REG - IQ-AI Limited - Publication of Annual Report
25/04/2025 14:00
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RNS Number : 2817G IQ-AI Limited 25 April 2025
IQ-AI Ltd
("IQ-AI" or "the Company")
Publication of Annual Report
The Board of IQ-AI Ltd is pleased to announce the Company's audited financial
statements for the year ended 31 December 2024.
The Annual Report will be available on the Company's corporate website
at www.iq-ai.ltd (http://www.iq-ai.ltd/) .
--ENDS-
The Directors of the Company accept responsibility for the contents of this
announcement.
For further information, please contact:
IQ-AI Ltd
Trevor Brown/Dr Musella/Brett Skelly/Michael Schmainda
Tel: 020 7469 0930
Peterhouse Capital Limited (Financial Adviser and Broker)
Tel: 020 7220 9797
Highlights
· Revenue grew by over 20% in 2024, reaching $959k (£750k), up from -
$758k (£609k) in 2023.
· Financial results improved significantly with losses of £327k halved
compared to 2023 (£624k). Without the share options' accounting treatment,
losses would have reduced further to £140k. Cash burn also improved. We are
expecting a modest loss this year, and expect to at least break even, or
achieve a profit next year, if current trends continue.
· GE Healthcare is now a sales partner, with training for their sales
and marketing teams recently completed. GEH has provided the Company with
promising sales projections.
· Post-year end fundraise of £250k.
IB Clinic
IB Clinic, our umbrella product for all IB software platforms, is expanding in
both use and application.
IB Neuro is our leading MR DSC perfusion processing platform, featuring unique
correction algorithms and image calibration technology for accurate results
across scanners, field strengths, patients, and time points. It helps
standardize perfusion approaches and supports Fractional Tumour Burden (FTB)
mapping. Supported by scientific studies, IB Neuro aids clinicians in
diagnosis, biopsy accuracy, treatment response quantification, and planning
for surgery and laser ablation.
IB Delta Suite creates Delta T1 maps from routine MR exams, essential for FTB
mapping. These maps visualize contrast enhancement accurately, removing
confounding factors like post-surgical blood.
While IB Neuro and IB Delta Suite focus on neuro applications, IB DCE and IB
Diffusion provide whole-body insights on blood flow and water diffusion.
StoneChecker and Liver Surface Nodularity ("LSN") are advanced computed
tomography (CT) processing applications designed to assist clinicians in the
non-invasive assessment of kidney stones and liver health. StoneChecker
utilizes texture analysis to provide data that aids in determining an optimal
treatment plan for patients with kidney stones. LSN employs proprietary
algorithms to evaluate the roughness of a liver's surface, which has a direct
correlation with liver disease. Both applications enhance clinical
decision-making through detailed imaging analysis.
In 2024, we focused on incorporating AI technology for automated segmentation.
This AI model will be used across multiple platforms, including FTB maps.
Before this feature, we released FTB Express maps, an unsegmented "whole
brain" version that aids clinical interpretation and increases productivity.
We launched IB ASL™ to measure cerebral blood flow (CBF) for assessing
stroke, dementia, and other neurological conditions. ASL is a non-invasive MRI
technique that labels water molecules in the blood to create detailed
perfusion maps without a contrast agent, making it suitable for paediatric
patients and those with compromised renal function.
ASL's clinical adoption is increasing as its technology becomes more reliable,
supported by published research. IB ASL's initial release is being prepared
for distribution, with one US site already eager to receive it. It will be
sold on an annual subscription basis like other IB Clinic modules.
Marketing efforts for IB Clinic emphasize FTB maps. From March to June 2025,
six presentations at global conferences will showcase FTB maps' application in
diagnosis, treatment monitoring, surgical guidance, and assessment of surgical
resection, aiding clinicians in treating brain tumour patients at every stage.
IB Zero G
IB Zero G, our innovative technology designed to eliminate the need for
gadolinium contrast agents in standard imaging, is still in its early
development phase. While the potential impact of a commercially viable product
is promising, we are currently prioritizing internal resources on projects
with more immediate and tangible revenue potential. This includes our
non-contrast imaging platforms, such as IB ASL, and IB Neuro's exclusive
low flip angle (LFA) approach, which enables a 50% reduction in
gadolinium-based contrast administration for MR perfusion image analysis.
