REG - Tekcapital plc - Results for Year Ended 31 December 2025
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RNS Number : 7814F Tekcapital plc 27 May 2026
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27 May 2026
Tekcapital PLC
("Tekcapital", "the Company" or the "Group")
Results for the year ended 31 December 2025
Tekcapital plc (AIM: TEK), the UK intellectual property (IP) investment group
focused on creating valuable companies from investing in university
technologies that can improve people's lives, announces its audited results
for the year ended 31 December 2025.
FINANCIAL PERFORMANCE
The Company reported a reduction in its Net Assets by US$15m in 2025 due
primarily to unrealised depreciation 1 (#_ftn1) of its portfolio. This
resulted in a loss after tax of US$17.1m vs a profit after tax of US$19.2m in
2024. Most of the unrealised depreciation was driven by the reduction in the
share price of Microsalt plc, which has recovered a portion of its value post
period-end.
In 2025 the Company further reduced its total annual expenses by ~7% from
US$2.03m in 2024 to US$1.88m in 2025, marking its third consecutive year of
expense reduction. Since 2023 the Company has reduced its total annual
expenses by 34%.
· Net Assets US$55.1m (2024: US$70.1m)
· NAV per share US$0.23 (2024: US$0.33)
· Portfolio valuation US$46.9m (2024: US$61.5m)
· Loss after tax: US$ 17.1m, resulting primarily from unrealised fair
value decrease of our portfolio (2024: gain of US$19.2m).
DR. CLIFFORD GROSS, EXECUTIVE CHAIRMAN SAID:
"While our portfolio recorded an unrealised depreciation of US$16.2m over the
past year, the underlying commercial story is one of accelerating momentum.
Our portfolio companies delivered exceptional revenue growth in 2025:
· Innovative Eyewear: +69%
· MicroSalt: +187%
· GenIP: +330%
· Guident: +862%, whilst continuing its diligent efforts to
complete its planned U.S. IPO in 2026.
"This is the kind of commercial traction that ultimately drives shareholder
value, and we expect Tekcapital's portfolio to build on this momentum and
deliver meaningful growth in 2026.
"Our strategy is clear: grow net assets and returns on invested capital and
return capital to shareholders via special dividends once material
monetisations are achieved. We believe we are firmly on that path. With most
of our core portfolio companies now publicly listed, the capital previously
required to support them is being redeployed into new opportunities. We
further expect substantial cash inflows over the next three years as our
outstanding convertible loan notes are repaid, covering operating costs and
giving us the flexibility to pursue the strongest opportunities ahead."
Additionally, Tekcapital was recognised with the 2025 Leadership in High-Value
Intellectual Property Strategies Award (Global) by Capital Finance
International.
Most of our portfolio companies achieved substantial operational progress
during the year as demonstrated by growing sales and commercial traction.
· Guident Ltd ("Guident") continued to grow their sales pipeline in
2025, reaching six customers post year end. These customers include the
Jacksonville Transportation Authority (JTA), the city of West Palm Beach, the
city of Boca Raton, which Guident provides AV shuttle monitoring and
teleoperation services via its RMCC platform, as well as Grupo LOCSA, Coastal
Waste Recycling, and CP Group, to which Guident provides surveillance and
security robot monitoring services. Guident progressed its integration of its
remote monitoring and control software with several autonomous vehicle ("AV")
shuttle partners, contributing to its already strong sales growth.
Following commercial traction and successful deployments of its Remote Monitor
and Control Centre, Guident submitted a draft registration statement on Form
S-1 with the Securities and Exchange Commission (the "SEC") relating to the
proposed initial public offering. The initial public offering is expected to
take place after the SEC completes its review process, subject to market and
other conditions.
· MicroSalt plc ("Microsalt") continued its sales growth and
announced that the company projected its 2026 sales to a total of US $7.0
million based on in-hand volume estimations and its current customer base,
rising to more than US $15.0 million in 2027. The Company also strengthened
its balance sheet through the December 2025 Subscription and Retail Offer
of ~£1.7m, providing the Company with funding for increased production to
support anticipated orders from leading snack manufacturers.
· Innovative Eyewear Inc ("Innovative Eyewear") continued to grow
their sales in 2025 and strengthened their balance sheet. They set the
foundation for more growth with strong relationships with big box stores
throughout the U.S. consistent with their focus on product placement with
large national retailers. The well received launch of the world's first smart
safety eyewear, Lucyd Armor®, expanded Innovative Eyewear's sales further.
After period-end, Innovative Eyewear received the Red Dot Award for its Lucyd
Armor product. The Red Dot Design Award is widely regarded as one of the
top-tier global design competitions. Its stature is comparable to the very
best in the field and carries meaningful credibility with designers,
manufacturers, and investors. Prior award winners have included leading
companies like Apple, Dyson, Sony and BMW.
· GenIP plc ("GenIP")'s revenue accelerated as prepaid AI-powered
analytical assessments were delivered, reaching US$408K for the 10 months to
31 October 2025 (up from US$126K in H1 2025), while gross margin increased to
27% from 18%, with further margin improvements targeted through new contracts
and strategic partnerships.
· Belluscura plc ("Belluscura") experienced a severe financial
downturn in late 2025 following the Chapter 7 bankruptcy filing of its wholly
owned U.S. operating subsidiary, Belluscura LLC on 29 October 2025. Subsequent
foreclosure and sale of the subsidiary's assets by its secured lender
materially impaired the group's financial position. The parent company further
disclosed that the subsidiary's bankruptcy constituted an event of default
under its outstanding convertible loan notes, which it was unable to repay.
Considering these developments, Belluscura plc announced its intention to
appoint an administrator. Its nominated adviser subsequently resigned, and the
company's admission to trading on the AIM market of the London Stock Exchange
was cancelled on 2 December 2025. Tekcapital invested approximately US$2.0
million in the company and, over an approximately five-year period, monetized
~US$2.5 million through periodic sales of Belluscura common stock,
representing a ~25% return on invested capital. Following the company's
delisting, Tekcapital wrote down the remaining 8,378,057 shares it held in
Belluscura to £nil.
PORTFOLIO REVIEW 2 (#_ftn2)
MicroSalt plc
MicroSalt is a leading manufacturer of full-flavour natural salt with
approximately 50% less sodium. As of 31 December 2025, Tekcapital owned 58.26%
of Microsalt plc.
INVESTMENT RATIONALE:
The food industry is focused on developing and providing better-for-you
products that both taste good and help reduce sodium intake. Excess sodium
consumption contributes to cardiovascular disease, a leading cause of
premature death globally. The World Health Organization has indicated that
reducing sodium consumption to 2,300 mg/day can save upwards of 2 million
lives per year. To help address this problem, MicroSalt provides a patented,
low-sodium salt that has all the flavour of salt with roughly half the sodium
for topical applications such as crisps, pretzels, nuts, popcorn and other
salty snacks, bakery products and precooked meals.
2025 DEVELOPMENTS:
· Announced that it had received increased North America volume
projections from whom it describes as Customer 3, one of the world's largest
food, soft drink and snack manufacturers. The volume projections for this
product in North America indicate commencing rollout in Q2 2026 and resultant
sales exceeding $5.0 million in 2026, expanding to US$11.0 million in
2027.
· Announced that the company is now projecting 2026 sales
of US$7.0 million based on in-hand volume estimations and anticipated to
increase to more than US$15.0 million in 2027.
· Announced a new strategic relationship with Daiya Foods, a
global leader in dairy-free and plant-based innovation. MicroSalt has received
an initial order of US$50k to begin production and its projected 2026 volume
to approximately US$500k.
· Announced that the December 2025 Subscription and Retail Offer
raised approximately £1.72 million to support increased production
requirements to meet expected orders from leading snack manufacturers, new
hires to support the Company's QSR and FSR initiatives, marketing, R&D and
general working capital purposes.
· Received the Low Sodium Salt Technology of the Year 2025 award
from Food Business Review and named #9 in the "Small but Mighty" category
(companies under 50 employees) by Fast Company.
Innovative Eyewear Inc.
Innovative Eyewear is a developer of cutting-edge AI enabled smart eyewear,
under the Lucyd®, Lucyd Armor®, Nautica®, Eddie Bauer® and Reebok®
brands. True to its mission to Upgrade Your Eyewear®, its Bluetooth audio
glasses allow users to stay ergonomically connected to their digital lives and
are offered in hundreds of frame and lens combinations to meet the needs of
the optical, sunglass, sport and safety eyewear markets.
As of 31 December 2025, Tekcapital owned ~5% of NASDAQ quoted Innovative
Eyewear Inc.
Innovative Eyewear Inc. was the first developer of ChatGPT enabled smart
eyewear under the Lucyd®, Nautica®, Eddie Bauer® and Reebok® brands and
was the first eyewear brand to deliver prescription glasses with Bluetooth®
technology in 2019. Their smart eyeglass frames help you stay connected safely
and conveniently, by enabling many common smartphone tasks to be performed
handsfree with Bluetooth®, voice assistants and GenAI.
INVESTMENT RATIONALE:
In the first 9 months of 2025, the National Highway Traffic Safety
Administration (NHTSA) estimated that 27,365 people died in traffic
crashes. 3 (#_ftn3) We believe that open ear audio found in Lucyd smart
glasses can help pedestrians maintain situational awareness whilst walking,
running and cycling as there is nothing in the ear canal blocking the sounds
of adjacent traffic. According to a survey by The Vision Council,
approximately 75% of Americans need some form of vision correction 4 (#_ftn4)
. Advancements in Bluetooth technology have enabled it to be incorporated into
traditional eyeglass form factors. Lucyd smart eyewear allows the wearer to
forego headphones and use their glasses to listen to audio content and talk to
others and digital assistants. As the speakers are open-ear, Lucyd smart
glasses enables the wearer to stay connected to their digital life whilst
helping to maintain situational awareness.
2025 DEVELOPMENTS:
· Innovative Eyewear Inc. (NASDAQ: LUCY) reported preliminary
full-year 2025 sales of approximately US$2.7 million, a substantial increase
of approximately 69% year-over-year from US$1.6 million in 2024.¹ Q4 2025
sales were approximately $1 million, up roughly 45% compared with Q4 2024.
Growth was driven primarily by strong sales of the Lucyd Armor® smart safety
glasses (launched October 2024) and the Reebok® Powered by Lucyd sport smart
eyewear collection (launched April 2025). 5 (#_ftn5)
· In April 2025, Innovative Eyewear Inc. (NASDAQ: LUCY) launched
Reebok Smart Eyewear, positioning the brand in the fast-growing smart glasses
market. According to Citi Research, smart-glass market revenues could reach
US$40 billion by 2030, growing at a 112% compound annual growth rate from
2024. 6 (#_ftn6)
· Announced a partnership with SmartBuyGlasses, a global online
eyewear provider, to offer Reebok smart eyewear with prescription options and
international shipping, enabling fast delivery of custom-lens frames to
customers across its global markets.
· Reported significant progress in its European expansion strategy
following successful participation at SILMO Paris 2025, one of the world's
leading eyewear trade shows.
· Receipt of the Retailer's Choice Award for Lucyd Armor, at the
National Hardware Show event in Las Vegas.
Guident Corp.
Guident Corp ("Guident") has developed and provides remote monitoring and
control software services to improve safety of autonomous vehicles and robots.
Guident's software incorporates artificial intelligence and advanced network
technologies to minimize signal latency and improve the safety of autonomous
vehicles.
As of 31 December 2025, Tekcapital owned ~ 91% of Guident Corp.
INVESTMENT RATIONALE:
Vehicles of all types are rapidly becoming electric and autonomous. Whilst
some Autonomous Vehicles ("AVs") are significantly safer than traditional
vehicles, there will still be mishaps and in most instances, there will be no
vehicle operator present to help resolve these problems. Guident believes
remote human interaction will be needed to address and help resolve many of
these mishaps. Guident's remote monitoring and control centre monitors
autonomous vehicles and robots, and when necessary, can provide additional
support such as calling first responders, taking over control of the vehicle
to move it out of harm's way as well as provide real-time communication with
passengers and pedestrians. Currently, several states in the U.S., France,
Germany, Switzerland and Japan require remote monitoring of AV's. Over time,
Guident believes remote monitoring will be required in most jurisdictions
where AVs and autonomous robots operate.
2025 DEVELOPMENTS:
· Announced the filing of a registration statement on Form S-1 with
the U.S. Securities and Exchange Commission for a proposed initial public
offering of its common stock in the United States.
· Announced the appointment of Michael Tessler to its Board of
Directors, bringing more than three decades of technology and communications
leadership experience, including serving as CEO of BroadSoft prior to its
US$1.9 billion acquisition by Cisco Systems.
· Announced a signed agreement with the City of Boca Raton,
Florida, to deploy an autonomous shuttle public transportation service
operating on a 2.6-mile loop between Mizner Park and Royal Palm Place.
· Announced a partnership with Coastal Waste & Recycling Inc.,
a leading waste and recycling services provider across Florida, Georgia, and
South Carolina, to deploy Guident's WatchBot™ solution for autonomous patrol
validation, AI-driven inspections, and real-time safety alerts.
· Guident Achieved ISO/IEC 27001:2022 Certification, Strengthening
Commitment to Cybersecurity and Data Protection.
GenIP plc
GenIP Ltd ("GenIP") provides generative artificial intelligence analytic
services to help organisations assess and commercialise new discoveries. They
offer expert human technical review combined with GenAI algorithms to rapidly
provide insightful and verified solutions.
As of 31 December 2025, Tekcapital owned 53.86% of GENIP plc.
INVESTMENT RATIONALE
The generative AI market is experiencing rapid growth, with estimates ranging
from approximately US$37.9 billion 7 (#_ftn7) to US$103.6 billion 8 (#_ftn8)
in 2025 and projected to grow at compound annual growth rates of 34-46% over
the coming decade. GenIP (LSE: GNIP) provides two complementary services,
enhanced with generative AI, to help organizations evaluate and commercialize
new technologies: Invention Evaluator, which combines expert human technical
review with AI-driven proprietary software to rapidly assess the market
potential of innovations; and Vortechs, which provides executive recruitment
services to identify experienced leaders with a track record in technology
commercialization. The incorporation of GenAI and large language models into
these services is designed to help companies, research institutions, and
venture funds mitigate adverse selection, improve returns on invested capital,
and more efficiently deploy capital to produce commercially viable businesses
that contribute to the quality of life of the customers they serve.
The company has delivered more than 5,800 evaluation reports to over 300
research institutions and corporations worldwide and has recently expanded its
offerings to include a Competitive Intelligence Report (in use by a Big Four
accounting firm) and an Invention Validator product for market-adoption
testing. 9 (#_ftn9)
2025 DEVELOPMENTS:
· Secured a US$0.35M contract with a research organization in Saudi
Arabia for the delivery of 400 GenAI-enhanced analytical assessments and
technology commercialization consulting services.
· Expanded into Chile through an engagement with a leading research
institution for 30 analytical assessment orders, bringing the total value of
Invention Evaluator orders since the October 2024 IPO to over US$850K.
· Secured a US$65K contract with a Singapore-based research
institute to deliver 100 GenAI-enhanced analytical assessments, supporting
expansion into Asian markets through technology transfer sponsorships, with
fulfilment expected within the current financial year.
· Revenue accelerated as prepaid AI-powered analytical assessments
were delivered, reaching US$408K for the 10 months to 31 October (up from
US$126K in H1 2025), while gross margin increased to 27% from 18%, with
further margin improvements targeted through new contracts and strategic
partnerships.
· Initiated transition from a project-based service provider to a
scalable AI-powered innovation platform, positioning the company for
accelerated revenue growth and broader market penetration.
POST PERIOD-END HIGHLIGHTS
On 10 February 2026, Tekcapital plc raised US$2.05 million (£1.5 million)
before expenses, through the issue of 18,750,000 new ordinary shares at a
price of 8 pence per share.
On 7 January 2026 Innovative Eyewear Inc announced record-breaking 65% annual
sales growth for FY 2025. The Company believes this performance reflects
growing awareness of their brand portfolio and increasing demand for eyewear
that integrates smart features alongside vision correction and protection, and
the ability to easily use their eyewear with several leading AI platforms.
On 14 May 2026 Innovative Eyewear Inc also announced it achieved Q1 2026 sales
of $0.77 million, an increase of approximately 70% over Q1 2025. This marks
the highest first-quarter revenue in the Company's history and extends its
progress of year-over-year quarterly revenue growth to more than eleven
consecutive quarters.
Innovative Eyewear received the prestigious Red Dot Design Award for the
design of its Lucyd Armor product.
The Company also believes its efforts in 2025 to build a robust global
fulfilment network have helped to position the Company for faster scale up
across hardware stores, retail, and optical chains worldwide.(( 10 (#_ftn10)
)) The Company also reported that it is beginning a pilot product launch
with a top 5 national optical retailer in the US, and is in negotiations with
a major Canadian optical chain for a rollout of Lucyd Armor® in
approximately 300 stores. In addition, A leading energy company is conducting
a pilot of Lucyd Armor® for workforce communication applications.
Microsalt announced its 2025 sales exceeded the Board's original revenue
expectations of US$2.0 million, increasing by 187% year-on-year to US$2.14
million (2024: US$745k). The Company continues to project 2026 sales to
total US$7.0 million based on in-hand volume estimations and its current
customer base, rising to more than US$15.0 million in 2027. Also in early
2026, Microsalt announced it has entered into a formal Joint Development
Agreement ("JDA") with Customer 3, one of the world's largest food, soft drink
and snack manufacturers (the "Partner").
On 5 March 2026, Guident announced that the 5th Annual Autonomous Vehicle
Conference Announced Guident Corp., in partnership with the Jacksonville
Transportation Authority, will take place on 29 May 2026, at the Boca Raton
Innovation Campus (BRiC). 11 (#_ftn11)
Guident completed a private placement of US$2m senior secured convertible loan
note on May 1, 2026, as they continue to work diligently to complete their
Initial Public Offering in 2026.
Vesari Inc ("Vesari")
On 22 May 2026, the Group announced it secured a 51% equity stake in Vesari
Inc. ("Vesari"), for no cash consideration 12 (#_ftn12) . Vesari is a new
U.S. incorporated company (Vesari.ai (http://www.vesari.ai) ) established to
acquire, develop and commercialise intellectual property in the field of
geothermal-powered hyperscale data centres.
Strategic Rationale
Vesari's investment thesis is that access to reliable, scalable power rather
than semiconductor availability is the principal constraint on AI
infrastructure growth. Demand for AI compute continues to expand at a pace
that is outstripping available power infrastructure and increasing the cost of
electricity to consumers worldwide:
- Data centre electricity consumption in the United States has risen
to approximately 4-5% of total national electricity usage and is projected to
reach 9-17% by 2030. 13 (#_ftn13)
- U.S. data centre power consumption has tripled since 2014 14
(#_ftn14) , and Global data centre power consumption is projected to reach 800
TWh by 2028. 15 (#_ftn15)
- Grid interconnection queues in major markets frequently exceed five
years, with transmission upgrades adding significant cost and delay.
- Goldman Sachs Research projects global data centre power demand to
increase by approximately 165% by 2030 relative to 2023 levels. 16 (#_ftn16)
Vesari seeks to address this bottleneck by co-locating hyperscale AI compute
directly with geothermal power generation in a fully integrated,
behind-the-meter configuration. The architecture is designed to operate
independently from traditional grid infrastructure and to use low-Earth-orbit
("LEO") satellite connectivity in place of conventional terrestrial fibre
networks. If successfully developed, this model is expected to deliver:
- 24/7 carbon-free baseload compute;
- Elimination of transmission constraints;
- Reduced exposure to power price volatility;
- Improved efficiency and,
- No incremental burden on public electricity grids.
Intellectual Property Strategy
Subject to the submission to the United States Patent and Trademark Office,
Vesari is expected to hold a portfolio of eleven patent applications. Once
these patent applications are filed, the applications will be assigned from
Dr. Gross to Vesari (the "Patent Portfolio"). Dr. Gross believes the
applications address core inefficiencies in the conversion of geothermal
energy into scalable AI compute infrastructure. The patent specifications have
been omitted at this stage to avoid premature disclosure ahead of formal
patent filings.
The hypothetical Geothermal AI Campus block diagram below depicts a fully
integrated, behind-the-meter architecture in which continuous geothermal heat
is converted by turbines and ORC 17 (#_ftn17) systems into 100 MW of
carbon-free electrical power that directly feeds a hyperscale AI data centre.
Waste heat from the compute core is captured by a closed-loop thermal recovery
and cooling system estimated to deliver improved power utilization
effectiveness (PUE). 18 (#_ftn18)
Efficiency and Value Creation Framework
Vesari's prototype architecture is designed as a closed-loop system
integrating power generation, cooling, compute orchestration and commercial
monetisation into a single operating framework. Unlike conventional
infrastructure, in which these elements operate independently, Vesari's
approach is intended to generate compounding efficiency gains across four
layers:
- