REG - GenIP PLC - Audited Results for Period Ended 31 December 2024
04/06/2025 07:00
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RNS Number : 3016L GenIP PLC 04 June 2025
4 June 2025
GenIP Plc
("GenIP" or the "Company")
Audited Results for Period Ended 31 December 2024
GenIP Plc (AIM: GNIP), a technology business providing Generative Artificial
Intelligence (GenAI) solutions to help research organisations and corporations
commercialise their innovations, is pleased to announce its inaugural audited
results for the period from incorporation on 23 February 2024 to 31 December
2024 (the "Annual Report and Accounts").
The Annual Report and Accounts will be posted to shareholders today and will
shortly be available on the Company's website at https://genip.ai/.
Financial Highlights:
● Successfully raised £1.75m in conjunction with GenIP's AIM IPO to
support growth and delivery of strategic goals
● Revenue: $123,015
● Operating Loss: $888,545
● Net Assets: $1,272,122
● Cash and Cash Equivalents: $972,364
These are the first audited results of the Company, so there are no
comparatives.
The Audited Report and Accounts, extracts of which are contained in the
appendix below, should be read in full, as there are some adjustments compared
to the unaudited results announced on 31 March 2025 due to changes in some
accounting treatments and audit review.
Operational Highlights:
● Growing orderbook, with prepayment of orders supporting the Company's
cash position
● Launched Generative-AI enhanced services, providing substantial
operational efficiencies and opening new revenue channels
● AI prompt engineering enhanced customer outcomes through improved
analytical capabilities
● Expansion of the sales and marketing team, driving customer
acquisition and higher revenues
Melissa Cruz, CEO of GenIP, commented:
"GenIP has made strong progress in the short time since incorporation in
February 2024 and listing in October 2024. The Company has secured multiple
new orders and contracts for delivery in 2025 and cultivated strong
relationships within the technology transfer and innovation community, paving
the way for sustained growth.
"The introduction of Generative AI-enhanced products and services in September
2024 established a firm base for GenIP's strategy to drive revenue growth and
create lasting value for stakeholders.
"With several strategic initiatives underway, GenIP is well positioned for
expansion and success. As we broaden our global presence and integrate more
advanced Generative AI analytics into our services, these enhancements
strengthen our offerings - driving innovation accelerating, the
commercialisation of new technologies and improving decision making for our
customers.
"We remain committed to delivering long-term shareholder value through product
excellence and disciplined cost management."
As announced on 2 June 2025, the Company will hold its Annual General Meeting
at the offices of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP
on 26 June 2025 at 2.30 p.m. (British Summer Time).
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
Novum Securities Limited (Broker) Tel: +44 (0)20 7399 9425
Jon Belliss JBelliss@novumsecurities.com
Redchurch Communications (Financial PR) 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 provides generative artificial intelligence (GenAI) analytic services to
help companies, research institutions and venture funds assess and
commercialise new discoveries. GenIP combines expert human technical review
with GenAI algorithms to provide insightful and verified services.
GenIP provides two complementary platform-based services:
1. Invention Evaluator: Provides bespoke research reports that assess the
market potential of new technological innovations and discoveries using
AI-driven proprietary software; and
2. Vortechs: which is an executive recruitment platform that through
advanced machine learning algorithms and natural language processing
technologies assists in matching technology organisations with experienced
executives skilled in technology commercialisation.
The Company believes that its integrated GenAI service offerings will help
organisations to evaluate and commercialise their technological innovations.
Company Strategy
GenIP's goal is to be a leading Generative AI analytic services company. To
achieve this, the Company has established three strategic pillars:
● Organically grow Invention Evaluator and Vortechs' revenue through
institutional and corporate connections as well as increase client pipeline
through marketing, advertising and social media spend.
● Expand the Generative AI service offerings within Invention Evaluator
and Vortechs' to reach new customers and improve margins.
● Bolt-on acquisitions of additional Generative AI services that are
helpful to our clients and have demonstrated initial market traction.
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
Chairman's Statement
INTRODUCTION
It is my pleasure to present GenIP Plc's inaugural Annual Report and Accounts
following our successful admission to trading on AIM in October 2024. As a
start-up and newly listed company, we have taken significant steps towards
positioning ourselves as a leader in technology transfer, leveraging AI-driven
solutions to support universities, research organisations, and technology
companies.
2024 was a year of foundational progress, marked by the acquisition of our
core business assets, an IPO that raised £1.75 million before costs, and
early commercial traction across our two core products - Invention Evaluator
and Vortechs.
PERFORMANCE
During our first financial period from 23 February 2024 to 31 December 2024,
GenIP generated $123,015 in revenue while incurring a loss before taxation of
$886,829, reflecting the early-stage investment in building our business and
scaling operations. The operating loss of $888,545 primarily stemmed from
administrative expenditure, including infrastructure setup, talent
acquisition, and share-based payments associated with our IPO and broader
employee incentive programmes. While 2024 included substantial share-based
payments, our future financial strategy will pivot toward marketing efforts
and team expansion, emphasising smart, targeted investments to drive scalable
and profitable growth.
The successful IPO enabled us to establish a strong financial position, with
net assets of $1,272,122 and cash reserves of $972,364 at year-end, providing
liquidity to fund future growth initiatives.
SINCE YEAR-END AND OUTLOOK
We are encouraged by the development of GenIP's business and optimistic about
the opportunities ahead in 2025. The integration of AI into our technology
evaluation platform and the use of AI tools in our executive recruitment
processes continues to enhance the value we deliver to clients, while sector
trends point to increasing demand for university-led commercialisation and
executive matchmaking in innovation-focused enterprises.
Our ability to expand client relationships, refine our service offerings, and
drive operational efficiencies will be key focus areas in the coming year. The
Board remains committed to prudent financial management while supporting
strategic investments that will accelerate revenue growth and enhance
shareholder value.
