REG - Imaging Biometrics - Annual Report for the Year Ended 31 December 2025
30/04/2026 16:30
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RNS Number : 6589C Imaging Biometrics Limited 30 April 2026
Imaging Biometrics Limited
("IBAI" or the "Company")
Publication of Annual Report for the Year Ended 31 December 2025
The Board of IBAI Ltd is pleased to announce the Company's audited financial
statements for the year ended 31 December 2025.
The Annual Report will shortly be available on the Company's corporate website
at https://imagingbiometrics.com/ (https://imagingbiometrics.com/)
--ENDS-
The Directors of the Company accept responsibility for the contents of this
announcement.
For further information, please contact:
Imaging Biometrics Limited
Trevor Brown/Brett Skelly/Michael Schmainda
Tel: 020 7469 0930
AlbR Capital Limited (Corporate Broker)
Lucy Williams / Duncan Vasey
Tel: 020 7220 9797
Highlights
· Revenue rose to £788k (2024: £750k), a 5% increase, with the
majority generated by Imaging Biometrics, LLC.
· Kirkstall Limited was fully acquired on 14 October 2025
· Cost reductions implemented across the Group, including Director
fees, will materially lower the Group's cash burn and reset the business for
scalable improvement during 2026.
· Phase 1 clinical trial successfully met its objectives and is
completed; resources are now refocused on high-margin core operations.
· Next-generation IB Nimble and enhanced IB Clinic platforms
nearing commercial release.
Chief Executive Officer's Statement
2025 marked a decisive year of strategic repositioning for Imaging Biometrics.
We delivered modest revenue growth while executing transformative cost
discipline and resource alignment and completed the Kirkstall acquisition.
These actions have created a lean, focused Group with two high-potential
businesses, each operating in multi-billion-pound markets underpinned by
powerful secular tailwinds. During the year, the company changed its name from
IQ-AI Limited to Imaging Biometrics Limited
Imaging Biometrics, LLC (IB)
IB is a recognised leader in neuro-oncological imaging, supporting the full
continuum of care - from diagnosis and treatment surveillance to surgical and
radiation planning, intraoperative decision‑making, post‑treatment
assessment, and clinical trial endpoints.
Flagship imaging products include IB Neuro, IB Delta T1 and IB FTB Express
(FTBx). Together, these solutions comprise the only FDA-cleared, UKCA- and
CE-marked platform that automatically generates quantitative standardized
measurements, enabling direct longitudinal comparison of treatment response.
The platform has been validated in major U.S. clinical trials and adopted as
the national standard by the U.S. National Clinical Trials Network. IB
products are distributed globally through strategic partnerships with GE
HealthCare, Blackford, aycan Medical Systems, and Prism Clinical Imaging. The
global neuro-oncology imaging market represents an estimated $5 billion and
growing at approximately 8% annually, underscoring the scale of the
addressable opportunity across multiple disciplines.
IB Nimble 2 has been rebuilt with enterprise-grade scalability, integrated
DICOM viewing, enhanced cybersecurity, and modern infrastructure. Development
is substantially complete with the final milestone - full PACS connectivity -
on track for the end of Q2 2026. These features are highly anticipated by end
users and, when combined with Dr. Joe Bovi's national clinical network of
collaborators, position IB Nimble for accelerated adoption and meaningful
revenue uplift in 2026 and beyond.
In parallel, the next major enhancements to IB Clinic are in their final
stages. Regulatory documentation required for commercial release is nearing
completion.
Additional commercial momentum is coming from QSMetric®, a patented and U.S.
FDA‑cleared quantitative susceptibility mapping (QSM) solution with
applicability across large patient populations. QSMetric was developed and
clinically validated by MedImageMetric under the leadership of Dr. Yi Wang at
Weill Cornell Medicine. Imaging Biometrics contributes its FDA-compliant
Quality Management System (QMS), regulatory expertise, and global support and
engineering infrastructure to enable scalable distribution and lifecycle
management. GE Healthcare served as the catalyst for this collaboration and is
in the process of bringing QSMetric into its distribution ecosystem under a
revenue‑sharing model, combining GE Healthcare's global marketing and sales
reach with Imaging Biometrics' regulated software delivery and support
capabilities.
In addition, Imaging Biometrics is currently supported by two active
NIH-funded collaborations, serving to further validate our technology and open
future translational and clinical expansion pathways.
The Group sponsored the completed Phase 1 clinical trial of oral gallium
maltolate, which successfully met all its objectives. The study demonstrated
excellent safety and tolerability, established a recommended Phase 2 dose, and
showed promising preliminary signals of clinical efficacy.
The Medical College of Wisconsin (MCW) conducted the trial, and results are
being prepared for publication. The Group retains contractual rights to use
Phase 1 data (deliverables) for regulatory and commercialization purposes
and advance its development as additional funding becomes available.
The Group is aware of other development activities involving gallium maltolate
and maintains its close ongoing dialogue with MCW, though it is not formally
involved in sponsoring those initiatives. Progression to Phase 2 will require
significant funding, and as previously announced, the Group is prioritizing
the strengthening of its financial position through its market-ready product
portfolio in large addressable markets. In parallel, the Expanded Access
Program (EAP) continues to treat active patients, with data expected to be
combined with the Phase 1 dataset for further analysis and potential
publication.
Kirkstall Limited
Following our October 2025 acquisition, Kirkstall is now a wholly owned
subsidiary and delivered 77% year-on-year sales growth alongside material cost
reductions. Quasi Vivo®, its patented organ-on-a-chip platform, addresses the
accelerating global shift away from animal testing toward human-relevant
research models. The organ-on-a-chip market is forecast to grow at ~30% CAGR
through 2030, supported regulatory and funding drivers, such as the UK
Government's £75m Strategic Roadmap, the U.S. FDA Modernization Act 2.0, and
the U.S. NIH's $150m investment in human‑based research to reduce reliance
on animal models, alongside similar initiatives in China and Europe.
With new distributors in the U.S., China and South Korea already generating
orders, Kirkstall is transitioning from a university-centric business to a
commercially scalable operation with potential for recurring revenue.
Outlook
The combination of Group-wide cost savings, Kirkstall's accelerating sales
trajectory and the imminent launch of IB's next-generation platforms creates a
clear path to profitability in 2026.
We enter the new year with:
· Two synergistic, high-growth businesses,
· World-class partnerships and regulatory tailwinds,
· A sharply focused team,
· Significantly reduced overheads.
Your directors are confident that 2026 will be a year of revenue acceleration
and bottom-line delivery and believe that the current share price does not
fully reflect the progress made and the near-term growth opportunities ahead.
