in the existing controls. We note the GenIP is a new
company and management recommendations have been made. Our review did not
indicate material misstatement as a result of the controls implementation.
· We examined the significant accounting estimates and judgements
relevant to the financial statements, for evidence of bias by the directors.
· We reviewed the financial statements and considered whether the
accounting policies are appropriate and have been applied consistently.
· We undertook a review of the journals posted through the nominal
ledger for significant and unusual transactions and investigated them,
reviewing and confirming the journal entry postings.
· We undertook detailed review of the share-based payments made to
management to ensure these were in line with their contracts.
· We undertook a review of related party transactions to ensure
accurate reflection within the financial statements.
Based on our audit work detailed above, we confirm that we have nothing
material to report, or draw attention to in respect of these matters.
Share based payments Our audit work included, but was not restricted to the following:
There share based payments issued before year-end following an additional · We obtained and reviewed the Company's share based payment
fundraise. Therefore, there is a risk that these have not been recorded and workings. The Company determined the charge associated with the options and
recognised accurately. The fair value, measurement and treatment of these will warrants by utilisation of a Black Scholes Model. We reviewed the Company's
be reviewed. key estimates and reviewed support for reasonableness.
· We undertook a recalculation of the charge for the options and
warrants.
· We obtained and reviewed the underlying contracts to ensure the
inputs had been correctly reflected in line with the contracts.
· We reviewed the spread of the charge in line with vesting
conditions.
· For services settled by shares, we obtained the underlying
invoices and original contracts to support the values.
· We reviewed the appropriateness of the disclosure notes, to
ensure these were in line with the underlying transactions.
· We reviewed the sensitivities included within the estimates and
judgements notes.
· Where required, we proposed audit adjustments to better reflect
the presentation and spread of the charges calculated.
Based on our audit work, we confirm that we have nothing material to report,
or draw attention to in respect of these matters.
Completeness of related party transactions Our audit work included, but was not restricted to the following:
There is a risk that related party transactions may not be complete due to the · We made written enquiries with key management employees.
large number of related party transactions during the year.
· We examined transactions through our analytics software for key
In addition, the period-end balances are material to the financial statements. searches on key management and their highlighted related parties.
· We made general enquiries of management.
· We reviewed agreements and performed checks to follow through to
the underlying transactions.
· We reviewed the related party transactions disclosure in the
financial statements.
Based on our audit work, we confirm that we have nothing material to report,
or draw attention to in respect of these matters.
Going concern Our audit work included, but was not restricted to the following:
The Company is loss making in its second period of trade. Therefore, there is · We obtained and reviewed management's assessments including
a risk that the financial statements are prepared on a going concern basis future forecasts.
when the Company is not a going concern.
· We performed a review of the Company's committed spending and
To review management's assessment of the going concern assumption, including a compared this to the their current cash position to determine how long their
review of their cashflow forecasts, management accounts, pipeline orders and current cash levels would last before requiring further financing.
cash balances along with any new financing arrangement if applicable.
· We enquired with management into their risk mitigation strategies
for key contracts.
· We reviewed key pipeline orders and obtained purchase orders
where available.
Based on our audit work, we confirm that a material uncertainty exists in
relation to their ability to continue as a going concern, in relation to it
being contingent on achieving revenue forecasts and should actual performance
fall below the sensitised level going concern would be reliant upon further
financing being obtained.
OUR APPLICATION OF MATERIALITY
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the
financial statements to be $58,700 based on 5% of loss before tax and
performance materiality was $38,200 based on 65% of materiality.
OTHER INFORMATION
The other information comprises the information included in the annual report
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of our audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' responsibilities statement, the
Directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing as
applicable, matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
The key procedures we undertook to detect irregularities including fraud
during the course of the audit included:
· Identifying and testing journal entries and the overall
accounting records, in particular those that were significant and unusual.
· Reviewing the financial statement disclosures and determining
whether accounting policies have been appropriately applied.
· Reviewing and challenging the assumptions and judgements used by
management in their significant accounting estimates which include
considerations around the estimates in the share based payments and impairment
reviews of intangibles.
· Assessing the extent of compliance, or lack of, with the relevant
laws and regulations.
· Testing key revenue lines, in particular cut-off, for evidence of
management bias.
· Obtaining third-party confirmation of material bank and loan
balances.
· Documenting and verifying all significant related party and
transactions.
· Reviewing documentation such as the Company's board minutes for
discussions of irregularities including fraud.
Owing to the inherent limitations of an audit, there is an unavoidable risk
that we may not have detected some material misstatements in the financial
statements even though we have properly planned and performed our audit in
accordance with auditing standards. The primary responsibility for the
prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
http://www.frc.org.uk/auditorsresponsibilities. This description forms part of
our auditor's report.
USE OF OUR REPORT
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Tanya Craft (Senior Statutory Auditor)
For and on behalf of HW Fisher Audit
Chartered Accountants
Statutory Auditor
Acre House
11-15 William Road London
NW1 3ER
Date: 22 May 2026
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
Year Period
ended ended
31 December 31 December
2025 2024
Notes $ $
Revenue 4 520,389 123,015
Cost of sales (355,647) (107,857)
Gross profit 164,742 15,158
Administrative expenses (1,206,024) (490,592)
Adjusted EBITDA before share based payments 6 (1,041,282) (475,434)
Amortisation 12 (95,752) (54,187)
Share-based payment charge 18 (123,626) (358,924)
Operating loss (1,260,660) (888,545)
Investment revenues 9,613 1,813
Finance costs - (97)
Loss before taxation (1,251,047) (886,829)
Income tax expense 10 - -
Loss and total comprehensive income for the year (1,251,047) (886,829)
Year Period
ended ended
31 December 31 December
2025 2024
Notes $ $
Earnings per share 11
Basic (0.070) (0.051)
Diluted (0.070) (0.049)
The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations. The notes that follow in the pages below
form part of these financial statements.
Administrative expenses as stated on the face of the statement of
comprehensive income exclude amortisation and share based payments, which are
disclosed separately.
Adjusted EBITDA relates to earnings before interest, tax, depreciation,
amortisation and share based payments.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
2025 2024
Notes $ $
Non-current assets
Intangible assets 12 175,302 255,366
Current assets
Trade and other receivables 13 213,290 404,128
Cash and cash equivalents 660,986 972,364
874,276 1,376,492
Current liabilities
Trade and other payables 15 330,782 147,772
Convertible loan notes 14 - 133,570
Deferred revenue 16 139,639 78,394
470,421 359,736
Net current assets 403,855 1,016,756
Net assets 579,157 1,272,122
Equity
Called up share capital 19 119,147 102,097
Share premium account 20 1,810,553 1,530,040
Options & warrant reserve 22 495,769 335,250
Capital contribution reserve 21 291,564 191,564
Retained earnings (2,137,876) (886,829)
Total equity 579,157 1,272,122
The notes that follow on the pages below form part of these financial
statements.
The financial statements were approved by the board of directors and
authorised for issue on 22 May 2026 and are signed on its behalf by:
Mr K Fitzpatrick
Director
Company registration number 15517400 (England and Wales)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share Options &
Share premium Capital warrant Retained
capital account contribution reserve earnings Total
Notes $ $ $ $ $ $
Balance at 23 February 2024 - - - - - -
Period ended 31 December 2024:
Loss and total comprehensive income - - - - (886,829) (886,829)
Transactions with owners:
Issue of share capital 20 102,097 2,426,362 - - - 2,528,459
Cost of share issue 19 - (896,322) - - - (896,322)
Share based payment - - - 335,250 - 335,250
Capital contribution 21 - - 191,564 - - 191,564
Balance at 31 December 2024 102,097 1,530,040 191,564 335,250 (886,829) 1,272,122
Year ended 31 December 2025:
Loss and total comprehensive income - - - - (1,251,047) (1,251,047)
Transactions with owners:
Issue of share capital 20 17,050 384,687 - - - 401,737
Cost of share issue 19 - (104,174) - - - (104,174)
Share based payment - - - 160,519 - 160,519
Capital contribution 21 - - 100,000 - - 100,000
Balance at 31 December 2025 119,147 1,810,553 291,564 495,769 (2,137,876) 579,157
The notes that follow on the pages below form part of these financial
statements.
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
Notes $ $ $ $
Cash flows from operating activities
Cash absorbed by operations 28 (720,312) (556,642)
Interest paid - (97)
Net cash outflow from operating activities (720,312) (556,739)
Investing activities
Purchase of intangible assets (15,687) (126,306)
Interest received 9,613 1,813
Net cash used in investing activities (6,074) (124,493)
Financing activities
Proceeds from issue of shares 401,737 2,358,668
Share issue costs (20,064) (838,642)
Issue of convertible loans - 133,570
Capital contribution 33,335 -
Net cash generated from financing activities 415,008 1,653,596
Net (decrease)/increase in cash and cash equivalents (311,378) 972,364
Cash and cash equivalents at beginning of year 972,364 -
Cash and cash equivalents at end of year 660,986 972,364
The notes that follow on the pages below form part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1 ACCOUNTING POLICIES
Company information
GenIP plc (Companies House registration number 15517400) is a public company
limited by shares and registered and incorporated in England and Wales. The
registered office is 12 New Fetter Lane, London, United Kingdom, EC4A 1JP.
The principal activity of the company is to empower organisations to better
evaluate and commercialise their discoveries through two distinct, yet
complementary, services:
· Invention Intelligence Services (formerly, Invention Evaluator) -
providing bespoke enhanced research reports assessing the market potential for
new technological innovations and discoveries by utilising artificial
intelligence driven proprietary software; and
· IP Commercialisation services (formerly, Vortechs) - providing
executive recruitment services to match technology organisations with
experienced executives and business leaders also utilising artificial
intelligence driven software tools and proprietary data.
Key Dates:
23 February 2024 The company was incorporated as Gen IP Limited
23 August 2024 The company was re-registered as GenIP Plc
5 September 2024 The company entered into an Asset Purchase Agreement with Tekcapital Plc and
Tekcapital LLC. In accordance with the terms of the Agreement, and effective 4
June 2024, the company acquired certain assets and liabilities related to
Invention Evaluator and Vortechs business in exchange for a capital
contribution
2 October 2024 The company was admitted to trade on the AIM market of the London Stock
Exchange, following a placing and subscription of shares
4 December 2025 The company raised £300,000 (before expenses) through a placing of 3,000,000
new ordinary shares of £0.00425 each at an issue of 10p per Placing Share.
1.1 Reporting period
The reporting period is for the year ended 31 December 2025. The company was
incorporated on 23 February 2024. As such, the comparative figures cover the
period from 23 February 2024 to 31 December 2024 and are therefore not
entirely comparable.
1.2 Accounting convention
The financial statements have been prepared in accordance with UK adopted
international accounting standards (IFRS) as adopted for use in the United
Kingdom and with those parts of the Companies Act 2006 applicable to companies
reporting under IFRS, except as otherwise stated.
The financial statements have been prepared on a going concern basis under the
historical cost convention, unless otherwise stated within the material
accounting policies adopted set out below. The financial statements are
prepared in US Dollars which is the functional currency of the company.
Monetary amounts in these financial statements are rounded to the nearest $,
except when otherwise indicated.
The company's shares were admitted to trading on AIM, a market operated by the
London Stock Exchange on 2 October 2024. These financial statements have also
been prepared in accordance with AIM Rules.
1.3 Going concern
The Directors have prepared cash flow forecasts for a period of at least 12
months from the date of approval of these financial statements, taking into
account the Company's current cash position, forecast revenues and expected
cost base.
The forecasts are dependent on the Company achieving forecast sales growth and
maintaining expected levels of cash inflows. The Directors have performed
sensitivity analysis, including a reverse stress test, to assess the impact of
lower-than-forecast revenues and delays in customer receipts. Based on
committed orders already secured and the visibility of future revenues, the
Directors consider such a level of revenue decline to be remote. However,
these analyses indicate that, should revenues fall below sensitised target
levels or cash collections be delayed, the Company would require additional
funding in order to meet its liabilities as they fall due. The company has
established mitigation plans to ensure the Company can continue to meet its
liabilities as they fall due. On 1 May 2026, the Company completed a fundraise
of £350,000 (£470,000), which provides additional working capital in the
short term. The Company operates in an early-stage and competitive market and
is reliant on scaling its revenue base. While the Company has demonstrated
revenue growth in the current period and has secured certain committed future
orders, there can be no certainty that future revenues will be achieved in
line with forecasts. Should the company not achieve sufficient revenue growth,
the forecasts indicate that the going concern basis will be dependent on
further future fundraising.
These conditions indicate the existence of a material uncertainty which may
cast significant doubt on the Company's ability to continue as a going concern
and therefore it may be unable to realise its assets and discharge its
liabilities in the normal course of business.
Nevertheless, after considering the forecasts and available mitigating
actions, the Directors have a reasonable expectation that the Company will
continue in operational existence for the foreseeable future. Accordingly, the
financial statements have been prepared on a going concern basis.
The financial statements do not include any adjustments that would result if
the Company were unable to continue as a going concern.
1.4 Revenue
Revenue is measured at the fair value of the consideration received or
receivable, and represents amounts receivable for the services supplied,
stated net of discounts, and value added taxes.
In accordance with IFRS 15 Revenue from Contracts with Customers, the company
recognises revenue when the contract is identified, performance obligation is
determined, transaction price (as defined for each service below) is
determined and allocated to the relevant performance obligations.
The company provides two distinct, yet complementary services to its customers
and revenue is recognised on the supply of these services as follows:
1) Invention Intelligence services:
The company provides Invention Evaluator, Invention Prioritizer and Invention
Validator reports and related analytical services assessing the commercial and
strategic potential of its customers technologies and intellectual property.
Performance obligations are met, and revenue is recognised, when the company
provides the complete report or agreed final deliverable to the customer. The
transaction price, and thus amount of revenue to be recognised, is defined
within the customer contract, together with payment terms. Amounts received in
advance of the delivery of the report are recorded as deferred revenue and
recognised when the performance obligation is met.
2) IP Commercialisation services:
The company provides services including talent search (previously Vortechs)
and partner intelligence to support technology transfer and innovation
commercialisation.
Performance obligations are met, and revenue is recognised, upon delivery of
the agreed service or completion of the relevant contractual milestone.
Transaction price, and thus amount of revenue to be recognised, is agreed
within the customer contract, together with payment terms. Amounts which are
received in advance of delivery of service are recorded as deferred income and
recognised when the performance obligation is met.
Other income
Finance income relates to interest income on bank deposits. Interest income is
recognised in the period the interest is earned.
1.5 Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost
and are subsequently measured at cost less accumulated amortisation and
accumulated impairment losses.
Amortisation is charged to administrative expenses in the Statement of
comprehensive income over the intangible assets' useful economic life. The
company has no assets with indefinite useful lives.
Intangible assets are amortised from the date they are available for use. The
estimated useful lives of intangible assets are as follows on a straight-line
basis:
Invention Evaluator - 10 years
Vortechs - 10 years
Website developments costs - 3 years
1.6 Impairment of intangible assets
At each reporting end date, the company reviews the carrying amounts of its
intangible assets to determine whether there is any indication that the assets
are impaired. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if
any). Where it is not possible to estimate the recoverable amount of an
individual asset, the company estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in the statement of comprehensive income, unless the
relevant asset is carried at a revalued amount, in which case the impairment
loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset is increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the
asset (or cash-generating unit) in prior years. A reversal of an impairment
loss is recognised immediately in profit or loss, unless the relevant asset is
carried at a revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.
1.7 Business combinations
In accordance with the terms of the Asset Purchase Agreement dated 14 August
2024, effective 4 June 2024, the Company acquired certain assets and
liabilities related to Invention Evaluator and Vortechs business. The Company
accounted for this transaction using a predecessor value method and accounted
for the assets and liabilities acquired using existing carrying values.
1.8 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term liquid investments with original maturities of three
months or less, and bank overdrafts.
1.9 Financial assets
Financial assets are recognised in the company's statement of financial
position when the company becomes party to the contractual provisions of the
instrument. Financial assets are classified into specified categories,
depending on the nature and purpose of the financial assets.
Financial assets held at amortised cost
The company's financial assets held at amortised cost include trade
receivables, other receivables and cash and cash equivalents.
Financial instruments are classified as financial assets measured at amortised
cost where the objective is to hold these assets in order to collect
contractual cash flows, and the contractual cash flows are solely payments of
principal and interest.
They are initially recognised at fair value plus transaction costs directly
attributable to their acquisition or issue and are subsequently carried at
amortised cost using the effective interest rate method, less provision for
impairment where necessary.
Impairment of financial assets
Financial assets carried at amortised cost are assessed for indicators of
impairment at each reporting end date.
The expected credit losses associated with these assets are estimated on a
forward-looking basis. A broad range of information is considered when
assessing credit risk and measuring expected credit losses, including past
events, current conditions, and reasonable and supportable forecasts that
affect the expected collectability of the future cash flows of the instrument.
For trade receivables, the simplified approach permitted by IFRS 9 is applied,
which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash
flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.
1.10 Financial liabilities
The company recognises financial debt when the company becomes a party to the
contractual provisions of the instruments. The company classified its
financial liabilities as 'other financial liabilities' an measures them at
amortised cost.
Other financial liabilities
Other financial liabilities, including trade payables and other short-term
monetary liabilities, are initially measured at fair value net of transaction
costs directly attributable to the issuance of the financial liability. They
are subsequently measured at amortised cost using the effective interest
method. For the purposes of each financial liability, interest expense
includes initial transaction costs and any premium payable on redemption, as
well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company's
obligations are discharged, cancelled, or they expire.
1.11 Compound instruments
Compound instruments include convertible loan notes. The component parts of
compound instruments issued by the company are classified separately as
financial liabilities and equity in accordance with the substance of the
contractual arrangement. At the date of issue, the fair value of the liability
component is estimated using the prevailing market interest rate for a similar
non-convertible instrument. This amount is recorded as a liability on an
amortised cost basis using the effective interest method until extinguished
upon conversion or at the instrument's maturity date. The equity component is
determined by deducting the amount of the liability component from the fair
value of the compound instrument as a whole. This is recognised and included
in equity net of income tax effects and is not subsequently remeasured.
1.12 Equity instruments
Equity instruments include the following:
· Ordinary share capital represents the nominal value of equity
shares;
· 'Share premium' represents amount paid for shares in excess of
their nominal value;
· 'Capital contributions' represents amounts provided to the
Company;
· 'Options & warrant reserve' represents the value of share
options and share warrants granted; and
· 'Retained earnings represents the retained earnings less retained
losses
1.13 Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
company's liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial recognition
of other assets and liabilities in a transaction that affects neither the tax
profit nor the accounting profit.
1.14 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an
expense, unless those costs are required to be recognised as part of the cost
of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in
which the employee's services are received.
Termination benefits are recognised immediately as an expense when the company
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.
1.15 Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an
expense as they fall due.
1.16 Share-based payments
The company operates a share-based compensation plan, under which the company
receives services from suppliers and employees as consideration for equity
instruments.
Equity-settled share-based payments are measured at fair value at the date of
grant by reference to the fair value of the equity instruments granted using
the Black-Scholes model. The fair value determined at the grant date is
expensed on a straight-line basis over the vesting period, based on the
estimate of shares that will eventually vest. A corresponding adjustment is
made to equity.
When the terms and conditions of equity-settled share-based payments at the
time they were granted are subsequently modified, the fair value of the
share-based payment under the original terms and conditions and under the
modified terms and conditions are both determined at the date of the
modification. Any excess of the modified fair value over the original fair
value is recognised over the remaining vesting period in addition to the grant
date fair value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the original
fair value.
Cancellations or settlements (including those resulting from employee
redundancies) are treated as an acceleration of vesting and the amount that
would have been recognised over the remaining vesting period is recognised
immediately.
1.17 Foreign exchange
Transactions in currencies other than US Dollars are recorded at the rates of
exchange prevailing at the dates of the transactions. At each reporting end
date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing on the reporting end date.
Gains and losses arising on translation in the period are included in profit
or loss.
1.18 Earnings per share
Basic Earnings per share
Basic earnings per share is calculated by dividing the loss after tax for the
period attributable to the owner of the company by the weighted average number
of ordinary shares outstanding during the financial period.
Diluted earnings per share
Diluted earnings per share is calculated by dividing the loss after tax for
the period attributable to owners of the company by the weighted average
number of ordinary shares outstanding plus the dilutive potential ordinary
shares outstanding.
1.19 Non-operating income
Non-operating income comprises items of income that arise from activities and
events outside the company's ordinary course of business.
2 ADOPTION OF NEW AND REVISED STANDARDS AND CHANGES IN ACCOUNTING
POLICIES
The following new amendment is effective for the first time for the period
commencing 1 January 2025:
· Lack of exchangeability - amendments to IAS 21
The amendment listed above did not have any impact on current period results
and are not expected to significantly affect the current or future periods.
The following new and amended IFRS Accounting Standards and Interpretations
have been issued but are not yet effective for the financial year beginning 1
January 2025 and have not been early adopted by the Group:
· Amendments to IFRS 9 and IFRS 7 - Classification and Measurement
of Financial Instruments (effective for periods commencing on or after 1
January 2026);
· Annual Improvements to IFRS Accounting Standards - Volume 11
(effective for periods commencing on or after 1 January 2026);
· Amendments to IFRS 9 and IFRS 7 - Contracts Referencing
Nature-dependent Electricity (effective for periods commencing on or after 1
January 2026);
· IFRS 18 Presentation and Disclosure in Financial Statements
(effective for periods commencing on or after 1 January 2027);
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
(effective for periods commencing on or after 1 January 2027).
3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The Directors also make
estimates and assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual results.
The Directors did not identify any judgments, estimates and assumptions that
have a significant risk of causing a material adjustment to the carrying value
of the assets and liabilities within the next financial year.
Share based payments
The company granted share warrants during the year. The fair value of the
share warrants at their grant date has been determined using the Black-Scholes
model. The assumptions used in the model are share price volatility, risk free
rate and expected life of the options/ warrants. Details of the assumptions
used, as well as the carrying value of the share-based payments, can be found
in note 18.
Intangible Assets
IAS 38 "Intangible Assets" requires that developments costs, arising from the
application of research findings or other technical knowledge to a plan or
design of a new or substantially improved product are capitalised, subject to
certain criteria being met. Determining the technical feasibility and
estimating the future cash flows generated by the products in development
requires judgements which may differ from the actual outcome.
The estimates and judgements made in relation to both acquired intangible
assets and capitalised development costs, cover future growth rates, expected
inflation rates, re-assessing useful life of the assets and the discount rate
used.
In addition to this, management have assessed whether are indicators of
impairment of these intangible assets in accordance with IAS 36 "Impairment of
Assets". Significant judgement and estimation uncertainty are involved in
assessing the recoverability of these assets.
The recoverable amount of intangible assets have been determined using value
in use ("VIU") calculations. The VIU calculation requires management to
estimate future cash flows expected to arise from the continued use of the
assets and to apply an appropriate discount rate. The impairment assessment is
sensitive to changes in these two key estimates.
No impairment charge was recognised during the year as the recoverable amount
determined under the VIU model exceeded the carrying value of the intangible
fixed assets.
4 REVENUE
2025 2024
$ $
Revenue analysed by class of business
Invention Intelligence services (formerly, Invention Evaluator) 512,389 99,349
IP Commercialisation services (formerly, Vortechs) 8,000 23,666
520,389 123,015
2025 2024
$ $
Revenue analysed by geographical market
Europe 6,299 2,985
North America 68,642 83,897
South America 30,892 20,405
Asia 409,213 11,329
Rest of the World 5,343 4,399
520,389 123,015
5 SEGMENTAL ANALYSIS
IFRS 8 requires operating segments to be identified based on internal
reporting. Accordingly, the determination of the company's operating segments
is based on the following organisation units for which management accounting
information is reported to the company's management and used to make strategic
decisions:
· Invention Intelligence services (formerly, Invention Evaluator)
· IP Commercialisation services (formerly, Vortechs)
The activities, products and services of the reportable segments are detailed
in the Strategic report.
Invention IP
intelligence Commercialisation
services services Unallocated Total
Segmental income statement US $ US $ US $ US $
Year ended 31 December 2025
Revenue 512,389 8,000 - 520,389
Cost of sales (340,029) (15,618) - (355,647)
Operating costs (321,140) (11,221) (997,289) (1,329,650)
Depreciation and amortisation (45,752) (50,000) (95,752)
Operating loss (194,532) (68,839) (997,289) (1,260,660)
Interest income/ (expense) 9,613 9,613
Loss on ordinary activities before tax (194,532) (68,839) (987,676) (1,251,047)
Tax - - - -
Loss on ordinary activities after tax (194,532) (68,839) (987,676) (1,251,047)
Segmental balance sheet
Invention IP
intelligence Commercialisation
services services Unallocated Total
Segmental income statement US $ US $ US $ US $
As at 31 December 2025
Assets 255,437 27,358 766,783 1,049,578
Liabilities (216,912) (2,000) (251,509) (470,421)
Net assets/(liabilities) 38,525 25,358 515,274 579,157
Other segmental items
Capital expenditure - - 15,687 15,687
Invention IP
intelligence Commercialisation
services services Unallocated Total
Segmental income statement US $ US $ US $ US $
23 February to 31 December 2024
Revenue 99,349 23,666 - 123,015
Cost of sales (98,655) (9,202) - (107,857)
Operating costs (117,463) (11,066) (720,987) (849,516)
Depreciation and amortisation (27,192) (26,995) (54,187)
Operating loss (143,961) (23,597) (720,987) (888,545)
Interest income/ (expense) 1,716 1,716
Loss on ordinary activities before tax (143,961) (23,597) (719,271) (886,829)
Tax - - - -
Loss on ordinary activities after tax (143,961) (23,597) (719,271) (886,829)
Segmental balance sheet
As at 31 December 2025
Assets 175,027 77,357 1,124,108 1,376,492
Liabilities (111,450) (308) (247,978) (359,736)
Net assets/(liabilities) 63,577 77,049 876,130 1,016,756
Other segmental items
Capital expenditure 119,655 - 6,651 126,306
During the year, one customer contributed $368,214 (2024: £nil) or 70.8% of
the company's total revenue. Revenue from this customer relates entirely to
the Invention Intelligence services.
6 OPERATING LOSS
Operating loss for the period is stated after charging:
2025 2024
$ $
Exchange (gains)/losses (42,383) 58,656
Amortisation of intangible assets (included within administrative expenses) 95,752 54,187
Share-based payments 123,626 358,924
7 AUDITOR'S REMUNERATION
Fees payable to the company's auditor and associates:
2025 2024
$ $
For audit services
Audit of the financial statements of the company 125,476 64,450
8 EMPLOYEES
The average monthly number of employees (including executive directors) during
the period was as follows:
2025 2024
Number Number
Management and administration 2 1
Their aggregate remuneration comprised:
2025 2024
$ $
Wages and salaries 178,928 45,468
Social security costs 23,945 6,530
Pension costs 3,054 -
Share based payments 33,223 148,863
239,150 200,861
9 DIRECTORS' REMUNERATION
2025 2024
$ $
Remuneration for qualifying services 253,302 88,881
Company pension contributions to defined contribution schemes 3,054 -
256,356 88,881
The number of directors for whom retirement benefits are accruing under
defined contribution schemes amounted to 1 (2024 - $0).
The detailed analysis of Directors' remuneration is included in the Report on
Remuneration.
The charge to profit in respect of share options, awards and share based
payments issued to the Directors was $76,410 (2024: $120,789).
Management considered that the key management personnel comprise the
Directors.
Remuneration disclosed above include the following amounts paid to the highest
paid director:
2025 2024
$ $
Remuneration for qualifying services 107,829 -
10 INCOME TAX EXPENSE
The charge for the period can be reconciled to the loss per the income
statement as follows:
2025 2024
$ $
Loss before taxation (1,251,047) (886,829)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%) (312,762) (221,707)
Effect of expenses not deductible in determining taxable profit 27,736 15,108
Share based payment charge 30,907 89,731
Deferred tax asset on trading losses carried forward not recognised 254,119 116,869
Taxation charge for the period - -
No deferred tax asset has been recognised in respect of tax losses carried
forward amounting to $1,483,952 (2024: $436,232). The unused tax losses can be
carried forward indefinitely.
11 EARNINGS PER SHARE
2025 2024
Number Number
Number of shares
Weighted average number of ordinary shares for basic earnings per share 17,767,461 17,517,461
Effect of dilutive potential ordinary shares
- Convertible debt - 629,800
Weighted average number of ordinary shares for diluted earnings per share 17,767,461 18,147,261
2025 2024
$ $
Earnings
Loss for the period from continued operations (1,251,047) (886,829)
2025 2024
$ per share $ per share
Earnings per share for continuing operations
Basic earnings per share (0.070) (0.051)
Diluted earnings per share (0.070) (0.049)
Potential ordinary shares (share options and share warrants) are excluded from
the calculation of diluted loss per share because they are anti-dilutive.
12 INTANGIBLE ASSETS
Invention
Website Vortechs Evaluator Total
$ $ $ $
Cost
Additions 6,651 - 119,655 126,306
Transfer of assets - 462,771 397,773 860,544
At 31 December 2024 6,651 462,771 517,428 986,850
Additions - purchased 15,687 - - 15,687
At 31 December 2025 22,338 462,771 517,428 1,002,537
Amortisation and impairment
Charge for the period - 26,995 27,192 54,187
Transfer of assets - 358,418 318,879 677,297
At 31 December 2024 - 385,413 346,071 731,484
Charge for the year - 50,000 45,752 95,752
At 31 December 2025 - 435,413 391,823 827,236
Carrying amount
At 31 December 2025 22,338 27,358 125,606 175,302
At 31 December 2024 6,651 77,358 171,357 255,366
The company has no intangible assets with indefinite lives. Intangible assets
are amortised in accordance with the applicable amortisation policies as
disclosed in note 1.5. As at the reporting date, the website was still under
development. In accordance with the company's amortisation policy, the website
costs will be amortised over 3 years once the website is available for use.
13 TRADE AND OTHER RECEIVABLES
2025 2024
$ $
Trade receivables 76,395 23,558
Provision for bad and doubtful debts (17,179) (19,888)
59,216 3,670
VAT recoverable 23,977 196,588
Amounts owed by related parties 84,208 120,383
Prepayments 45,889 83,487
213,290 404,128
Trade receivables are amounts due from customers for services performed in the
ordinary course of business. Other receivables are non-derivative financial
assets with fixed or determinable payments that are not quoted in an active
market. Trade receivables are generally due for settlement within 30 days and
therefore are all classified as current. The company's impairment and other
accounting policies for trade and other receivables are outlined in note 1.8.
Included in amounts owed by related parties is $17,543 (2024: $120,383) of
trade receivables paid to Tekcapital LLC and not yet passed on to the company.
14 CONVERTIBLE LOAN NOTES
Movements and balance at the period end
Liability
$
Liability component at 1 January 2024 -
Issue of convertible loan notes 133,570
Liability component at 31 December 2024 133,570
Convertible loan notes offset (133,570)
Liability component at 31 December 2024 -
On 24 February 2024, convertible loan notes ("CLN") incurring interest of 10%
per annum and with a principal amount of £150,000 ($205,189) were issued. An
amount of $133,570 was drawn and outstanding at 31 December 2024, During the
current financial year, Tekcapital Group agreed to offset the balances owed
and owing on the CLN and the intercompany receivable.
15 TRADE AND OTHER PAYABLES
2025 2024
$ $
Trade payables 81,140 25,406
Accruals 241,943 117,983
Social security and other taxation 7,699 4,383
330,782 147,772
The Directors consider that the carrying amounts of financial liabilities
carried at amortised cost in the financial statements approximate to their
fair values.
Trade payables represent liabilities for goods and services provided to the
company prior to the end of the financial period which are unpaid. The amounts
are unsecured and are usually paid within 30 days of recognition. Trade and
other payables are presented as current liabilities unless payment is not due
within 12 months after the reporting period.
16 DEFERRED REVENUE
2025 2024
$ $
Arising from Invention Intelligence services receipts 139,639 78,394
All deferred revenues are expected to be settled within 12 months from the
reporting date.
The company's deferred revenue balance of US$139,639 is made up of receipts
for Invention Intelligence services to be delivered after 31 December 2025.
17 SHARE-BASED PAYMENTS
Defined contribution schemes 2025 2024
$ $
Charge to profit or loss in respect of defined contribution schemes 3,054 -
The company operates a defined contribution pension scheme for all qualifying
employees. The assets of the scheme are held separately from those of the
company in an independently administered fund.
18 SHARE-BASED PAYMENTS
Number of share options Average exercise price
2025 2024 2025 2024
Number Number $ $
Outstanding at the beginning of the financial period 764,034 - 0.58 -
Granted in the period - 764,034 - 0.58
Outstanding at the end of the financial period 764,034 764,034 0.58 0.58
Exercisable at the reporting date - - 0.58 0.58
Number of share warrants Average exercise price
2025 2024 2025 2024
Number Number $ $
Outstanding at the beginning of the financial period 4,865,383 - 0.58 -
Granted in the period 3,150,000 4,865,383 0.13 0.58
Outstanding at the end of the financial period 8,015,383 4,865,383 0.71 0.58
Exercisable at the reporting date 8,015,383 4,865,384 0.71 0.58
Options and warrants granted during the year
Share warrants granted in the year are set out below. No share options were
granted during the year. The share warrants were granted on 18 December 2025.
Fair value was measured using Black-Scholes Model.
2025 2024
Weighted average fair value $0.012 per warrant $0.085 per option / warrant
Inputs for model:
- Weighted average share price $0.26 (£0.20) $0.53 (£0.39)
- Weighted average exercise price $0.26 (£0.20) $1.34 (£1.03)
- Expected volatility 66% 72%
- Expected life 2 years - 3 years 1.5 years - 4 years
- Risk free rate 4.5% 4.5%
- Expected dividends yields 0% 0%
Volatility was determined using the share price volatility of a listed company
operating in a similar industry to that of the company.
Options outstanding
Share options and warrants outstanding at the end of the year have the
following expiry dates and exercise prices:
2025 2024
Grant date Expiry date Exercise price Number Number
17 July 2024 17 July 2027 £0.39 ($0.53) 215,917 215,917
5 August 2024 5 August 2027 £0.39 ($0.53) 332,200 332,200
9 August 2024 9 August 2027 £0.39 ($0.53) 215,917 215,917
26 September 2024 2 October 2029 £0.39 ($0.53) 217,949 217,949
26 September 2024 2 October 2027 £0.39 ($0.53) 160,256 160,256
26 September 2024 2 October 2027 £0.43 ($0.59) 4,487,179 4,487,179
18 December 2025 18 December 2028 £0.10 ($0.13) 150,000 -
18 December 2025 18 December 2027 £0.20 ($0.26) 3,000,000 -
8,779,418 5,629,418
Expenses
Related to equity settled share-based payments 123,626 358,924
The share-based payment expense of $123,626 is sensitive to changes in the
underlying assumptions inputted into the Black-Scholes model, namely the
expected volatility and expected life assumptions. Changes to these
assumptions can have a material effect on the share-based payment expense. If
volatility was to increase by 10%, the share-based payment expense would be
$130,874. If the volatility was to be decreased by 10%, the share-based
payment expense would be $115,926. Similarly, if the expected life of the
options was to decrease by 1 year, the share-based payment expense would be
$114,581. If the expected life of the options was to increase by 1 year, the
share-based payment expense would be $131,015.
$84,109 of fair value costs relating to share warrants granted during the year
have been capitalised against share premium. Changes to the volatility and
expected life of the warrants would have a material effect on the fair value
of costs capitalised against share premium. If volatility was to increase by
10%, the fair value costs capitalised would be $107,578, resulting in a share
premium balance of $1,787,084 at the reporting date. If volatility was to
decrease by 10%, the fair value costs capitalised would be $61,099, resulting
in a share premium balance of $1,833,563. Similarly, if the expected life of
the warrants was to decrease by 1 year, the fair value costs capitalised would
be $38,286, resulting in a share premium balance of $1,856,376 at the
reporting date. If the expected life of the warrants was to increase by 1
year, the fair value costs capitalised would be $123,286, resulting in a share
premium balance of $1,771,376.
19 SHARE CAPITAL
2025 2024 2025 2024
Number Number $ $
Ordinary share capital
Issued, allotted and fully paid
Ordinary of £0.00425 each 20,517,562 17,517,462 119,147 102,097
Reconciliation of movements during the year:
Ordinary
Shares
Number
At 1 January 2025 17,517,462
Share issue 3,000,000
At 31 December 2025 20,517,462
Ordinary shares entitle the holder to have full voting rights, dividend rights
and capital distribution rights (including on winding up); they do not confer
any rights of redemption.
Included within share capital issued, allotted and fully paid is $5,867 (2024:
$5,867) relating to 1,030,282 (2024: 1,030,282) ordinary shares granted to a
director, employees and suppliers in exchange for services provided.
20 SHARE PREMIUM ACCOUNT
2025 2024
$ $
At the beginning of the period 1,530,040 -
Issue of new shares 384,687 2,673,650
Share issue expenses (104,174) (1,143,610)
At the end of the period 1,810,553 1,530,040
Included within share premium is $409,990 (2024: $409,990) relating to
1,030,282 ordinary shares granted to directors, employees and suppliers in
exchange for services provided.
The capitalised costs set against the share premium account includes $389,077
(2024: $304,968) in relation to the fair value of the warrants capitalised.
21 CAPITAL CONTRIBUTIONS
2025 2024
$ $
At the beginning of the period 191,564 -
Contributions 100,000 191,564
At the end of the period 291,564 191,564
In accordance with the terms of an agreement with Tekcapital PLC effective 4
June 2024, assets and liabilities were transferred to the company by
Tekcapital PLC, for total consideration of $1, as part of a capital
contribution of $291,564. The $100,000 contribution in 2025 is being paid over
24 months. The balance outstanding at 31 December 2025 was $66,667.
22 OPTIONS & WARRANT RESERVE
2025 2024
$ $
At the beginning of the period 335,250 -
Additions 160,519 335,250
At the end of the period 495,769 335,250
23 FINANCIAL RISK MANAGEMENT
In pursuing its objectives, the company holds financial instruments which
comprise of:
· Trade & other receivables;
· Cash at bank and in hand;
· Borrowings;
· Trade and other payables;
· Accruals
The main risks arising from holding the company's financial instruments are
detailed below together with the policies adopted to manage the risk.
(a) Market risk
(i) Price risk
The company does not hold any securities or investments that would expose it
to the price risk.
(ii) Interest rate risk
The company has no borrowings. The convertible loan note with Tekcapital
Europe Ltd issued in FP24 was settled. Please see note 14. It is the company's
policy to settle payables within the credit terms allowed and the company does
therefore not incur interest on overdue balances.
(b) Credit risk
In order to minimise this risk, the company endeavours to only deal with
companies that are demonstrable creditworthy, and the Directors continuously
monitor the exposure. The Directors determine the default as lack of payment
after more than 180 days and or counter party's bankruptcy filings. The
company's maximum exposure to credit risk for the components of financial
position at 31 December 2025 is the carrying amount of its current trade and
other receivables as illustrated in Note 13.
(c) Liquidity risk
The Directors monitor rolling forecasts of the company's liquidity
requirements to ensure it has sufficient cash to meet operational needs.
During the current and prior period, the company obtained sufficient capital
through the placing and subscription for shares and Admission to trading on
AIM. All amounts shown in the statement of financial position under current
assets and current liabilities mature for payment within one year.
A summary table of the undiscounted contractual cash flow maturity profile of
current financial assets and liabilities presented below is used by the
company to manage liquidity risks:
FY 2025
Within 1 year 1 to 5 years 5 years Total
US$ US$ US$ US$
Financial assets:
Trade receivables 59,216 - - 59,216
Other receivables - - - -
59,216 - - 59,216
Financial liabilities:
Trade and other payables 81,140 - - 81,140
81,140 - - 81,140
FY 2024
Within 1 year 1 to 5 years 5 years Total
US$ US$ US$ US$
Financial assets:
Trade receivables 3,670 - - 3,670
Other receivables 411,701 - - 411,701
415,371 - - 415,371
Financial liabilities:
Trade and other payables 147,772 - - 147,772
Interest bearing loan notes 133,570 - - 133,570
281,342 - - 281,342
(d) Fair value risk
The carrying amount of the company's financial instruments approximates fair
value and accordingly, no fair value risk was assessed in connection with
them.
(e) Foreign exchange risk
Foreign exchange risk arises when the company enter into transactions in a
currency other than their functional currency. The company's policy is, where
possible, to settle liabilities denominated in a currency other than its
functional currency with cash already denominated in that currency.
24 CAPITAL RISK MANAGEMENT
The company's objectives when managing capital are to safeguard the company's
ability to continue as a going concern in order to provide returns for
shareholders, benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
In order to adjust or maintain the capital structure, the company may adjust
the level of future dividends paid to its shareholders, return capital to
shareholders, issue new shares or sell assets to reduce borrowings. The
company has no external borrowings. This policy is periodically reviewed by
the Directors, and the company's strategy remains unchanged for the
foreseeable future.
The capital structure of the company initially consisted of cash derived from
drawdowns from the Convertible Loan Note as disclosed in note 14 and equity
consisting of issued share capital, reserves and retained losses. The
Directors regularly review the capital structure of the company and consider
the cost of capital and the associated risks with each class of capital.
The company's long-term financial goal is to optimise its returns on invested
capital (ROIC) in excess of our weighted average cost of capital (WACC) and as
such create value for our shareholders. The method the company seeks to employ
for achieving this is to utilise its structural intellectual capital developed
through its Invention Intelligence services and its IP Commercialisation
services to mitigate selection bias and improve returns on invested capital.
25 EVENTS AFTER THE REPORTING DATE
On 1 May 2026 the Company announced that it had raised £350,000 ($470,000)
before costs by a share placement of 5,000,000 ordinary shares at a price of 7
pence per share.
26 RELATED PARTY TRANSACTIONS
Remuneration of key management personnel
The remuneration of key management personnel, being the directors, is set out
in note 9 in aggregate for each of the categories specified in IAS 24 Related
Party Disclosures.
Other transactions with related parties
Tekcapital Group
GenIP's ultimate parent company and ultimate controlling party is Tekcapital
PLC.
Convertible Loan / Inter-company Receivable
Tekcapital Europe Ltd issued a Convertible Loan Note (CLN) to GenIP in
February 2024. The balance outstanding at 31 December 2024 was $133,570.
Tekcapital LLC owed GenIP $120,383 at 31 December 2024.
After the FP24 reporting date, Tekcapital Group agreed to offset the balance
owed and owing on the CLN and the Inter-company receivable and transfer any
residual amount to the Inter-company balance and close the CLN with an
effective date of 31 December 2024.
IFRS required the balances to be shown as they stood at 31 December 2024 in
the FP24 accounts and the transaction to be treated as a non-adjusting post
balance sheet event.
During FY25, some transactions continued to be processed by Tekcapital on
behalf of GenIP (some payments and some receipts). These transactions related
to the transition of GenIP from an operating unit within Tekcapital to a
standalone company. The transition was substantially completed by April 2025.
Development Costs
During FY25 Tekcapital PLC agreed to reimburse GenIP $100,000 relating to IT
development costs incurred in FP24. Whilst this agreement was made after the
FP24 reporting date, it related to costs incurred during FP24 and was treated
as a non-adjusting post balance sheet event in the FP24 accounts.
The $100k has been recognised as a capital contribution in FY25 - see note 21.
Tekcapital are paying the amount over 24 months starting from April 2025. The
balance outstanding at 31 December 2025 was $66,667.
Unutilised Credits
During the year Tekcapital agreed to reimburse GenIP up to a maximum of
$100,000 for Invention Intelligence services deferred income unutilised
credits made in years prior to the business transfer. This reimbursement to be
claimed and paid monthly, as the credits are utilised. $22,261 was claimed in
the year.
Guident Limited
During the current year, $8,000 (2024: $23,666) of the IP Commercialisation
service sales were made to Guident Limited, a related party by virtue of
common control.
Phosphorix Ltd
During the prior period, the company entered into a master services agreement
with Phosphorix Ltd, a company owned and operated by the CTO of GenIP Plc.
Phosphorix Ltd operates the Invention Evaluator platform on behalf of GenIP
and provides IT development services to the company. Pricing and costing is on
an arm's length basis.
During the current year, the company incurred $258,466 (2024: £90,204) of
cost of sales and $53,148 (2024: £nil) of IT platform operation and
maintenance charges of which $29,003 (2024: £30,561) was outstanding at the
reporting date.
27 CONTROLLING PARTY
In the opinion of the Directors the controlling party of the company is
Tekcapital Europe Limited. The company's ultimate parent company and ultimate
controlling party is Tekcapital PLC, a company incorporated in England and
Wales and listed on the London Stock Exchange (AIM). Copies of the financial
statements of Tekcapital PLC are available from Companies House, Crown Way,
Cardiff CF14 3UZ or www.tekcapital.com.
28 CASH ABSORBED BY OPERATIONS
2025 2024
$ $
Loss for the period before taxation (1,251,047) (886,829)
Adjustments for:
Finance costs - 97
Investment income (9,613) (1,813)
Amortisation and impairment of intangible assets 95,752 54,187
Equity settled share based payment expense 76,409 358,924
Movements in working capital:
Decrease/(increase) in trade and other receivables 257,502 (257,329)
Increase in trade and other payables 49,440 147,772
Increase in deferred revenue outstanding 61,245 28,349
Cash absorbed by operations (720,312) (556,642)
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