IB Nimble
Telemedicine has rapidly grown since the Covid-19 pandemic, with remote
consultations becoming routine due to technological advancements. IB Nimble
supports healthcare providers by offering vital information at their
fingertips, enabling efficient virtual collaboration among clinicians and
delivering personalized care promptly.
IB Nimble fills a valuable niche in time-sensitive care settings like
emergency rooms, enhancing efficiency through instant collaboration. Dr.
Joseph Bovi is the primary spokesperson.
Additional resources have been allocated to expedite IB Nimble's enhancement.
Following these improvements, we plan to develop a patient-centric app for
symptom reporting, creating a global data repository for AI-based solutions
like large language models (LLMs). This repository aims to become a major
archive for treatment-specific data, facilitating customized treatment plans
with accurate predictions.
IB Nimble will also optimize multi-centre clinical trials, addressing common
issues such as errors and delays, leveraging our experience from previous
trials and insights from our current Phase 1 trial.
IB003 candidate drug for Glioblastoma (GBM)
In March 2022, our Phase 1 clinical trial for gallium maltolate (IB003) began
enrolling participants to determine its maximum tolerated dose. During the
course of the trial, we also received FDA designations including Orphan Drug,
Rare Paediatric Disease, and Fast Track. Due to the lack of toxicity, higher
doses than initially planned were tested, slightly delaying trial completion.
Encouragingly, patients tolerated the agent well, with no adverse events
reported so far. A few high-dose patients experienced manageable diarrhoea and
continued treatment. The trial has now entered the final "expansion" phase
with three more patients at the recommended Phase 2 dose, each of whom must
complete at least one month of treatment for the trial to conclude.
Though the trial has still to be completed, we present the following interim
analysis of the trial data.
The overall survival ("OS") for patients with glioblastoma (GBM) averages
approximately 8 months based on extensive data collected in over 168,000
patients (2024 CDC/Central Brain Tumor Registry Report). For patients
undergoing standard of care treatment, consisting of surgery, chemotherapy,
and radiation therapy, the median OS extends to 14-15 months, which can be
prolonged to about 20 months when another surgery can be performed at the time
of recurrence.
To date, the trial has 23 patients with evaluable data and, of those, 19 had
redo surgeries. The data is showing improved patient outcomes with an OS 14
months from the initiation of GaM treatment and 32 months from the time of
initial diagnosis. This represents a positive signal of response, even though
a Phase 1 trial is not designed or powered to directly address outcomes.
Another measure of outcome, which is based on conventional radiologic imaging,
is progression free survival ("PFS"). PFS may provide an earlier indication of
response. However, both tumour and treatment response can appear the same on
the standard MRIs used for this assessment, making it difficult to accurately
measure PFS, which is also true of the current trial. To address this
limitation, investigators are using IB's FTB maps to gain further insight into
treatment response and expect them to provide a more accurate and earlier
assessment of response.
In summary, GBM presents significant challenges, with most patients facing a
prognosis of less than one year. The preliminary Phase 1 results are
encouraging and motivate progression to a Phase 2 trial designed to fully
assess efficacy.
For recurrent GBM patients, the study suggests that GaM, as a single therapy
or in combination, may offer a survival benefit longer than expected, even if
the tumour progresses early. However, further research is required to confirm
these findings and to develop more effective strategies for managing this
challenging condition. We continue to evaluate potential partners and sponsors
to join us in furthering the development of IB003. This includes continuing
our conversations with prospective partners, sharing the promising results
with respect to signals of efficacy, and keeping them abreast of the trial's
progress.
An "end of Phase 1" meeting will be requested with the FDA in Q2, from which
we will look forward to receiving the FDA's feedback and guidance as a Fast
Track Designated agent.
Valuable and exciting pre-clinical research continues by our scientific
collaborators at MCW. These studies unveil promising new opportunities for
IB003 including using IB003 in combination with other therapies.
We are monitoring Congressional activity regarding the rare paediatric disease
priority review voucher (PRV) program. If not reauthorized, only agents
approved by September 30, 2026, will be eligible for a voucher. There is hope
Congress will extend the program, which has been crucial for developing
treatments for rare paediatric diseases without government costs. If it ends,
the impact on rare paediatric disease drug development would be significant.
Expanded Access Program
Due to the poor prognosis for brain tumour patients and the good tolerance of
our agent in Phase 1 trials, we decided to start an expanded access program
(EAP) at the end of 2023. EAPs provide investigational agents to patients who
have no other treatment options and are not part of drug development. Using
the FDA's cost recovery mechanism, we can charge patients for the direct costs
of the agent.