Trevor Brown
Chief Executive Officer
30 April 2026
Consolidated Income Statement
For the year ended 31 December 2025
2025 2024
Notes £ £
Continuing operations
Revenue 788,148 750,105
Cost of sales (50,876) (7,766)
Gross profit 737,272 742,339
Administrative expenses (894,390) (1,069,857)
Impairment of goodwill and intangible assets 10 & 11 (241,507) -
Other income 4 5
Operating loss 5 (398,621) (327,513)
Finance costs 4 (2,319) 410
Loss before income tax (400,940) (327,103)
Income tax 7 - -
Loss for the year from continuing operations (400,940) (327,103)
Loss for the year attributable to the owners of the Company (400,940) (327,103)
Earnings per share attributable to owners of the Company
From continuing operations:
Basic and diluted (pence per share) 8 (0.17) (0.15)
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
2025 2024
£ £
Loss for the period (400,940) (327,103)
Other comprehensive income
Items that may be subsequently reclassified as profit or loss
Exchange differences on translation of foreign operations (714) 2,772
(714) 2,772
Total comprehensive loss for the year attributable to the owners of the (401,654) (324,331)
Company
The accompanying accounting policies and notes are an integral part of these
financial statements.
Consolidated Statement of Financial Position
As at 31 December 2025
2025 2024
£ £
Notes
Non-current assets
Property, plant and equipment 9 959 942
Goodwill 10 165,639 72,640
Intangible assets 11 512,419 604,633
Total non-current assets 679,017 678,215
Current assets
Inventory 44,905 -
Trade and other receivables 13 177,593 197,954
Cash and cash equivalents 112,610 53,500
Total current assets 335,108 251,454
Current liabilities
Trade and other payables 14 606,504 627,142
Total current liabilities 606,504 627,142
Net current (liabilities)/assets (271,396) (375,688)
NET ASSETS 407,621 302,527
Equity
Share capital 15 2,467,098 2,217,098
Share premium 15 20,695,437 20,705,137
Capital redemption reserve 23,616 23,616
Merger reserve 160,000 160,000
Convertible loan note reserve 18 172,319 -
Share based payment reserve 349,850 270,093
Foreign currency reserve 23,353 9,695
Retained losses (23,484,052) (23,083,112)
Equity attributable to owners of the Company 407,621 302,527
TOTAL EQUITY 407,621 302,527
The financial statements on pages 24 to 51 were approved by the Board of
Directors on 30 April 2025 and signed on its behalf by:
T Brown
B Skelly
Director
Director
Company Registration Number: 2044
The accompanying accounting policies and notes are an integral part of these
financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share Share Capital redemption reserve Convertible loan note reserve Share based payment reserve Foreign currency reserve Retained TOTAL EQUITY
capital premium Merger losses
reserve
£ £ £ £ £ £ £ £ £
Balance at 1 January 2024 1,906,715 20,555,087 23,616 160,000 100,953 81,696 22,866 (22,756,009) 94,924
Loss for the year - - - - - - - (327,103) (327,103)
Exchange differences on translation of foreign operations - - - - - - 2,772 - 2,772
Total comprehensive loss for the year - - - - - - 2,772 (327,103) (324,331)
Transactions with shareholders:
Loan conversion 63,050 37,493 - - (100,543) - - - -
Shares issued 247,333 123,667 - - - - - - 371,000
Cost of shares issued - (11,110) - - - - - - (11,110)
Share based payments - - - - - 188,397 - - 188,397
Movement in the year - - - - (410) - (15,943) - (16,353)
Transactions with owners, recognised directly in equity 310,383 150,050 - - (100,953) 188,397 (15,943) - 531,934
Balance at 31 December 2024 2,217,098 20,705,137 23,616 160,000 - 270,093 9,695 (23,083,112) 302,527
Loss for the year - - - - - - - (400,940) (400,940)
Exchange differences on translation of foreign operations - - - - - - (714) - (714)
Total comprehensive loss for the year - - - - - - (714) (400,940) (401,654)
Transactions with shareholders: - - - - - - - -
Loan issued - - - - 170,000 - - - 170,000
Shares issued 250,000 - - - - - - - 250,000
Cost of shares issued - (9,700) - - - - - - (9,700)
Share based payments - - - - - 79,757 - - 79,757
Movement in the year - - - - 2,319 - 14,372 - 16,691
Transactions with owners, recognised directly in equity 250,000 (9,700) - - 172,319 79,757 14,372 - 506,748
Balance at 31 December 2025 2,467,098 20,695,437 23,616 160,000 172,319 349,850 23,353 (23,484,052) 407,621
The accompanying accounting policies and notes are an integral part of these
financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
GROUP
2025 2024
£ £
Loss after tax (400,940) (327,103)
Adjustment for:
Depreciation and amortisation 91,165 54,473
Intangible write down 241,507 -
Decrease/(Increase) in inventory 3,768 -
Share based payment expense 79,757 188,397
Foreign exchange (loss)/ gain 60,319 (22,913)
Finance costs 2,319 (410)
Decrease/(increase) in receivables 24,330 (29,936)
(Decrease)/ increase in payables (27,889) 1,333
Net cash generated from/(used in) operating activities 74,336 (136,159)
Cash flows used in investing activities:
Acquisition of Kirkstall 8,871 -
Purchase of intangible assets (264,397) (308,982)
Net cash used in investing activities (255,526) (308,982)
Cash flows from financing activities
Shares issued net of share costs 240,300 359,890
Net cash from financing activities 240,300 359,890
Net increase/ (decrease) in cash and cash equivalents 59,110 (85,251)
Cash and cash equivalents brought forward 53,500 138,751
Cash and cash equivalents carried forward 112,610 53,500
The accompanying accounting policies and notes are an integral part of these
financial statements.
Material non cash items
Within operating activities there is a share based payment expense of £79,757
(2024: £188,397) which is a noncash movement. During the year there was an
intangible write down of £241,507 which were is also non cash movements.
There were no such impairments in 2024. During the previous year, the
convertible loans totalling £100,953 were converted into shares, this also
represents a non cash movement
Imaging Biometrics Limited (Formerly known as IQ-AI Limited)
Notes to the financial statements
Annual Report and Financial Statements
For the year ended 31 December 2025
1. Summary of significant accounting policies
Imaging Biometrics Limited (the "Company") is a limited liability company
limited by shares incorporated and domiciled in Jersey. The address of the
registered office is given on page 52. During the year, following approval at
the AGM, the company changed its name from IQ-AI Limited to Imaging Biometrics
Limited.
The financial statements are presented in pound sterling ("£"), which is also
the functional currency of the company, since that is the currency of the
primary environment in which the Group and Company operates. The subsidiary's
functional currency is the United States dollar ("$").