ANNUAL GENERAL MEETING
GenIP Plc's first Annual General Meeting will be held on 26 June 2025. The
resolutions set forth are designed to support the company's continued growth
and governance, and the Board unanimously recommends shareholders vote in
favour of all resolutions.
On behalf of the Board, I would like to thank our shareholders for their
support, our management team for their vision and dedication, and our
employees for their commitment to GenIP's success.
I look forward to updating you on our progress in the coming year.
Lord D L Willetts
Independent Non-Executive Chairman
Date: 3 June 2025
Chief Executive's Summary
INTRODUCTION
2024 marked a pivotal year for GenIP Plc as we seek to establish ourselves as
a global leader in Generative AI analytical services, operating at the
critical intersection of technology commercialisation and the complimentary
executive recruitment service.
Our business model is built upon creating value for stakeholders by empowering
research institutions, universities, and private enterprises to evaluate
breakthrough innovations and accelerate commercial success. Through our
AI-powered Invention Evaluator platform, which provides deep market insights,
and use of AI tools to drive the Vortechs process, which connects executive
talent with emerging technology ventures, we facilitate informed
decision-making and leadership placement, enabling organisations to maximize
their potential.
To measure our effectiveness and value creation, we track key performance
metrics, including:
• Revenue distribution by customer type - Universities and research
institutions contribute 60.4% of total revenue, while private enterprises
account for 39.6%, reflecting our broad stakeholder impact.
• Geographic expansion - With 68.2% of revenue derived from North
America, 16.6% from South America, and 9.2% from Asia, our strategy focuses on
further penetration in high-growth regions.
• Platform adoption & engagement - Measuring the growth in the
number of institutions and corporate partners utilising our platforms.
• Executive placement success - Tracking the effectiveness of
leadership matchmaking in driving commercialisation of disruptive innovations.
• AI-driven analytical accuracy - Regular benchmarking ensures our
models deliver precise and actionable insights.
These principles guide our strategy and performance evaluation as we continue
to grow and refine our offering to meet the evolving needs of our
stakeholders.
STRATEGY
GenIP Plc's strategic priorities for 2025 and beyond focus on sustainable
growth through:
• Enhancing AI capabilities - Investing in our technology
infrastructure and refining our predictive models for deeper market insights.
• Scaling executive recruitment - Strengthening our services to ensure
high-growth technology ventures have access to world-class leadership.
• Expanding international presence - With increasing demand in South
America and Asia, we aim to further penetrate these key markets.
• Optimising operational efficiency - Maintaining financial
sustainability while strategically investing in technological innovation and
talent.
These objectives position GenIP Plc to drive long-term shareholder value
through innovation, strategic expansion, and operational excellence.
PERFORMANCE
Our success is defined by both financial and operational performance, ensuring
sustained business growth. Key non-financial performance indicators include:
• Customer engagement & retention - A strong, repeat-client base
demonstrates trust in our services, with universities favouring Invention
Evaluator and private enterprises leveraging Vortechs for executive placement.
• Geographic growth - North America remains our largest market, with
substantial traction in South America and Asia, highlighting our expansion
potential.
• Leadership placement effectiveness - Matching top-tier executive
talent with emerging technology ventures ensures successful commercialisation
of breakthrough innovations.
• AI-driven insights & accuracy - Our services continuously evolve
to provide the most comprehensive market intelligence.
• Commitment to ethical AI & sustainability - We maintain
transparency and adhere to responsible AI standards to build trust with
stakeholders.
With strong industry demand, a resilient business model, and a commitment to
continuous innovation, GenIP Plc is well-positioned to deliver sustainable
value for shareholders.
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.
Customers
Our AI-powered services - Invention Evaluator and Vortechs - are designed to
serve the unique needs of universities, research institutions, and private
enterprises worldwide. GenIP actively engages with customers through:
• Tailored AI solutions - Continuous refinement of our analytical
models based on direct client feedback ensures high-value insights.
• Industry Events and Sponsorships - Attendance and sponsorship at key
industry events have enhanced market accessibility and are opening
opportunities for strategic partnerships with innovation hubs and technology
accelerators.
Outcome: Increased adoption across South America, and Asia, with repeat
business from Noth American research institutions and technology ventures,
reinforcing trust in GenIP's offerings.
Suppliers & Technology Partners
GenIP's business model relies on collaboration with specialist technology
firms, AI developers, and data providers to optimise platform capabilities.
Our engagement initiatives include:
• Strategic supplier agreements - Long-term partnerships ensure access
to cutting-edge AI technologies.
• Sustainability-focused sourcing - Ethical AI implementation is a
priority in supplier selection, supporting responsible tech development.
Outcome: Increased platform precision and industry relevance, strengthening
GenIP's competitive advantage in AI-driven technology assessment.
Employees
Talent is central to GenIP's success. We prioritise employee engagement,
professional development, and workplace well-being through:
• Performance-driven culture - Career progression and leadership
development pathways foster long-term retention.
• Flexible & inclusive workplace policies - Our commitment to
diversity, equity, and inclusion enhances team collaboration and innovation.
Outcome: High employee satisfaction and an innovative workplace culture,
enabling sustained business growth.
Investors & Shareholders
GenIP maintains open and transparent communication with investors and
shareholders, ensuring alignment with long-term value creation. Engagement
efforts include:
• Regular financial & operational updates - Clear reporting on
business performance, including revenue trends and expansion strategies.
• Investor briefings & shareholder meetings - Providing insights
into growth initiatives, market opportunities, and risk management strategies.
• Governance & ethical AI commitment - Strong adherence to
corporate governance standards reinforces investor confidence. Outcome:
Continued investor trust, strategic growth investments, and a robust financial
position, supporting GenIP's expansion objectives.