In May 2024, we received a "study may proceed" notice from the FDA and,
shortly thereafter, obtained authorization for the cost recovery component. At
the time of this writing, eleven patients have subscribed to the EAP and eight
are currently receiving treatment. Of those eight, two have surpassed five
months. For patients with this condition, the historical progression-free
survival (PFS) is 1.5 - 4.5 months 1 .
1. McBain C, Lawrie TA, Rogozińska E, Kernohan A, Robinson T, Jefferies S.
Treatment options for progression or recurrence of glioblastoma: a network
meta-analysis. Cochrane Database Syst Rev. 2021 May 4;5(1):CD013579. doi:
10.1002/14651858.CD013579.pub2. PMID: 34559423; PMCID: PMC8121043.
The Musella Foundation for Brain Tumor Research and Information, Inc. remains
a dedicated advocate for the development of IB003. They supported our
sponsorship of the Phase 1 clinical trial and, more recently, the initiation
of our Expanded Access Program (EAP). Furthermore, they have provided an
efficient platform for generous donors to make tax-deductible contributions to
help patients offset expenses associated with participating in the EAP.
Our active EAP sites are strategically located across the United States,
accommodating patients who travel across state lines to join. Fortunately,
participation in our EAP does not necessitate frequent hospital visits. As
IB003 is administered orally, its treatment is convenient and can be
undertaken at home. Currently, eight patients are actively enrolled in the
EAP, with participation durations ranging from one to seven months.
Orphan diseases, being rare, impact a relatively small number of individuals.
Given the limited patient population, pharmaceutical companies may be less
inclined to allocate resources to research and development of treatments for
these conditions. Leveraging the benefits and tax incentives provided by the
Orphan Drug Act of 1983, we are committed to progressing the development of
IB003. The results from Phase 1 clinical trials and the real-world data
collected from the EAP represent the most expedient pathway towards addressing
this significant unmet clinical need.
Change of name
IQ-AI Limited will change its name to Imaging Biometrics Limited to eliminate
confusion and reflect that Imaging Biometrics is the sole operating
subsidiary. This rebranding simplifies our identity for investors and
partners, building upon the excellent service for which we are known. Our
ticker (EPIC) symbol will change to IBAI on the London Stock Exchange.
Operations, services, and shareholder commitments will continue without
disruption.
Outlook
Although there has been considerable product development and innovation over
past years, profits have been elusive. Currently our market capitalisation is
around £1.8m, one of the lowest it has been, despite obvious value
enhancement. The Company currently has no debt, a large bank of IP, and the
potential of revenue and further value realisation from the Clinical trial and
EAP initiatives and developed products. The directors share the frustration of
shareholders with the valuation accorded the Company by the market, not least
because we are also significant shareholders. The Company continues to have
huge potential in the opinion of the directors, though this does not appear to
be a view shared by the market if one takes the current share price as a
guide.
By way of example, in 1998 Apple Inc's share price was $0.31 (adjusted for
splits). In the ensuing next 8 years, it fluctuated between $0.53 and $6.07.
Today, it trades around $236 with one of the largest global market caps. This
exemplifies the unpredictability of markets and the difficulty in forecasting
long-term investment outcomes.
IQ-AI has now been quoted for 8 years. Many IQAI shareholders, including the
major holders, will be painfully aware that investments are a long-term
endeavour with unpredictable results. Meanwhile, endurance and patience are
the most useful qualities for shareholders to possess until a conclusion is
reached.