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated. The
individual company information has been omitted from the annual accounts this
year as these are not required under Jersey company law.
Basis of preparation
These financial statements have been prepared and approved by the Directors in
accordance with the EU-endorsed international financial reporting standards.
The financial statements have been prepared under the historical cost
convention except for certain items recorded at fair value, such as goodwill.
The preparation of financial statements in conformity with EU-endorsed IFRS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 2.
Going concern
The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Chief
Executive Officer's Statement. In addition, note 21 to the financial
statements includes the Group's and Company's objectives, policies and
processes for managing its capital and its financial risk management
objectives.
The Group meets its day to day working capital requirements through its
revenue generating cashflows, discrete fund raises and the issue of
convertible loan notes. No such fund raises and issues of convertible loans
are planned at this time as these are not currently required. Revenue
generating cashflows are considered to be from the sales generated from
Imaging Biometics LLC and Kirkstall Limited.
The current economic conditions continue to create uncertainty, particularly
over (a) the level of demand for the group's products; and (b) the
availability of finance for the foreseeable future. However, current sales
pipeline is strong and the Directors are satisfied that the Group has
sufficient resources to meet any obligations over the going concern period. At
31 December 2025, the Group had cash balances of £112,610 (2024: £53,500).
Taking in to account the comments above, the Directors have, at the time of
approving the financial statements, a reasonable expectation that the Company
and the Group have adequate resources to continue in operational existence for
the foreseeable future. Therefore, they continue to adopt the going concern
basis of accounting in preparing the financial statements. There has been no
direct impact to the Company and the Group due to the war in the Ukraine.
New standards, amendments and interpretations adopted by the Group and Company
The Group has adopted all recognition, measurement and disclosure requirements
of IFRS, including any new and revised standards and interpretations of IFRS,
in effect for annual periods commencing on or after 1 January 2025. The
adoption of these standards and amendments did not have any material impact on
the financial result of position in the Group.
At the date of authorisation of these financial statements, the following
Standards and Interpretation, which have not yet been applied in these
financial statements, were in issue, but not yet effective:
Standards /interpretations Application
IAS 1 amendments Presentation and Classification of Liabilities as Current or Non current
IAS 16 Amendments Lease liability in a sale and leaseback
IAS 1 Amendments Presentation of Financial Statements
There are no IFRS's or IFRIC interpretations that are not yet effective that
would be expected to have a material impact on the Company or Group.
Basis of consolidation
The Group financial statements consolidate the financial statements of the
Company and all its subsidiaries ("the Group"). Subsidiaries include all
entities over which the Group is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those
returns through its power over the investee. The existence and effect of
potential voting rights that are currently exercisable or convertible are
considered when assessing whether the Group controls another entity.
Subsidiaries are consolidated from the date on which control commences until
the date that control ceases. Intra-group balances and any unrealised gains
and losses on income or expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
The acquisition method of accounting is used to account for business
combinations. The cost of an acquisition is measured as the fair value of the
assets given, equity instruments issued, and liabilities incurred or assumed
at the date of exchange, and the equity interests issued. Identifiable assets
acquired, and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair value at the acquisition
date. Acquisition related costs are expensed as incurred. Where necessary,
amounts reported by subsidiaries have been adjusted to conform with the
Group's accounting policies.
Goodwill
Goodwill on acquisition of subsidiaries represents the excess of the cost of
acquisition over the fair value of the Group's share of the identifiable net
assets and contingent liabilities acquired. Identifiable assets are those
which can be sold separately, or which arise from legal rights regardless of
whether those rights are separable. Goodwill on acquisition of subsidiaries is
included in intangible assets. Goodwill is not amortised but is tested
annually, or when trigger events occur, for impairment and is carried at cost
less accumulated impairment losses.
Foreign currency translation
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement. Foreign exchange gains and losses are presented in the income
statement within 'finance income or costs.'
The results and financial position of Group entities that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities for each Statement of Financial Position
presented are translated at the closing rate at the date of that Statement of
Financial Position;
· income and expenses for each Income Statement presented are
translated at average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the
rate on the dates of the transactions); and
· all resulting exchange differences are recognised in other
comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate. Exchange differences arising are recognised in
other comprehensive income.
Inventories
Inventories as designated at the lower of cost and net realisable value, after
making due
allowance for obsolete and slow moving items.
Business combinations
The Group uses the purchase method of accounting to account for acquisition of
subsidiaries. The cost of an acquisition is measured as the fair value of
the assets given and equity instruments issued and liabilities incurred or
assumed at the date of exchange. Costs directly attributable to the
acquisition are immediately expensed. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair value at the acquisition date, irrespective
of the extent of any non-controlling interest. The excess of the cost of
acquisition over the fair value of the Group's share of the identifiable net
assets acquired is recorded as goodwill. If the cost of acquisition is
less than the fair value of the net assets of the subsidiary acquired, the
difference is recognised directly in the statement of comprehensive income.
The results and financial position of Group entities that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities for each Statement of Financial Position
presented are translated at the closing rate at the date of that Statement of
Financial Position;
· income and expenses for each Income Statement presented are
translated at average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the
rate on the dates of the transactions); and
· all resulting exchange differences are recognised in other
comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate. Exchange differences arising are recognised in
other comprehensive income.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation.
Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the group and the cost
of the item can be measured reliably. The carrying amount of the replaced part
is derecognised. All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
Depreciation on other assets is calculated using the straight-line method to
allocate their cost or revalued amounts to their residual values over their
estimated useful lives, as follows:
Equipment
3 - 8 years
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
Intangible assets - Intellectual property and internally generated software
Separately acquired intellectual property is shown at historic cost.
Intellectual property acquired in a business combination is recognised at fair
value at the acquisition date. Amortisation is calculated using the
straight-line method over the estimated useful life of up to 5 years.
Development costs that are directly attributable to the design and testing of
identifiable and unique software products controlled by the Group are
recognised as intangible assets when the following criteria are met:
· it is technically feasible to complete the software product so
that it will be available for use;
· management intends to complete the software product and use or
sell it;
· there is an ability to use or sell the software product;
· it can be demonstrated how the software product will generate
probable future economic benefits;
· adequate technical, financial and other resources to complete the
development and use or sell the software product are available; and
· the expenditure attributable to the software product during its
development can be reliably measured.
Directly attributable costs that are capitalised as part of the software
product include the software development employee costs and an appropriate
portion of relevant overheads.