With strong stakeholder engagement, GenIP Plc is well-positioned for sustained
success, ensuring that all partners-from customers to shareholders-benefit
from our commitment to innovation, collaboration, and responsible growth.
CLOSING REMARKS
GenIP Plc's first financial period has been transformative, and our focus in
2025 is clear-accelerate revenue, optimise operations, and drive innovation.
I thank our shareholders, employees, and clients for their trust and support.
We are excited about the future and look forward to delivering continued
success.
Ms M Cruz
Chief Executive Officer
Date: 3 June 2025
SECTION 172(1) STATEMENT
The Board of Directors of GenIP Plc (see Board of Directors pages 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 centered 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 significant 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 2025 and beyond.
CFO's Statement and Financial Review
FINANCIAL OVERVIEW
GenIP Plc presents its first financial results for the period 23 February 2024
to 31 December 2024. Key milestones in that period include the acquisition of
the business and assets of Invention Evaluator and Vortechs on 4 June 2024 and
successful admission to AIM and completion of fundraising by way of placing
and subscription for shares, on 2 October 2024 raising gross proceeds of
£1.75m.
The financial statements are presented in US Dollars which is the Company's
presentational and functional currency.
FINANCIAL HIGHLIGHTS - PERIOD ENDED 31 DECEMBER 2024
US$
Revenue 123,015
Cost of Sales (107,857)
Operating Loss (888,545)
Loss Before Taxation (886,829)
Net Assets 1,272,122
Cash and Cash Equivalents 972,364
Revenue
Revenue in the period was $123k, generating a gross profit of £15k (a gross
profit margin of 12.3%). Invention Evaluator turnover was $99k and Vortechs
$24k.
Turnover reflects the trading since acquisition of the Invention Evaluator and
Vortechs businesses in June 2024 and the launch of enhanced AI driven services
in September 2024 just prior to the AIM listing. The Company has delivered
Invention Evaluator reports to organisations across six continents, and the
order pipeline continues to expand into new territories.
Administrative Expenses
Administrative expenses were $904k, made up of $120k of Director and staffing
costs (of which $88k related to the Directors remuneration), $59k of exchange
losses, $65k of audit fees, $54k of amortisation on intangible fixed assets
and $359k of share-based payment expenses. Marketing and advertising costs
amounted to $52k with marketing campaigns launching post fundraising in
December 2024.
Operating Loss
Operating loss was $889k, after the $904k administrative expenses and $108k
cost of sales. While our loss before taxation of $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
$79k at the date of transfer) and Vortechs (NBV of $104k at the date of
transfer) and development costs of $120k incurred on Invention Evaluator after
the transfer. After the balance sheet date 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 raised through the initial subscription shares and the issue of shares
and placing upon admission to AIM was $2,396k before share issue costs of
$839k. Cash absorbed by operations was $557k resulting in cash and cash
equivalents at the balance sheet date of $972k.
Debt financing and liquidity
Upon incorporation of the Company in February 2024, the Company entered into a
Convertible Loan Note agreement with Tekcapital Europe Ltd to enable costs of
the Company to be paid prior to the IPO in October 2024. The balance on the
Convertible Loan Note at the balance sheet date was $134k. After the Balance
Sheet date the Convertible Loan Note was offset against receivables due from
Tekcapital LLC and the CLN was closed.
The Company has no other debt.
In October 2024, the Company raised £1.75m ($2,296k) by way of an issue and
placement of shares upon admission to AIM. Costs associated with the
fundraising were $839k, leaving net proceeds of $1,457k, ensuring 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 these payments, warrants 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: $358,924 recognized in the period
ended 31 December 2024.
• 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 (72%)
- 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
2024
Total Income Total Income including revenue from Invention Evaluator
and Vortechs sales $123,015
Gross Profit Margin Percentage of revenue
remaining after deducting cost of sales
12.3%
Operating Cash Flow Net cash generated (absorbed) from business operations before financing activities ($556,642)
CONCLUSION
With strong liquidity and a clear strategy, GenIP Plc is well-positioned to
scale operations and optimise financial performance.
We remain focused on growth, operational efficiency, and shareholder value
creation, ensuring sustainable returns in the years ahead.
Mr K Fitzpatrick
Chief Financial Officer
Date: 3 June 2025
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 period, the Company
obtained sufficient capital through Convertible Loan Note draw down with
Tekcapital Europe Limited and 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 other than the Convertible Loan Note with
Tekcapital Europe Limited which carries an interest rate of 10% per annum.
After the Balance Sheet date the Convertible Loan Note was terminated and
repaid by offset against receivables from Tekcapital LLC, 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 by entering into a three-year agreement with Phosphorix Limited for the
provision of these services. This agreement can be terminated by either side
after the first anniversary by giving three months' notice in writing.
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 Israel/Gaza conflict 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.
CONCLUSION
With strong liquidity and a clear strategy, GenIP Plc is well-positioned to
scale operations and optimise financial performance.
We remain focused on growth, operational efficiency, and shareholder value
creation, ensuring sustainable returns in the years ahead. The strategic
report has been approved by the Board and signed on its behalf by:
Ms M Cruz
Director
Date: 3 June 2025
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 2024, which comprise:
• the Statement of Comprehensive Income;
• the Statements of Financial Position;
• the Statement of Changes in Equity;
• the Statement of Cash Flows; and
• 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 2024 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.
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.
• Recoverability of accounts receivable and loan balances.
• Treatment of IT development costs.
• Treatment of IPO and other related costs.
• Completeness of expenses.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GENIP PLC CONTINUED
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 Matters How our audit 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 the Vortechs sales agreements and contracts
through to the income recognised in the financial statements and to invoices.
Our findings indicated that improvements could be made to ensure all
documentation is in place for sales linked to related parties. Our testing did
not highlight material misstatement to the figures presented in the financial
statements.