Trevor Brown
Chief Executive Officer
Consolidated Income Statement
For the year ended 31 December 2024
2024 2023
Notes £ £
Continuing operations
Revenue 750,105 609,390
Cost of sales (7,766) (11,636)
Gross profit 742,339 597,754
Administrative expenses (1,069,857) (1,004,086)
Other income 5 8
Operating loss 5 (327,513) (406,324)
Impairment of goodwill and intangible assets 10 & 11 - (207,627)
Finance costs 4 410 (9,865)
Loss before income tax (327,103) (623,816)
Income tax 7 - -
Loss for the year from continuing operations (327,103) (623,816)
Loss for the year attributable to the owners of the Company (327,103) (623,816)
Earnings per share attributable to owners of the Company
From continuing operations:
Basic and diluted (pence per share) 8 (0.15) (0.34)
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
2024 2023
£ £
Loss for the period (327,103) (623,816)
Other comprehensive income
Items that may be subsequently reclassified as profit or loss
Exchange differences on translation of foreign operations 2,772 (3,100)
2,772 (3,100)
Total comprehensive loss for the year attributable to the owners of the (324,331) (626,916)
Company
Consolidated Statement of Financial Position
As at 31 December 2024
2024 2023
£ £
Notes
Non-current assets
Property, plant and equipment 9 942 1,677
Goodwill 10 72,640 71,420
Intangible assets 11 604,633 340,870
Total non-current assets 678,215 413,967
Current assets
Trade and other receivables 13 197,954 168,018
Cash and cash equivalents 53,500 138,751
Total current assets 251,454 306,769
Current liabilities
Trade and other payables 14 627,142 625,812
Total current liabilities 627,142 625,812
Net current (liabilities)/assets (375,688) (319,043)
NET ASSETS 302,527 94,924
Equity
Share capital 15 2,217,098 1,906,715
Share premium 15 20,705,137 20,555,087
Capital redemption reserve 23,616 23,616
Merger reserve 160,000 160,000
Convertible loan note reserve 18 - 100,953
Share based payment reserve 270,093 81,696
Foreign currency reserve 9,695 22,866
Retained losses (23,083,112) (22,756,009)
Equity attributable to owners of the Company 302,527 94,924
TOTAL EQUITY 302,527 94,924
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Share Share Capital redemption reserve Convertible Share based payment reserve Foreign currency reserve Retained TOTAL EQUITY
capital premium Merger loan note reserve losses
reserve
£ £ £ £ £ £ £ £ £
Balance at 1 January 2023 1,826,214 20,553,499 23,616 160,000 217,784 81,696 21,064 (22,176,800) 707,073
Loss for the year - - - - - - - (623,816) (623,816)
Exchange differences on translation of foreign operations - - - - - - (3,100) - (3,100)
Total comprehensive loss for the year - - - - - - (3,100) (623,816) (626,916)
Transactions with shareholders:
Loan conversion 84,464 42,232 - - (126,696) - - - -
Shares cancelled (3,963) (40,644) - - - - - 44,607 -
Movement in the year - - - - 9,865 - 4,902 - 14,767
Transactions with owners, recognised directly in equity 80,501 1,588 - - (116,831) - 1,802 (579,209) (612,149)
Balance at 31 December 2023 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 - - - - - - (13,171) - (13,171)
Total comprehensive loss for the year - - - - - - (13,171) (327,103) (340,274)
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) - - - (410)
Transactions with owners, recognised directly in equity 310,383 150,050 - - (100,953) 188,397 (13,171) (327,103) 207,603
Balance at 31 December 2024 2,217,098 20,705,137 23,616 160,000 - 270,093 9,695 (23,083,112) 302,527
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
GROUP
2024 2023
£ £
Operating loss (327,103) (623,816)
Adjustment for:
Depreciation and amortisation 54,473 115,401
Impairment of intangible assets - 207,627
Impairment of the investment in a subsidiary - -
Fees in exchange for shares - -
Share based payment expense 188,397 -
Foreign exchange (loss)/ gain (22,913) 37,338
Finance costs (410) 9,865
Decrease/(increase) in receivables (29,936) 29,254
Increase/(decrease) in payables 1,333 127,502
Net cash used in operating activities (136,159) (96,829)
Cash flows used in investing activities:
Purchase of equipment - -
Purchase of intangible assets (308,982) (78,405)
Net cash used in investing activities (308,982) (78,405)
Cash flows from financing activities
Shares issued net of share costs 359,890 -
Net cash from financing activities 359,890 -
Net decrease in cash and cash equivalents (85,251) (175,234)
Cash and cash equivalents brought forward 138,751 313,985
Cash and cash equivalents carried forward 53,500 138,751
Material non-cash items
Within operating activities there is a share based payment expense of
£188,397 (2023: £nil) which is a non-cash movement. In the previous year
there was an impairment of £207,627 which was also a non-cash movement. There
are no such impairments in 2024. During the year, the convertible loans
totalling £100,953 were converted into shares, this also represents a
non-cash movement.
1. Summary of significant accounting policies
IQ-AI Limited (the "Company") is a limited liability company limited by shares
incorporated and domiciled in Jersey.
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.
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.