Other development expenditure that does not meet these criteria is recognised
as an expense as incurred. Development costs previously recognised as an
expense are not recognised as an asset in a subsequent period. Software
development costs recognised as assets are amortised over their estimated
useful lives, which do not exceed 5 years. Amortisation commences when
regulatory approval is obtained, and the product is commercially available.
Impairment of non-financial assets
Intangible assets that have an indefinite useful life or intangible assets not
ready to use are not subject to amortisation and are tested annually for
impairment. Assets that are subject to amortisation are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's fair value less
costs of disposal and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). Prior impairments of
non-financial assets (other than goodwill) are reviewed for possible reversal
at each reporting date.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's
balance sheet when the Group becomes a party to the contractual provisions of
the instrument.
Financial assets
The Group classifies its financial assets in the following categories
financial assets as "at fair value through profit and loss" and "loans and
receivables". The classification depends on the nature and purpose of the
financial assets and is determined at the time of initial recognition.
Management determines the classification of its financial assets at initial
recognition.
Loans and receivables
Trade receivables are amounts due from customers for merchandise sold or
services performed in the ordinary course of business. Trade receivables are
held with the objective of collecting the contractual cash flows. If
collection is expected in one year or less (or in the normal operating cycle
of the business if longer), they are classified as current assets. If not,
they are presented as non-current assets.
Trade receivables are recognised initially at fair value, and subsequently
measured at amortised cost using the effective interest method, less provision
for impairment. The Group applies the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss allowance for all
trade receivables and contract assets.
Due to the short-term nature of the other current receivables, their carrying
amount is considered to be the same as their fair value.
A financial asset is assessed at each reporting date to determine whether
there is any evidence that it is impaired. A financial asset is considered
impaired if objective evidence indicates that one or more events have had a
negative effect on the estimated future cash flows of that asset. Individual
significant financial assets are tested for impairment on an individual basis.
The remaining financial assets are assessed collectively in groups that share
similar credit risk characteristics. All impairment losses are recognised in
the consolidated income statement.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks and other short-term highly liquid investments with maturities of three
months or less.
Financial liabilities and equity instruments issued by the group
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities. Equity instruments issued by the Group
are recorded at the proceeds received, net of direct issued costs.
Convertible loan notes
The convertible loan note ("CLN") is a compound financial instrument that can
be converted to share capital at the option of the holder. As the CLN, and the
accrued interest, can only be repaid by the issue of shares, it has been
recognised in equity only, with no liability component. Interest is accounted
for on an accruals basis and charged to the Consolidated Income Statement and
added to the carrying amount of the equity component of the CLN.
Trade and other payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method. The carrying amounts of trade and other payables are considered to be the same as their fair values.
Segment reporting
An operating segment is a component of the Group that engages in business
activity from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with and of the Group's
other components. All operating segments' operating results, for which
discrete financial information is available, are reviewed regularly by the
Group's Board to make decisions about resources to be allocated to the segment
and assess its performance. The Group reports on a two-segment basis - holding
company expenses and medical software.
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares and share options are recognised
as a deduction from equity, net of any tax effects, from the proceeds.
Share-based payments
The Company operates an equity-settled, share-based compensation plan, under
which the entity receives services from employees as consideration for equity
instruments (options) of the Company. The fair value of the employee
services received in exchange for the grant of the options is recognised as an
expense. The total amount to be expensed is determined by reference to the
fair value of the options granted:
· including any market performance conditions (for example, an
entity's share price);
· excluding the impact of any service and non-market performance
vesting conditions (for example, profitability or sales growth targets, or
remaining an employee of the entity over a specified time period); and
· including the impact of any non-vesting conditions (for example,
the requirement for employees to save or holding shares for a specific period
of time).
At the end of each reporting period, the group revises its estimates of the
number of options that are expected to vest based on the non-market vesting
conditions and service conditions. It recognises the impact of the revision to
original estimates, if any, in the income statement, with a corresponding
adjustment to equity.
In addition, in some circumstances employees may provide services in advance
of the grant date and therefore the grant date fair value is estimated for the
purposes of recognising the expense during the period between service
commencement period and grant date.
When the options are exercised, the company issues new shares. The proceeds
received net of any directly attributable transaction costs are credited to
share capital (nominal value) and share premium.
The grant by the Company of options over its equity instruments to the
employees of subsidiary undertakings in the Group is treated as a capital
contribution. The fair value of employee services received, measured by
reference to the grant date fair value, is recognised over the vesting period
as an increase in investment in subsidiary undertakings, with a corresponding
credit to equity in the parent entity accounts.
The social security contributions payable in connection with the grant of the
share options is considered an integral part of the grant itself, and the
charge will be treated as a cash-settled transaction.
Revenue recognition
The group derives revenue from the transfer of goods and services at a point
in time and over time. Revenue from external customers arise on the sales of
software licences, including associated maintenance, and consultancy services.
Revenue from licence sales is measured at the agreed transaction price at a
point in time. A receivable is recognised when access to the software is
granted, since this is the point in time that the consideration is
unconditional because only the passage of time is required before the payment
is due. Support and maintenance services are provided on the product supplied;
this is deemed to be a separately identifiable product and is recognised over
time. Revenue from consulting services are recognised in the accounting period
in which the services are rendered.
Taxation
The Company is registered in Jersey, Channel Islands and is taxed at the
Jersey Company standard rate of 0%. However, the Company's subsidiaries are
situated in jurisdictions where taxation may become applicable to local
operations.
The major components of income tax on profit or loss include current and
deferred tax.
The tax currently payable is based on the taxable profit for the period using
the tax rates that have been enacted or substantially enacted by the balance
sheet date. Taxable profit differs from the 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.
Deferred tax is provided in full, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the Group financial statements. Deferred tax is determined
using tax rates that have been enacted or substantially enacted at the balance
sheet date and are expected to apply when the related deferred income tax
asset is realised of the deferred tax liability is settled.
Deferred tax assets are only recognised to the extent that it is probable that
future taxable profit will be available against which the asset can be
utilised. Deferred tax is charged or credited in the income statement, except
when it relates to items charged or credited to equity, in which case the
deferred tax is also dealt with in equity.
2. 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.
Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The
resulting accounting estimates will, by definition, seldom equal the related
actual results. The estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below.
Impairment of intangible assets
Impairment tests on intangible assets are undertaken annually at the financial
year end. The directors have reviewed the valuation of all intangibles in the
year and concluded that there is an intangible asset impairment of £241,507
(2024: Nil). Refer to Note 10 and Note 11.
Goodwill is not amortised but is tested annually, or when trigger events
occur, for impairment and is carried at cost less accumulated impairment
losses.
Share Based Payments
The directors have estimated the share based payment by using the Black
Scholes model, taking into account the terms and conditions upon which the
options were granted.
Critical judgments in applying the entity's accounting policies
The following are the critical judgements that the Directors have made in the
process of applying the Group's accounting policies and that have the most
significant effect on the amounts recognised in the financial statements.
Capitalisation of internally developed software and goodwill
Distinguishing the research and development phases of the software suites and
determining whether the recognition requirements for the capitalisation of
development costs are met requires judgement. After capitalisation, management
monitors whether the recognition requirements continue to be met and whether
there are any indicators that capitalised costs may be impaired. Refer to Note
11. For the acquisition of goodwill, and assessment of the fair value on
acquisition was carried out. See note 20 for further details.
3. Segmental analysis
The Directors are of the opinion that under IFRS 8 - "Segmental Information"
the Group operated in four primary business segments in 2025: being holding
company expenses, medical software, Oral GaM and organ-on-a-chip platform. The
secondary segment is geographic. The Group's losses and net assets by
primary business segments are shown below. Organ-on-chip column represents
figures from Kirkstall Limited which was acquired in the year.
Segmentation by continuing businesses:
The following is an analysis of the Group's assets and liabilities by
reportable segment as at 31 December 2025 and the capital expenditure for the
year then ended:
Holding company Medical Software Oral GaM Organ-on-a-chip Total
Total assets 42,313 231,854 - 60,941 335,108
Total liabilities (101,862) (376,687) (114,222) (13,733) (606,504)
Intangible assets 165,639 497,388 - 15,031 678,058
PP&E - 655 - 304 959
106,090 353,210 (114,222) 62,543 407,621
The following is an analysis of the Group's assets and liabilities by
reportable segment as at 31 December 2024 and the capital expenditure for the
year then ended:
Holding company Medical Software Oral GaM Total
Total assets 20,958 230,496 - 251,454
Total liabilities (88,010) (423,421) (115,711) (627,142)
Intangible assets 72,640 604,633 - 677,273
PP&E - 942 - 942
5,588 412,650 (115,711) 302,527
The following is an analysis of the Group's revenue and results by reportable
segment in 2025:
Holding company Medical software Oral GaM Organ-on-a-chip platform Total
Revenue - 620,127 128,325 39,696 788,148
Cost of sales - (12,728) - (38,148) (50,876)
Gross profit - 607,399 128,325 1,548 737,272
Administration expenses (418,732) (328,215) (70,817) (10,754) (828,518)
Depreciation and amortisation - - - - -
Share-based payment (65,872) - - - (65,872)
Other income 4 - - - 4
Operating profit / (loss) (484,600) 279,184 57,508 (9,206) (157,114)
Impairment of goodwill and intangible assets - - (241,507) - (241,507)
Finance costs (2,319) - - - (2,319)
Profit / (loss) before tax (486,919) 279,184 (183,999) (9,206) (400,940)
Tax (charge) / credit for the year - - - - -
Profit / (loss) for the year (486,919) 279,184 (183,999) (9,206) (400,940)
The following is an analysis of the Group's revenue and results by reportable
segment in 2024:
Holding company Medical software Oral GaM Total
Revenue - 671,864 78,241 750,105
Cost of sales - (7,766) - (7,766)
Gross profit - 664,098 78,241 742,339
Administration expenses (381,000) (331,269) (120,112) (832,381)
Depreciation and amortisation - (54,457) - (54,457)
Share-based payment (183,019) - - (183,019)
Other income 5 - - 5
Operating profit / (loss) (564,014) 278,372 (41,871) (327,513)
Impairment of goodwill and intangible assets - - - -
Finance costs 410 - - 410
Profit / (loss) before tax (563,604) 278,372 (41,871) (327,103)
Tax (charge) / credit for the year - - - -
Profit / (loss) for the year (563,604) 278,372 (41,871) (327,103)
Segmentation by geographical area:
2025 2024
£ £
Revenue to external customers
United Kingdom 22,487 4,350
China 20,018
Switzerland - 12,837
European Union 12,488 11,866
South America 13,074 -
Australia 227 -
United States of America 719,854 721,052
788,148 750,105
The following is an analysis of the Group's assets and liabilities by
reportable segment as at 31 December 2025 and the capital expenditure for the
year then ended:
Jersey United Kingdom United States of America Total
Total assets 42,313 61,015 231,780 335,108
Total liabilities (101,861) (13,733) (490,910) (606,504)
Intangible assets 165,639 15,031 497,388 678,058
PP&E - 304 655 959
106,091 62,617 238,913 407,621
The following is an analysis of the Group's assets and liabilities by
reportable segment as at 31 December 2024 and the capital expenditure for the
year then ended:
Jersey United Kingdom United States of America Total
Total assets 20,958 74 230,421 251,453
Total liabilities (88,010) - (539,132) (627,142)
Intangible assets 72,566 - 604,708 677,274
PP&E - - 942 942
5,514 74 296,939 302,527
The following is an analysis of the Group's revenue and results by reportable
segment in 2025:
Jersey United Kingdom United States of America Total
Revenue - 39,696 748,452 788,148
Cost of sales - (38,148) (12,728) (50,876)
Gross profit - 1,548 735,724 737,272
Administration expenses (484,604) (10,754) (399,032) (894,390)
Other income 4 - - 4
Operating profit / (loss) (484,600) (9,206) 336,692 (157,114)
Impairment of goodwill and intangible assets - - (241,507) (241,507)
Finance costs (2,319) - - (2,319)
Profit / (loss) before tax (486,919) (9,206) 95,185 (400,940)
Tax (charge) / credit for the year - - - -
Profit / (loss) for the year (486,919) (9,206) 95,185 (400,940)
The following is an analysis of the Group's revenue and results by reportable segment in 2024:
Jersey United Kingdom United States of America Total
Revenue - - 750,105 750,105
Cost of sales - - (7,766) (7,766)
Gross profit - - 742,339 742,339
Administration expenses (564,019) - (505,838) (1,069,857)
Other income 5 - - 5
Operating profit / (loss) (564,014) - 236,501 (327,513)
Impairment of goodwill and intangible assets - - - -
Finance costs 410 - - 410
Profit / (loss) before tax (563,604) - 236,501 (327,103)
Tax (charge) / credit for the year - - - -
Profit / (loss) for the year (563,604) - 236,501 (327,103)
Revenue is attributable to the principal activities of the Group.
Group Group
2025, £ 2024, £
Grant income 59,862 167,586
Software income 560,265 582,519
EAP income 128,325 -
Organ-on-a-chip income 39,696 -
788,148 750,105
The Group derives revenue from the transfer of goods and services over time
and at a point in time in the following major product lines:
2025 Grant income Software income EAP income Organ-on-a-chip Total
Timing of revenue recognition
At a point in time 59,862 - 128,325 39,696 227,883
Over time - 560,265 - - 560,265
59,862 560,265 128,325 39,696 788,148
2024 Grant income Software income Total
Timing of revenue recognition
At a point in time 167,586 - 167,586
Over time - 582,519 582,519
167,586 582,519 750,105
4. Finance costs
2025 2024
£ £
Interest payable on unsecured convertible loan notes 2,319 (410)
5. Operating loss
2025 2024
£ £
The following items have been included in arriving at operating loss
Staff costs 271,491 316,683
Amortisation of internally generated intangible assets 90,911 53,711
362,402 370,394
Auditor's remuneration has been included in arriving at operating loss as
follows:
Fees payable to the Company's auditor and their associates for the audit of 44,530 39,500
the Group financial statements
Total audit fees payable to the Group auditors 44,530 39,500
6. Employee information
The average monthly number of employees (including Executive Directors) was:
2025 2024
Number Number
Administration 7 7
£ £
Staff costs (for the above employees)
Wages and salaries 269,100 314,382
Social security costs and pension contributions 2,391 2,301
Share based payment 79,757 188,397
351,248 505,080
Directors' remuneration and transactions
2025 2024
£ £
Directors' remuneration
Emoluments and fees 142,737 161,174
Share based payment 16,912 183,019
159,649 344,193
Remuneration of the highest paid director:
Emoluments and fees 100,000 100,000
Share based payment - 35,270
100,000 135,270
7. Income tax expense
2025 2024
The tax assessed for the period is different from the standard rate of income £ £
tax, as
Income tax as explained below:
Loss before tax on continuing operations (400,940) (327,103)
Loss before tax multiplied by the standard rate of Jersey income tax of 0% - -
Foreign tax rate difference - 5,628
Tax losses utilised - (5,628)
Tax losses carried forward - -
Tax (credit)/charge for period - -
The Group has potential cumulative unrecognised deferred tax assets in respect
of:
· excess trading loss of $960,476 (2024: $876,646) arising from
Imaging Biometrics LLC which will be offset against any future taxable profits
at the tax rate at that date
8. Earnings per share
Basic and diluted
Earnings per share is calculated by dividing the loss attributable to the
equity holders of the Company by the weighted average number of Ordinary
shares in issue during the period, excluding Ordinary shares purchased by the
Company and held as treasury shares.
2025 2024
Group:
Loss attributable to equity holders of the parent (£) (400,940) (327,103)
Weighted average number of shares in issue (Number) 241,504,310 217,954,592
Potentially dilutive ordinary shares 26,455,474 25,697,974
For diluted earnings per ordinary share 267,959,784 243,652,566
Basic loss per share (pence) from continuing operations (0.17) (0.15)
The diluted loss per Ordinary Share is calculated by adjusting the weighted
average number of Ordinary Shares outstanding to consider the impact of
options, warrants and other dilutive securities. As the effect of potential
dilutive Ordinary Shares in the current year would be anti-dilutive, they are
not included in the above calculation of dilutive earnings per Ordinary Share.
9. Property, plant and equipment
Equipment Total
Group £ £
Cost
At 1 January 2024 17,994 17,994
Additions - -
Exchange differences 275 275
At 31 December 2024 18,269 18,269
Additions 5,221 5,221
Exchange differences (886) (886)
At 31 December 2025 22,604 22,604
Depreciation
At 1 January 2024 (16,317) (16,317)
Charge for the year (763) (763)
Exchange differences (247) (247)
At 31 December 2024 (17,327) (17,327)
Charge for the year (254) (254)
Acquisition (4,883) (4,883)
Exchange differences 819 819
At 31 December 2025 (21,645) (21,645) -
Carrying amount
At 31 December 2025 959 959
At 31 December 2024 942 942
10. Goodwill
Group £
Cost
At 1 January 2024 - as restated 71,420
Exchange differences 1,220
Impairment -
At 31 December 2024 72,640
Exchange differences (5,250)
Acquisition of Kirkstall 98,249
Impairment -
At 31 December 2025 165,639
The goodwill at 31 December 2025 represents the goodwill recognised at the
purchase of the Company's subsidiary companies Imaging Biometrics LLC, Stone
Checker Software Limited and Kirkstall Limited. The goodwill is not amortised
but is reviewed on an annual basis for impairment, or more frequently if there
are indications that goodwill might be impaired. The impairment review for
Imaging Biometrics LLC and Kirkstall comprises a comparison of the carrying
amount of the goodwill with its recoverable amount (the higher of fair value
less costs to sell and value in use). The goodwill of Stone Checker Software
Limited has been fully impaired.
11. Intangible assets - intellectual property, imaging and diagnostic
software
Group £
Cost
At 1 January 2024 982,896
Exchange differences 7,869
Additions from internal development 308,982
Impairment -
At 31 December 2024 1,299,747
Exchange differences (38,664)
Additions from internal development 264,397
Acquisition of Kirkstall 17,150
Impairment (241,507)
At 31 December 2025 1,301,123
Accumulated Amortisation
At 1 January 2024 642,026
Exchange differences (623)
Charge for the year 53,711
At 31 December 2024 695,114
Exchange differences 2,679
Charge for the year 90,911
At 31 December 2025 788,704
Net book value
At 31 December 2025 512,419
At 31 December 2024 604,633
The Directors have reviewed the valuation of Stone Checker Software Limited in
the year and concluded that the current commercial position is that the asset
should be written down to its recoverable amount of £nil. Due to the low
income streams currently being generated from the EAP trial, the costs of the
EAP trial have being fully impaired during the year.
12. Investments in subsidiaries
At 31 December 2025, the Group consisted of a parent company, Imaging
Biometrics Limited, registered in Jersey and its three wholly owned
subsidiaries.
Subsidiaries:
Imaging Biometrics LLC
Registered Office: 13406 Watertown Plank Road, Elm Grove, WI 53122, United
States of America
Nature of business: develops ready-to-use software applications for the
healthcare industry.
Class of share %
Holding
Ordinary shares 100
Stone Checker Software Limited
Registered Office: Unit 12 Westway Business Centre, Marksbury, Bath, BA2 9HN,
United Kingdom
Nature of business: supplier of technology solutions in the field of kidney
stone analysis and kidney stone prevention.
Class of share %
Holding
Ordinary shares 100
Kirkstall Limited
Registered Office: Old Linen Court, 83-85 Shambles Street, Barnsley, S70 2SB
Nature of business: Supply of Quasi-Vivo a patented organ-on-a-chip platform
Class of share %
Holding
Ordinary shares 100
13. Trade and other receivables
Group
2025 2024
£ £
Trade receivables 134,581 159,712
Other receivables 2,891 5,409
Prepayments 40,121 32,833
177,593 197,954
In the Directors' opinion, the carrying amounts of receivables is considered a
reasonable approximation of fair value. The Group monitors on a monthly basis
the receivable balance and makes impairment provisions when debt reaches a
certain age. There are no significant known credit risks as at 31 December
2025 (2024: none).
14. Trade and other payables
Group
2025 2024
£ £
Other creditors 126,507 137,186
Accruals and deferred income 479,997 489,956
606,504 627,142
In the Directors' opinion, the carrying amount of payables is considered a
reasonable approximation of fair value.
15. Share capital
2025 2024 2025 2024
Number Number £ £
Allotted, called up and fully paid
Ordinary shares of 1p each 246,709,789 221,709,789 2,467,098 2,217,098
246,709,789 221,709,789 2,467,098 2,217,098
Reconciliation of movements during the year
Share Premium Share Capital
At 1 January 2025 20,705,137 2,217,098
Loan conversion - -
Issue of fully paid shares - 250,000
Cost of shares issued (9,700) -
At 31 December 2025 20,695,437 2,467,098
Reconciliation of share movements during the year
At 1 January 2025 221,709,789
On 18 March 2025, the company issued 25,000,000 Ordinary shares at £0.01 per 25,000,000
share by way of a fund raise
At 31 December 2025 246,709,789
16. Reserves
The Group's reserves are made up as follows:
Share capital: Represents the nominal value of the issued share capital.
Share premium account: Represents amounts received in excess of the nominal
value on the issue of share capital less any costs associated with the issue
of shares.
Capital redemption reserve: Reserve created on the redemption of the Company's
shares
Merger reserve: Represents the difference between the nominal value of the
share capital issued by the Company and the fair value of Stone Checker
Software Limited at the date of acquisition.
Convertible loan note reserve: Represents the equity portion of the
Convertible Loan Notes issued by the Company. See note 18 for further
details.
Foreign currency translation reserve: Reserve arising from the translation of
foreign subsidiaries at consolidation.
Retained earnings: Represents accumulated comprehensive income for the year
and prior periods.
17. Share-based payments
On 1 November 2018, 6,017,500 shares in Imaging Biometrics Limited were
granted under option to David Smith. The shares are exercisable at 2.60p and
the option will vest over 3 years, with 1/3(rd) vesting on 1 August 2019 and
the remainder vesting at a rate of 1/36(th) per month on the last day of each
month, until the shares become fully vested. The option will be exercisable
for 10 years and will lapse on 1 August 2028. There are no cash settlement
alternatives.
The fair value is estimated as at the date of grant using a Black-Scholes
model, taking into account the terms and conditions upon which the options
were granted. The following table lists the inputs to the model.
On 20 September 2022, 775,000 shares in Imaging Biometrics Limited were
granted under option to employees of Imaging Biometrics LLC. The shares are
exercisable at 2.253p and the options are exercisable over 10 years from the
date of grant. The fair value is estimated as at the date of grant using a
Black-Scholes model, taking into account the terms and conditions upon which
the options were granted. The following table lists the inputs to the model.
On 5 March 2024, 18,905,474 shares in Imaging Biometrics Limited were granted
under option to employees of Imaging Biometrics LLC and directors of Imaging
Biometrics Limited. The shares are exercisable at 1.90p and the options are
exercisable over 10 years from the date of grant. The fair value is estimated
as at the date of grant using a Black-Scholes model, taking into account the
terms and conditions upon which the options were granted. The following
table lists the inputs to the model.
On 17 February 2025, 1,550,000 shares in Imaging Biometrics Limited were
granted under option to employees of Imaging Biometrics LLC and 6,000,000
shares were granted to services providers. The shares are exercisable at
0.145p and 0.04p respectively and the options are exercisable over 10 years
from the date of grant. The fair value is estimated as at the date of grant
using a Black-Scholes model, taking into account the terms and conditions upon
which the options were granted. The following table lists the inputs to the
model.
2018
Exercise price (pence) 2.60p
Shares under option 6,017,500
Risk free interest (%) 2
Expected volatility (%) 52%
Expected life in years 3
2022
Exercise price (pence) 2.253p
Shares under option 775,000
Risk free interest (%) 3
Expected volatility (%) 65%
Expected life in years 5
2024
Exercise price (pence) 1.9p
Shares under option 18,905,474
Risk free interest (%) 4.04
Expected volatility (%) 85%
Expected life in years 4.5
2025
Exercise price (pence) 0.145p
Shares under option 1,550,000
Risk free interest (%) 4.18%
Expected volatility (%) 84%
Expected life in years 4.5
2025
Exercise price (pence) 0.04p
Shares under option 6,000,000
Risk free interest (%) 4.18%
Expected volatility (%) 84%
Expected life in years 4.5
The total charge for the year relating to share-based payments was £79,757
(2024: £188,397).
Share Options
The current year movement in Share Options is summarised below:
Date of Grant At 1 No of Options granted in year No of Options exercised in year No of Options lapsed in year At 31 December 2025 Exercise Price Date first Expiry date
January exercisable
2025
Employment Options granted
01 Nov 2018 6,017,500 - - - 6,017,500 £0.026 01 Aug 2019 01 Aug 2028
20 Sep 2022 775,000 - - - 775,000 £0.02253 20 Sep 2022 20 Sep 2032
05 Mar 2024 18,905,474 - - - 18,905,474 £0.019 05 Mar 2024 05 Mar 2034
17 Feb 2025 - 1,550,000 - - 1,550,000 £0.0145 17 Feb 2026 17 Feb 2035
17 Feb 2025 - 6,000,000 - - 6,000,000 £0.04 17 Feb 2026 17 Feb 2035
25,697,974 7,550,000 - - 33,247,974
The weighted average price was £0.024 (2024: £0.021). At the year end, the
number of exercisable shares were 23,810,474 (2024: 20,678,312) with a
weighted life of 7.35 years (2024: 8.73 years).
18. Convertible loan note reserve
2025 2024
£ £
At the beginning of the year - 100,953
Issued in the year 170,000 -
Interest charge for the year 2,319 (410)
Conversion - (100,543)
At the end of the year 172,319 -
The above reserve was created on the issue and conversions of the Convertible
Loan Notes ("CLNs"). The above amount relates to the equity portion of the
CLNs. The capital and accrued interest are wholly repayable by the issue of
shares in the Company. Interest is charged to the company at 6%.
During the year, a convertible loan of £170,000 was issued to the company as
consideration for the acquisition of Kirkstall Limited. See note 20 for the
fair value of net assets.
19. Commitments
Financial commitments
The Group had no contracts in respect of lessee arrangements. The registered
office is provided by the Company Secretary as part of their services. The
contract has a cancellation policy of 3 months.
20. Business Combination
Summary of acquisition - Kirkstall Limited
On 14 October 2025 the company acquired Kirkstall Limited for £170,000
through a convertible loan note (see note 18), giving it 100% ownership of the
company. The sole fair value adjustment recognised to date in relation to the
acquisition was the write off of amounts due to previous related parties
totalling £220,854. The company make use of the 12 month assessment period
under IFRS 3 to assess the fair values of the assets and liabilities acquired
as the company is implemented into the group's strategy and more information
becomes clear. The company has incorporated the book values of Kirkstall
Limited within this assessment for the purposes of these financial statements.
£
Fair value of net assets at 14 October 2025 71,751
Total Consideration 170,000
Goodwill of Kirkstall Limited 98,249
Details of the net assets acquired and goodwill are as follows:
£
Plant and equipment 339
Intangible assets 17,150
Cash 8,871
Trade receivables 2,949
Inventories 48,673
Prepayments 1,020
Trade payables and accruals (6,207)
Taxes and other creditors (1,044)
Net identifiable assets acquired 71,751
Revenue and profit contributed since acquisition
£
Revenue 39,696
Loss in the period (9,206)
Revenue and profit contributed from 1 January to 31 December 2025
Revenue 116,913
Loss in the year (48,787)
21. Financial instruments
Financial risk management
The Group's activities expose it to a variety of financial risks: market risk
(including currency risk, fair value interest rate risk, cash flow interest
rate risk and price risk), credit risk and liquidity risk. The Group's overall
risk management programme focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the Group's financial
performance.
The Group has exposure to the following risks from its use of financial
instruments:
(a) Credit risk
(b) Liquidity risk
(c) Market risk
(d) Currency risk
(e) Interest rate risk
(f) Capital risk management
This note presents information about the Group's exposure to each of the above
risks, the Group's objectives, policies and processes for measuring and
managing risks and the Group's management of capital. Further quantitative
disclosures are included throughout these consolidated financial statements.
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls, and
to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities.
The Group Audit Committee oversees how management monitors compliance with the
Group's risk management policies and procedures and reviews the adequacy of
the risk management framework in relation to the risks faced by the Group.
The Board of Directors has overall responsibility for the establishment and
oversight of the Group's risk management framework.
(a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer fails to
meet its contractual obligations. Each local entity is responsible for
managing and analysing the credit risk for each of their new clients before
standard payment and delivery terms and conditions are offered.
Trade and other receivables
The Group's exposure to credit risk is influenced by the type of customer the
Group contracts with. The Group has minimal trade receivables.
The immediate credit exposure of financial instruments is represented by those
financial instruments that have a net positive fair value by counterparty at
31 December 2025. The Group considers its maximum exposure to be:
2025 2024
£ £
Financial instrument
Cash and cash equivalents 112,610 53,500
Inventory 44,905 -
Trade and other receivables 177,593 159,712
335,108 213,212
All cash balances and short-term deposits are held with an investment grade
bank who is our principal banker (Barclays Bank PLC). Although the Group has
seen no direct evidence of changes to the credit risk of its counterparties,
the current focus on financial liquidity in all markets has introduced
increased financial volatility. The Group continues to monitor the changes to
its counterparties' credit risk.
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due.
The Board are jointly responsible for monitoring and managing liquidity and
ensures that the Group has sufficient liquid resources to meet unforeseen and
abnormal requirements. The current forecast suggests that the Group has
sufficient liquid resources.
The following are the contractual maturities of financial liabilities:
Carrying Contractual 6 months 6 to 12 1 to 2 2 to 5
31 December 2025 Amount cash flows or less months years years
£ £ £ £ £ £
Trade and other payables 606,504 - 606,504 - - -
Borrowings - - - - - -
606,504 - 606,504 - - -
Carrying Contractual 6 months 6 to 12 1 to 2 2 to 5
31 December 2024 Amount cash flows or less months years years
£ £ £ £ £ £
Trade and other payables 627,142 - 627,142 - - -
Borrowings - - - - - -
627,142 - 627,142 - - -
Available liquid resources and cash requirements are monitored using detailed
cash flow and profit forecasts which are reviewed at least quarterly, or more
often as required. The Directors decision to prepare these accounts on a going
concern basis is based on assumptions which are discussed in the going concern
paragraph in note 1.
(c) Market risk
Market risk is the risk that changes in market prices, such as foreign
exchange rates, interest rates and equity prices will affect the Group's
income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the return. Given the Group began
revenue generating operations in the year, the risk for the year was minimal.
(d) Currency risk
The Group is exposed to currency risk as the assets of its subsidiary, Imaging
Biometrics LLC, are denominated in US Dollars. At 31 December 2025, the net
foreign liabilities were £478,680 (2024: £539,132). Differences that arise
from the translation of these assets from US Dollar to Pound Sterling are
recognised in other comprehensive income and the cumulative effect as a
separate component in equity.
(e) Interest rate risk
The Group has no floating rate loans. Therefore, the Group has no exposure to
interest rate risk.
(f) Capital risk management
The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
stakeholders as well as sustaining the future development of the business. In
order to maintain or adjust the capital structure, the Group may adjust
dividends paid to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debt.
The capital structure of the Group consists of net debt, which includes loans,
cash and cash equivalents, and equity attributable to equity holders of the
parent, comprising issued capital, reserves and retained earnings.
Fair value of financial assets and liabilities
Book value Fair value Book value Fair value
2025 2025 2024 2024
£ £ £ £
Financial assets
Cash and cash equivalents 112,610 112,610 53,500 53,500
Inventory 44,905 44,905 - -
Trade and other receivables 177,593 177,593 159,712 159,712
Total at amortised cost 335,108 335,108 213,212 213,212
Financial liabilities
Trade and other payables 606,504 606,504 627,142 627,142
Borrowings - - - -
Total at amortised cost 606,504 606,504 627,142 627,142
22. Related party transactions
Non-Executive director, Brett Skelly, is also an employee of GBAC Limited.
During the year GBAC Limited charged the Company a total of £30,000 (2024:
£30,000) in respect of services provided by Mr Skelly. The balance
outstanding at year end was £nil (2024: £nil).
During the year Kirkstall Limited was acquired by Imaging Biometrics Limited.
Truetide plc owned 86.11% of Kirkstall Limited at the time of the transaction
and also owns 29.35% of Imaging Biometrics Limited.
23. Ultimate Controlling Party
There is no ultimate controlling party.
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