• 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 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 a 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.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GENIP PLC CONTINUED
Key Audit Matters How our audit addressed this matter
Share based payments Our audit work included, but was not restricted to the following:
There were multiple share-based payments issued around the time of the • We obtained and reviewed the Company's share-based payment workings.
listing. Therefore, there is a risk that these have not been recorded and The Company determined the charge associated with the options and warrants by
recognised accurately. The fair value, measurement and treatment of these will utilisation of a Black Scholes Model. We reviewed the Company's key estimates
be reviewed. 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 amount of recharged expenses from Tek Capital Plc.
• 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 first period of trade. Therefore, there is a • We obtained and reviewed management's assessments including future
risk that the financial statements are prepared on a going concern basis when forecasts.
the Company is not a going concern.
• We performed a range of sensitivities to review what impact an
To review management's assessment of the going concern assumption, including a erosion in the forecast results would have on the headroom to the working
review of their cashflow forecasts, management accounts, pipeline orders and capital available.
cash balances along with any new financing arrangement if applicable.
• We obtained an understanding of key contracts and considered the
termination clauses and impact assessment on the forecasts.
• 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 we have nothing material to report,
or draw attention to in respect of these matters.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GENIP PLC CONTINUED
Key Audit Matters How our audit addressed this matter
Recoverability of accounts receivable and loan balances Our audit work included, but was not restricted to the following:
There is a risk that the receivables are not recoverable. • We obtained the accounts receivables and reviewed aging, and
provisions applied in line with the FPPP's.
In addition, there is a loan balance due from Tek Capital LLC, reflected in
amounts owed by related parties which is material to the financial statements. • We reviewed post period end clearance of the receivables.
• We undertook a review of the receivables in line with the underlying
terms and conditions to ensure recognition criteria was met.
• We obtained and reviewed confirmations of material receivables
balances with related parties and considered their recoverability.
Based on our audit work, we confirm that we have nothing material to report or
draw attention to in respect of these matters.
Treatment of IT development costs Our audit work included, but was not restricted to the following:
There is a risk that the IT development costs that have been capitalised • We examined the detailed cost and supporting invoices.
during the period have not met the criteria to be recognised as an intangible
asset in line with IAS 38. Therefore, the treatment and initial recognition of • We made direct enquires with the suppliers to provide further detail
these costs is to be considered. on the work undertaken and conducted.
• We reviewed the treatment in accordance with IFRS recognition
criteria.
• We reviewed the intangibles for indications of impairment.
• We obtained and reviewed the impairment assessments, considering the
expected cash inflow for each cash generating unit.
Based on our audit work, we confirm that we have nothing material to report or
draw attention to in respect of these matters.
Treatment of IPO and other transaction related costs Our audit work included, but was not restricted to the following:
There is a risk that the IPO and other transaction related costs have not been • We obtained detail of the capitalised costs against share premium
recognised in line with accounting standards. Therefore, the treatment of and sampled to underlying audit support.
these costs is to be reviewed.
• We reviewed the capitalised costs against share premium to ensure
The balance is also material to the financial statements. they met the recognition criteria for capitalisation.
• We reviewed for completeness and ensured costs settled by way of
shares were correctly treated.
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 expenses Our audit work included, but was not restricted to the following:
There is a risk that expenses are not complete due to a large amount of • We performed an analytical review in considering expenditure items
expenses being recharged from the majority shareholder, following separation. verses expectation.
Therefore, there is a risk that these have not all been recharged.
• We examined the movements on the loan notes and related party
balances to ensure corresponding cost recognition.
• We obtained circularisation confirmation of the related party and
loan note positions to ensure the period end positions were complete and no
omitted entries.
• We obtained and reviewed post period end transaction movements for
indication of expenses relating to the period.
Based on our audit work, we confirm that we have nothing material to report or
draw attention to in respect of these matters.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GENIP PLC CONTINUED
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 $44,340 based on 5% of loss before tax and
performance materiality was $35,473 based on 80% of materiality.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Our evaluation of the directors' assessment of the Company's ability to
continue to adopt the going concern basis of accounting included obtaining and
reviewing the financial cash flow forecasts.
Management prepared a financial forecast for the future business incorporating
the planned expansion of advertising spend 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 marketing 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 revenue growth rates and the
resulting cashflows within the assessment period.
• We challenged the assumptions based on a review of the historical
results to 31 December 2024 and available management information for the
business post period-end.
• We performed a range of sensitivities to review what impact an
erosion in the forecast 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 disclosures
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.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GENIP PLC CONTINUED
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 the audit:
• the information given in the strategic report and the directors'
report for the financial period 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:
As part of our planning process:
• We enquired of management the systems and controls the Company has
in place, the areas of the financial statements that are most susceptible to
the risk of irregularities and fraud, and whether there was any known,
suspected or alleged fraud. The Company did not inform us of any known,
suspected or alleged fraud.
• We obtained an understanding of the legal and regulatory frameworks
applicable to the Company. We determined that the following were most
relevant: UK-adopted International Accounting Standards and the Companies Act
2006.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GENIP PLC CONTINUED
• We considered the incentives and opportunities that exist in the
Company, including the extent of management bias, which present a potential
for irregularities and fraud to be perpetuated, and tailored our risk
assessment accordingly.
• Using our knowledge of the Company, together with the discussions
held with the Company at the planning stage, we formed a conclusion on the
risk of misstatement due to irregularities including fraud and tailored our
procedures according to this risk assessment.
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 the cost
capitalisation and impairment reviews of intangible assets.
• 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.