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 20 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.
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. The Directors are
satisfied that the Group has sufficient resources to meet any obligations over
the going concern period. At 31 December 2024, the Group had cash balances of
£53,500 (2023: £138,751). The company also secured a fundraise of £250,000
in March 2025.
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 2024. 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.
Investments in subsidiaries
Investments in subsidiaries are held at cost less any impairment.
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.
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 are no indicators of impairment in 2024 (2023:
125,000). 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
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.
3. Segmental analysis
The Directors are of the opinion that under IFRS 8 - "Segmental Information"
the Group operated in three primary business segments in 2024: being holding
company expenses, medical software and Oral GaM. The secondary segment is
geographic. The Group's losses and net assets by primary business segments
are shown below.
Segmentation by continuing businesses:
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) 103,458 (642,590) (627,142)
Intangible assets 72,640 604,633 - 677,273
PP&E - 942 - 942
5,588 939,529 (642,590) 302,527
The following is an analysis of the Group's assets and liabilities by
reportable segment as at 31 December 2023 and the capital expenditure for the
year then ended:
Holding company Medical Software Oral GaM Total
Total assets 13,936 292,833 - 306,769
Total liabilities (112,524) (143,972) (369,315) (625,811)
Intangible assets 71,420 340,869 - 412,289
PP&E - 1,677 - 1,677
(27,168) 491,407 (369,315) 94,924
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 - 750,105 - 750,105
Cost of sales - (7,766) - (7,766)
Gross profit - 742,339 - 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 (564,014) 356,613 (120,112) (327,513)
Impairment of goodwill and intangible assets - - - -
Finance costs 410 - - 410
Profit / (loss) before tax (563,604) 356,613 (120,112) (327,103)
Tax (charge) / credit for the year - - - -
Profit / (loss) for the year (563,604) 356,613 (120,112) (327,103)
The following is an analysis of the Group's revenue and results by reportable
segment in 2023:
Holding company Medical software Oral GaM Total
Revenue - 609,390 - 609,390
Cost of sales - (11,636) - (11,636)
Gross profit - 597,754 - 597,754
Administration expenses (376,296) (321,134) (191,200) (888,630)
Depreciation and amortisation - (115,456) - (115,456)
Other income 8 - - 8
Operating profit (376,288) 161,164 (191,200) (406,324)
Impairment of goodwill and intangible assets (207,627) - - (207,627)
Finance costs (9,865) - - (9,865)
Profit / (loss) before tax (593,780) 161,164 (191,200) (623,816)
Tax (charge) / credit for the year - - - -
Profit / (loss) for the year (593,780) 161,164 (191,200) (623,816)
Segmentation by geographical area:
2024 2023
£ £
Revenue to external customers
United Kingdom 4,350 -
Switzerland 12,837 -
European Union 11,866 -
United States of America 721,052 609,390
750,105 609,390
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 - 460,403 532,969
PP&E - - 145,247 145,247
5,514 74 296,939 302,527
The following is an analysis of the Group's assets and liabilities by
reportable segment as at 31 December 2023 and the capital expenditure for the
year then ended:
Jersey United Kingdom United States of America Total
Total assets 13,936 74 292,759 306,769
Total liabilities (112,524) - (513,287) (625,811)
Intangible assets 71,346 - 340,943 412,289
PP&E - - 1,677 1,677
(27,242) 74 122,092 94,924
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 (660,924) - (500,460) (1,161,384)
Other income 5 - - 5
Operating profit (660,919) - 241,879 (419,040)
Impairment of goodwill and intangible assets - - - -
Finance costs 410 - - 410
Profit / (loss) before tax (660,509) - 241,879 (418,630)
Tax (charge) / credit for the year - - - -
Profit / (loss) for the year (660,509) - 241,879 (418,630)
The following is an analysis of the Group's revenue and results by reportable
segment in 2023:
Jersey United Kingdom United States of America Total
Revenue - - 609,390 609,390
Cost of sales - - (11,636) (11,636)
Gross profit - - 597,754 597,754
Administration expenses (376,296) - (627,790) (1,004,086)
Other income 8 - - 8
Operating profit (376,288) - (30,036) (406,324)
Impairment of goodwill and intangible assets (207,627) - - (207,627)
Finance costs (9,865) - - (9,865)
Profit / (loss) before tax (593,780) - (30,036) (623,816)
Tax (charge) / credit for the year - - - -
Profit / (loss) for the year (593,780) - (30,036) (623,816)
Revenue is attributable to the principal activities of the Group. In 2024 and
2023, all revenue arose within the United States of America.
Group Group
2024, £ 2023, £
Grant income 167,586 141,598
Software income 582,519 467,792
750,105 609,390
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:
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
2023 Grant income Software income Total
Timing of revenue recognition
At a point in time 141,598 626 142,224
Over time - 467,166 467,166
141,598 467,792 609,390
4. Finance costs
2024 2023
£ £
Interest payable on unsecured convertible loan notes (410) 9,865
On the 15(th) January 2024, the remaining convertible loan notes plus accrued
interest were converted into 6,304,914 Ordinary Shares. The negative interest
is due to an interest difference when working out the final figure.
5. Operating loss
2024 2023
£ £
The following items have been included in arriving at operating loss
Staff costs 316,683 326,632
Amortisation of internally generated intangible assets 53,711 113,068
370,394 439,700
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 39,500 37,500
the Group and Company's financial statements
Total audit fees payable to the Group auditors 39,500 37,500
6. Employee information
The average monthly number of employees (including Executive Directors) was:
2024 2023
Number Number
Administration 7 7
£ £
Staff costs (for the above employees)
Wages and salaries 314,382 324,456
Social security costs and pension contributions 2,301 2,176
Share based payment 188,397 -
505,080 326,632
Directors' remuneration and transactions
2024 2023
£ £
Directors' remuneration
Emoluments and fees 161,174 160,000
Share based payment 183,019 -
344,193 160,000
Remuneration of the highest paid director:
Emoluments and fees 100,000 100,000
Share based payment 35,270 35,270
135,270 135,270
7. Income tax expense
2024 2023
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 (327,103) (623,816)
Loss before tax multiplied by the standard rate of Jersey income tax of 0% - -
Foreign tax rate difference 5,628 (33,315)
Tax losses utilised (5,628) -
Tax losses carried forward - 33,315
Tax (credit)/charge for period - -
The Group has potential cumulative unrecognised deferred tax assets in respect
of:
· excess trading loss of $876,646 (2023: $1,010,816) arising from
Imaging Biometrics LLC.
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.
2024 2023
Group:
Loss attributable to equity holders of the parent (£) (327,103) (623,816)
Weighted average number of shares in issue (Number) 217,954,592 183,700,212
Potentially dilutive ordinary shares 25,697,974 6,792,500
For diluted earnings per ordinary share 243,652,566 190,492,712
Basic and diluted loss per share (pence) from continuing operations (0.15) (0.34)
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 2023 18,666 18,666
Additions - -
Exchange differences (672) (672)
At 31 December 2023 17,994 17,994
Additions - -
Exchange differences 275 275
At 31 December 2024 18,269 18,269
Depreciation
At 1 January 2023 (14,433) (14,433)
Charge for the year (2,333) (2,333)
Exchange differences 449 449
At 31 December 2023 (16,317) (16,317)
Charge for the year (763) (763)
Exchange differences (247) (247)
At 31 December 2024 (17,327) (17,327)
Carrying amount
At 31 December 2024 942 942
At 31 December 2023 1,677 1,677
10. Goodwill
Group £
Cost
At 1 January 2023 - as restated 158,026
Exchange differences (3,979)
Impairment (82,627)
At 31 December 2023 71,420
Exchange differences 1,220
Impairment -
At 31 December 2024 72,640
The goodwill at 31 December 2024 represents the goodwill recognised at the
purchase of the Company's subsidiary companies Imaging Biometrics and Stone
Checker Software 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 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 2023 1,058,793
Exchange differences (29,302)
Additions from internal development 78,405
Impairment (125,000)
At 31 December 2023 982,896
Exchange differences 7,869
Additions from internal development 308,982
Impairment -
At 31 December 2024 1,299,747
Accumulated Amortisation
At 1 January 2023 526,927
Exchange differences 2,031
Charge for the year 113,068
At 31 December 2023 642,026
Exchange differences (623)
Charge for the year 53,711
At 31 December 2024 695,114
Net book value
At 31 December 2024 604,633
At 31 December 2023 340,870
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.
12. Investments in subsidiaries
At 31 December 2024, the Group consisted of a parent company, IQ-AI Limited,
registered in Jersey and its two 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
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
The impairment in the previous year of £125,000 as shown above is in relation
to the value of the investment in Stone Checker Software Limited, of which the
Directors have written down the value to its current recoverable amount as
stated within Note 11.
13. Trade and other receivables
Group
2024 2023
£ £
Amounts owed by group undertakings - -
Trade receivables 159,712 105,640
Other receivables 5,409 34,458
Prepayments 32,833 27,920
197,954 168,018
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
2024 (2023: none).
14. Trade and other payables
Group
2024 2023
£ £
Amounts owed to group undertakings - -
Other creditors 137,186 136,215
Accruals and deferred income 489,956 489,597
627,142 625,812
In the Directors' opinion, the carrying amount of payables is considered a
reasonable approximation of fair value.
15. Share capital
2024 2023 2024 2023
Number Number £ £
Allotted, called up and fully paid
Ordinary shares of 1p each 221,709,789 190,671,542 2,217,098 1,906,715
221,709,789 190,671,542 2,217,098 1,906,715
Reconciliation of movements during the year
Share Premium Share Capital
At 1 January 2024 20,555,087 1,906,715
Loan conversion 37,493 63,050
Issue of fully paid shares 123,667 247,333
Cost of shares issued (11,110) -
At 31 December 2024 20,705,137 2,217,098
Reconciliation of share movements during the year
At 1 January 2024 190,671,542
On 15 January 2024, the company converted loans into 5,111,233 shares at 5,111,233
£0.015 per share
On 15 January 2024, the company converted loans into 1,193,681 shares at 1,193,681
£0.02 per share
On 1 March 2024, the company issues 24,733,333 shares at £0.015 per share 24,733,333
At 31 December 2024 221,709,789
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.
All convertible loans were converted in the year. 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 IQ-AI 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 IQ-AI 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 IQ-AI Limited were granted under option
to employees of Imaging Biometrics LLC and directors of IQ-AI 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.
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
The total charge for the year relating to share-based payments was £188,397
(2023: £nil).
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 2024 Exercise Price Date first Expiry date
January exercisable
2024
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
6,792,500 18,905,474 - - 25,697,974
The weighted average price was £0.021 (2023: £0.0259). At the year end, the
number of exercisable shares were 20,678,312 (2023: 6,792,500) with a weighted
life of 8.73 years (2023: 5.06 years).
18. Convertible loan note reserve
2024 2023
£ £
At the beginning of the year 100,953 217,784
Interest charge for the year (410) 9,865
Conversion (100,543) (126,696)
At the end of the year - 100,953
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%.
On the 15(th) January 2024, the remaining convertible loan notes plus accrued
interest were converted into 6,304,914 Ordinary Shares. The negative interest
is due to an interest difference when working out the final figure.
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. 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 2024. The Group considers its maximum exposure to be:
2024 2023
£ £
Financial instrument
Cash and cash equivalents 53,500 138,751
Trade and other receivables 159,712 105,640
213,212 244,391
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 2024 Amount cash flows or less months years years
£ £ £ £ £ £
Trade and other payables 627,142 - 627,142 - - -
Borrowings - - - - - -
627,142 - 627,142 - - -
Carrying Contractual 6 months 6 to 12 1 to 2 2 to 5
31 December 2023 Amount cash flows or less months years years
£ £ £ £ £ £
Trade and other payables 625,812 - 625,812 - - -
Borrowings - - - - - -
625,812 - 625,812 - - -
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 2024, the net
foreign liabilities were £539,132 (2023: £513,287). 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
2024 2024 2023 2023
£ £ £ £
Financial assets
Cash and cash equivalents 53,500 53,500 62,378 62,378
Trade and other receivables 159,712 159,712 105,640 105,640
Total at amortised cost 213,212 213,212 168,018 168,018
Financial liabilities
Trade and other payables 627,142 627,142 625,812 625,812
Borrowings - - - -
Total at amortised cost 627,142 627,142 625,812 625,812
21. Related party transactions
Non-Executive Chairman, Brett Skelly, is also an employee of GBAC Limited.
During the year GBAC Limited charged the Company a total of £30,000 (2023:
£30,000) in respect of services provided by Mr Skelly. The balance
outstanding at year end was £nil (2023: £nil).
22. Post balance sheet events
In March 2025, the Company placed 25,000,000 new ordinary shares at a price of
1p per share to raise £250,000 before expenses.
23. Ultimate Controlling Party
There is no ultimate controlling party.
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