(http://www.frc.org.uk/auditorsresponsibilities) This description forms part
of our auditor's report
USE OF OUR AUDIT 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
United Kingdom Date: 3 June 2025
STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2024
Period ended
31 December
2024
$
Notes
Revenue 123,015
4
Cost of sales (107,857)
Gross profit 15,158
Administrative expenses (903,703)
Operating loss (888,545)
6
Investment revenues 1,813
Finance costs (97)
Loss before taxation (886,829)
Income tax expense -
10
Loss and total comprehensive income for the period (886,829)
Period ended
31 December
2024
$
Notes
Earnings per share
11
Basic (0.051)
Diluted (0.037)
The statement of comprehensive income has been prepared on the basis that all
operations are continuing operations. The notes on pages 32 to 51 form part of
these financial statements.
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
2024
Notes $
Non-current assets
Intangible assets 255,366
12
Current assets
Trade and other receivables 404,128
13
Cash and cash equivalents 972,364
1,376,492
Current liabilities
Trade and other payables 147,772
15
Convertible loan notes 133,570
14
Deferred revenue 78,394
16
359,736
Net current assets 1,016,756
Net assets 1,272,122
Equity
Called up share capital 102,097
18
Share premium account 1,530,040
19
Options & warrant reserve 335,250
21
Capital contribution reserve 191,564
20
Retained earnings (886,829)
Total equity 1,272,122
The notes on pages 32 to 51 form part of these financial statements.
The financial statements were approved by the board of directors and
authorised for issue on 3 June 2025 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 PERIOD ENDED 31 DECEMBER 2024
Share premium account Options & warrant reserve
Share capital $ Capital contribution $ Retained 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 18 102,097 2,426,362 - - - 2,528,459
Cost of share issue - (896,322) - - - (896,322)
Share based payment - - - 335,250 - 335,250
Capital contribution 20 - - 191,564 - - 191,564
Balance at 31 December 2024 102,097 1,530,040 191,564 335,250 (886,829) 1,272,122
The notes on pages 32 to 51 form part of these financial statements.
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Notes 2024
$ $
Cash flows from operating activities
Cash absorbed by operations (556,642)
27
Interest paid (97)
Net cash outflow from operating activities (556,739)
Investing activities
Purchase of intangible assets (126,306)
Interest received 1,813
Net cash used in investing activities (124,493)
Financing activities
Proceeds from issue of shares 2,358,668
Share issue costs (838,642)
Issue of convertible loans 133,570
14
Net cash generated from financing activities 1,653,596
Net increase in cash and cash equivalents 972,364
Cash and cash equivalents at beginning of year -
Cash and cash equivalents at end of year 972,364
The notes on pages 32 to 51 form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
1 MATERIAL 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 Evaluator - providing bespoke enhanced research reports
assessing the market potential for new technological innovations and
discoveries by utilising artificial intelligence driven proprietary software;
and
• 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
Accordingly, no comparative financial information is included in these
financial statements.
1.1 Reporting period
As mentioned, the company was incorporated on 23 February 2024. As such, these
financial statements cover the period from 23 February 2024 to 31 December
2024. All future financial statements will be made up to 31 December.
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 conducted a detailed assessment of the Company's ability to
continue as a going concern, leveraging detailed cash flow forecasts. Weekly
monitoring of cash balances and burn rates ensures proactive financial
oversight, allowing management to identify potential cash or revenue
shortfalls early. To mitigate financial risks, the Company has established
contingency measures, including cost controls on forward commitments, revenue
diversification strategies, and access to capital markets for additional
funding if required. Pricing reviews and new product launches are
strategically managed to support sustainable revenue growth. The Company
remains dependent on Phosphorix as an IE platform operator and is in the
process of reviewing alternative contingency plans to address the risk of
potential operational disruptions. Directors are confident that these
measures, combined with the funds raised through the placement and
subscription for shares and Admission to trade on AIM, together with cash
generated from operations, provide sufficient resources for at least 12 months
from the financial statement's approval date.
While mindful of inflationary pressures, the Board is satisfied that
appropriate mitigations are in place. Accordingly, the Financial Statements
continue to be prepared on a going concern basis.
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. Due to the
nature of the services provided by the company, customers do not have a right
to return once the service has been provided. As such, there is no provision
for returns recognised in the accounts.
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 Evaluator services:
The Company provides reports to its customers assessing the potential of new
technology.
Performance obligations are met, and revenue is recognised, when the Company
provides the complete report to the customer. The transaction price, and thus
amount of revenue to be recognised, is defined within the customer contract
and payment of a fixed fee for the report is made in advance the delivery of
the report. Amounts received in advance of the delivery of the report are
recorded as deferred revenue and recognised when the performance obligation is
met.
2) Vortechs recruitment services:
The Company provides recruitment services specialising in technology transfer
executives.
Performance obligations are met, and revenue is recognised, upon placement of
an executive. Transaction price, and thus amount of revenue to be recognised,
is clearly determined when both parties agree the placement fee for each
successful hire. Amounts which are received in advance of a placement are
initially recorded within deferred income and subsequently recognised as
revenue when the placement occurs and performance obligations have been 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
As outlined at 1.7 Business Combinations below, the Company acquired certain
assets relating to the Invention Evaluator and Vortechs business during the
period. The remaining amortisation periods at the point of acquisition and as
stated in the Historical Financial Information of the company's AIM admission
document were as follows:
Invention Evaluator - 2 years
Vortechs - 5 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 businesses, as
specified in note 25 of this report. The Company accounted for this
transaction using a predecessor value method and accounted for the assets and
liabilities acquired using existing carrying values as disclosed in Note 12 of
this report.
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.
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' and measures them at
amortised cost.
Other financial liabilities
Other financial liabilities, including trade payables, other short-term
monetary liabilities, and convertible loan notes 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 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
by Shareholders;
• 'Options & warrant reserve' represents the value of share
options and share warrants granted; and
• 'Retained earnings represents the retained earnings less retained
losses
1.12 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.
The carrying amount of deferred tax assets is reviewed at each reporting end
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the company has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
1.13 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.
1.14 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.
1.15 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.
1.16 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.
2 ADOPTION OF NEW AND REVISED STANDARDS AND CHANGES IN ACCOUNTING POLICIES
The following new standards and amendments are effective for the first time
for the period commencing 23 February 2024:
• IFRS 17 Insurance Contracts
• Definition of Accounting Estimates - amendments to IAS 8;
• International Tax Reform - Pillar Tow Model Rules - amendments to
IAS 12;
• Deferred Tax relates to Assets and Liabilities arising from a
Single Transaction - amendments to IAS 12; and
• Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS
Practice Statement 2.
The amendments listed above did not have any impact on current period results
and are not expected to significantly affect the current or future periods.
There are a number of standards, amendments to standards, and interpretations
which have been issued that are effective in future accounting periods that
the Company has decided not to adopt early as they will not have a significant
impact on the presentation of the Company's financial statements.
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 identified the following judgements, estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying
value of the assets and liabilities.
Share based payments
The company granted share options and warrants during the year. The fair value
of the share options and warrants at their grant date has been determined
using the Black-Scholes model. The assumptions used in the model are as
follows:
Share price volatility: 72%
Risk free rate: 4.5%
Expected life of the options and warrants: 1.5 years 4 years
The expense relating to share based payments in the year was $358,924. The
share-based payment expense in the year is sensitive to changes in the
assumptions mentioned above. A change in these assumptions can have a material
impact on the share-based payment charge for the year. Details of the effect
of changes in these assumptions can be found in note 17.
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. An impairment assessment has been performed on intangible assets using a
weighted average cost of capital of 13.5%.
Capitalisation of IPO costs
The company has applied IAS 32 - Financial Instruments: Presentation in
determining the capitalisation of IPO costs. Under this standard, only
incremental costs directly attributable to the issuance of new shares can be
deducted from equity. Judgements were required in identifying costs directly
related to the IPO, including legal and professional fees, regulatory filing
costs, and advisory expenses related to admission to AIM and the business
transfer.
The directors have exercised judgement to capitalise such costs against share
premium. This approach was applied in the company's first financial year,
reflecting its primary purpose of raising funds through its admission to AIM,
following its acquisition of the Invention Evaluator and Vortechs businesses.
4 REVENUE
2024
$
Revenue analysed by class of business
Invention Evaluator 99,349
Vortechs 23,666
123,015
2024
$
Revenue analysed by geographical market
Europe 2,985
North America 83,897
South America 20,405
Asia 11,329
Rest of the World 4,399
123,015
There was one customer from which the Company earned 11% of its revenues.
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 Evaluator
• Vortechs
The activities, products and services of the reportable segments are detailed
in the Strategic report.
Invention Evaluator Vortechs Unallocated Total US $
US $ US $ US $
Segmental income statement
23 February to 31 December 2024
Revenue 99,349 23,666 - 123,015
Cost of sales (98,655) (9,202) - (107,857)
Administrative Expenses (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 2024
Assets 175,027 77,357 1,124,108 1,376,492
Liabilities (111,450) (308) (247,978) (359,736)
Net current assets/(liabilities) 63,577 77,049 876,130 1,016,756
Other segmental items
Capital expenditure 119,655 6,651 126,306
6 OPERATING LOSS
Operating loss for the period is stated after charging:
2024
$
Exchange losses 58,656
Amortisation of intangible assets (included within administrative expenses) 54,187
Share-based payments 358,924
7 AUDITOR'S REMUNERATION
Fees payable to the Company's auditor and associates:
2024
$
For audit services
Audit of the financial statements of the Company 64,450
8 EMPLOYEES
Until October 2024, the Company had no employees. The average monthly number
of employees (including executive directors) during the period was as follows:
2024
Number
Management and administration 1
Their aggregate remuneration comprised:
2024
$
Wages and salaries 45,468
Social security costs 6,530
Share option cost 13,103
Share based payments 135,760
200,861
Included within the wages and salaries expense is an amount of $ 24,188 of
deferred salaries payable to key management personnel.
9 DIRECTORS' REMUNERATION
2024
$
Remuneration for qualifying services 88,881
The detailed analysis of Directors' remuneration, including details of share
grants and share options granted to Directors during the period, is included
in the Report on Remuneration on pages 19-20.
The number of directors who are entitled to receive shares under long term
incentive schemes during the period was 3. The charge to profit in respect of
share options, awards and share based payments issued to the Directors was
$120,789. Management considered that the key management personnel comprise the
Directors.
10 INCOME TAX EXPENSE
The charge for the period can be reconciled to the loss per the income
statement as follows:
2024
$
Loss before taxation (886,829)
Expected tax credit based on a corporation tax rate of 25.00% (221,707)
Effect of expenses not deductible in determining taxable profit 15,108
Share based payment charge 89,731
Deferred tax asset on trading losses carried forward not recognised 116,869
Taxation charge for the period -
No deferred tax asset has been recognised in respect of tax losses carried
forward amounting to $467,475, due to uncertainty over the recoverability of
those losses through future profits. The unused tax losses can be carried
forward indefinitely.
11 EARNINGS PER SHARE
2024
Number
Number of shares
Weighted average number of ordinary shares for basic earnings per share 17,517,461
Effect of dilutive potential ordinary shares
- Weighted average number outstanding share options 5,629,417
- Convertible debt 629,800
Weighted average number of ordinary shares for diluted earnings per share 23,776,678
2024
$
Earnings
Loss for the period from continued operations (886,869)
2024
$ per share
Earnings per share for continuing operations
Basic earnings per share (0.051)
Diluted earnings per share (0.037)
12 INTANGIBLE ASSETS
Invention Evaluator
Website Vortechs Total
$ $ $ $
Cost
Additions - purchased 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
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
Carrying amount
At 31 December 2024 6,651 77,358 171,357 255,366
Please refer to note 25 for details on the transfer of intangible assets.
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. 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
2024
$
Trade receivables 23,558
Provision for bad and doubtful debts (19,888)
3,670
VAT recoverable 196,588
Amounts owed by related parties 120,383
Prepayments 83,487
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.
The amounts owed by related parties of US$120,383 represents trade receivables
paid to Tekcapital LLC and not yet passed on to the Company.
14 CONVERTIBLE LOAN NOTES
2024
$
Net proceeds of issue of convertible loan note 133,570
Equity component -
Liability component at date of issue 133,570
Movements and balance at the period end
Liability
$
Issue of convertible loan notes 133,570
Liability component at 31 December 2024 133,570
Liability component due within 12 months 133,570
Included within convertible loan notes ("CLN") is a CLN issued on 24 February
2024 with a principal amount of £150,000 ($205,189) of which US$133,570 was
drawn and outstanding at 31 December 2024. The CLN incurs interest of 10% per
annum and is repayable one year after commencement or can be converted into
shares of GenIP Plc upon certain conversion events, at the option of the
noteholder.
During the period ended 31 December 2024, $nil of the CLN was converted into
shares of GenIP Plc. The maximum amount of the CLN that was drawn in the
period was $195,191. Repayments of $104,328 were made towards the CLN during
the period.
There were no non-cash movements in the CLN in the period.
15 TRADE AND OTHER PAYABLES
2024
$
Trade payables 25,406
Accruals 117,983
Social security and other taxation 4,383
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
2024
$
Arising from Invention Evaluator receipts 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$78,394 is made up of receipts for
Invention Evaluator reports to be delivered after 31 December 2024.
17 SHARE-BASED PAYMENTS
Number of Average
share options exercise price
2024 2024
Number $
Outstanding at 23 February 2024 - -
Granted in the period 764,034 0.58
Outstanding at 31 December 2024 764,034 0.58
Exercisable at 31 December 2024 0 0.58
Number of Average
Share warrants exercise price
2024 2024
Number $
Outstanding at 23 February 2024 - -
Granted in the period 4,865,383 0.58
Outstanding at 31 December 2024 4,865,383 0.58
Exercisable at 31 December 2024 4,865,383 0.58
Options and warrants granted during the period
Options and warrants granted in the period are set out below. The options and
warrants were granted on several dates throughout the period, the grant dates
are disclosed below. Fair value was measured using Black-Scholes Model.
2024
$0.085 per option/
Weighted average fair value warrant
Inputs for model:
- Asset price at date of grant $0.53 (£0.39)
- Weighted average exercise price $1.34 (£1.03)
- Expected volatility 72%
- Expected life 1.5 years - 4 years
- Risk free rate 4.5%
- Expected dividends yields 0
Volatility was determined using the share price volatility of a listed company
operating in a similar industry to that of the Company.
Options and warrants outstanding
Share options and warrants outstanding at the end of the year have the
following expiry dates and exercise prices:
2024
Grant date Expiry date Exercise price Number
17 July 2024 17 July 2027 £0.39 ($0.53) 215,917
5 August 2024 5 August 2027 £0.39 ($0.53) 332,200
9 August 2024 9 August 2027 £0.39 ($0.53) 215,917
26 September 2024 2 October 2029 £0.39 ($0.53) 217,949
26 September 2024 2 October 2027 £0.39 ($0.53) 160,256
26 September 2024 2 October 2027 £0.43 ($0.59) 4,487,179
5,629,418
Expenses
Related to equity settled share-based
payments
358,924
The share-based payment expense of $358,924 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 be increased to 82%, the share-based payment expense would
be $361,799. If the volatility was to be decreased to 62%, the share-based
payment expense would be $355,870. Similarly, if the expected life of the
options was to decrease by 1 year, the share-based payment expense would be
$355,337. If the expected life of the options was to increase by 1 year, the
share-based payment expense would be $361,855.
$304,968 of fair value costs relating 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 value of
costs capitalised against share premium. If volatility was to increase to 82%,
the costs capitalised would be $421,730, resulting in a share premium balance
of $1,413,278 at the reporting date. If volatility was to decrease to 62%, the
costs capitalised would be $202,723, resulting in a share premium balance of
$1,632,285. Similarly, if the expected life of the warrants was to decrease by
1 year, the capitalised costs would be $61,904, resulting in a share premium
balance of $1,773,104 at the reporting date. If the expected life of the
warrants was to increase by 1 year, the capitalised costs would be $580,097,
resulting in a share premium balance of $1,254,911.
During the year, the company granted shares in exchange for services provided
by employees and suppliers. Please see note 18 and note 19 for further
details.
18 SHARE CAPITAL
2024 2024
Number $
Ordinary share capital
Issued, allotted and fully paid
Ordinary of $0.00581 (£0.00425) each 17,517,462 102,097
Reconciliation of movements during the period:
Ordinary Shares Number
Share issue 594,752,780
Sud-division of shares 11,000,000
Consolidation of shares (588,235,318)
At 31 December 2024 17,517,462
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
relating to 1,030,282 ordinary shares granted to a director, employees and
suppliers in exchange for services provided.
19 SHARE PREMIUM ACCOUNT
2024
$
At the beginning of the period -
Issue of new shares 2,673,650
Cost of share issue and warrants (1,143,610)
At the end of the period 1,530,040
Included within share premium is $409,990 relating to 1,030,282 ordinary
shares granted to a directors, employees and suppliers in exchange for
services provided. The capitalised costs set against the Share Premium Account
includes $304,968 in relation to the fair value of the warrants capitalised.
20 CAPITAL CONTRIBUTIONS
2024
$
At the beginning of the period -
Contributions 191,564
At the end of the period 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
US$191,564.
21 OPTIONS & WARRANT RESERVE
2024
$
At the beginning of the period -
Additions 335,250
At the end of the period 335,250
22 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 other than convertible loan note with Tekcapital
Europe Ltd. The interest rate is set at 10% per annum and in the Directors
assessment, no material impact exists on this exposure. 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 2024 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 period, the Company obtained sufficient capital through Convertible
Loan Note draw down with Tekcapital Europe Ltd and 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:
Within 1 year 1 to 5 years 5 years Total
US$ US$ US$ US$
Financial assets:
Trade receivables 3,670 - - 3,670
Other receivables 328,214 - - 328,214
331,884 - - 331,884
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 instrument (convertible loan
note) 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.
23 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 other than the convertible loan note with
Tekcapital Europe Limited. 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 cost of capital has been the cost of convertible loan note,
which have averaged an interest rate of 10%. 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
Evaluator service and its Vortechs service to mitigate selection bias and
improve returns on invested capital.
24 EVENTS AFTER THE REPORTING DATE
Development Costs
After the reporting date, Tekcapital PLC agreed to reimburse the Company
$100,000 of the $119,665 IT development costs incurred in 2024. The Company
retains responsibility for the remaining $19,665 and continues to benefit from
the expenditure, which remains capitalised as an Intangible Asset. This
agreement constitutes a non-adjusting post balance sheet event, as the costs
were incurred before the reporting date and the subsequent reimbursement
clarifies the financial position.
Convertible Loan Note
After the reporting date, Tekcapital Group agreed to offset the balances owed
and owing on the Convertible Loan Note and the Inter-company Receivable and
transfer any residual amount to the Inter-company balance and close the
Convertible Loan Note with an effective date of 31 December 2024. IFRS
requires the position at 31 December 2024 to be disclosed and accounted for as
the balances at 31 December, before the offset and closure of the Convertible
Loan Note. Accordingly, this is a non-adjusting post balance sheet event.
31 Dec 2024 Offset Adjustment 31 Dec 2024
US$ US$ US$ US$
Tekcapital Europe 133,570 (120,383) (13,187) -
Tekcapital LLC (120,383) 120,383 13,187 13,187
25 RELATED PARTY TRANSACTIONS
Remuneration of key management personnel
The remuneration of key management personnel is set out in notes 8 and 9 in
aggregate for each of the categories specified in IAS 24 Related Party
Disclosures.
Other transactions with related parties
Tekcapital Plc
On 5 September 2024, the Company entered into an Asset Purchase Agreement with
Tekcapital Plc, the Company's ultimate parent company and ultimate controlling
party.
In accordance with the terms of the Agreement, effective 4 June 2024, the
Company acquired certain assets and liabilities related to Invention Evaluator
and Vortechs business. The following assets and liabilities were transferred
to the Company by Tekcapital Plc, for total consideration of $1, as part of a
capital contribution of US$191,564:
Assets:
Intangible Assets of $183,247, representing the Net Book Value of Invention
Evaluator (US$78,876) and Vortechs ($104,353). Trade Receivables of US$50,035
representing trade receivable of Invention Evaluator and Vortechs businesses.
Liabilities:
Deferred income of US$50,035 representing prepayments made in 2023 and 2024 by
customers of Invention Evaluator before the reports were delivered.
Tekcapital Europe Ltd
On 23 February 2024, the Company entered into a management service agreement
with Tekcapital Europe Ltd, its parent company, for a number of support
services for a charge of US$35,000 per quarter. This agreement expired
effective 26 July 2024, with US$ 38,845 charged to the CLN (note 14).
Tekcapital Europe Ltd issued a Convertible Loan Note ("CLN") to the Company on
24 February 2024 with a principal amount of £150,000 ($205,189) of which
US$133,570 was drawn and outstanding at 31 December 2024. (Note 14). The CLN
was settled after the balance sheet date (Note 24).
Tekcapital LLC
The company was owed $120,383 from Tekcapital LLC at the reporting date, a
related party by virtue of common control. The total movement in the period
was $120,383 and the amount owed relates to sales receipts due to the company.
Phosphorix Ltd
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 and provides IT development services to the
Company. Pricing and costing is on an arm's length basis. In the period, the
company incurred $90,204 of cost of sales of which $30,561 was outstanding at
the reporting date. The company also incurred $119,655 of development costs
from Phosphorix Ltd during the period which have been capitalised (note 12).
Since the reporting date, Tekcapital PLC have agreed to contribute $100k
towards this spend over 24 months.
Guident Limited and Innovative Eyewear Inc
During the period, all of the Vortechs sales amounting to $23,666 were made to
Guident Limited and Innovative Eyewear Inc, related parties by virtue of
common control. As at 31 December 2024, $4,333 of the balance was outstanding
and has been fully provided against.
Director transactions:
Dr C M Gross is a director of Tekcapital Plc the ultimate controlling party of
the Company and acquired 1,200,000 shares in GenIP Plc at a cost of £5,100.
Dr C M Gross was a director of the company between 23 Feb 2024 and 9 September
2024.
During the period $11,403 was paid to Virtual FD Limited, a company controlled
by K Fitzpatrick.
26 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. (http://www.tekcapital.com/)
27 CASH ABSORBED BY OPERATIONS
2024
$
Loss for the period before taxation (886,829)
Adjustments for:
Finance costs 97
Investment income (1,813)
Amortisation and impairment of intangible assets 54,187
Equity settled share-based payment expense 358,924
Movements in working capital:
Increase in trade and other receivables (257,329)
Increase in trade and other payables 147,772
Increase in deferred revenue outstanding 28,349
Cash absorbed by operations (556,642)
Non-cash equity settled share-based expenses relate to the following:
- $120,789 for directors' share options and warrants granted during the
period.
- $226,266 for shares issued to employees.
- $11,650 for shares issued in exchange for advertising services.
There were no changes in liabilities arising from financing activities except
those detailed in Note 14.
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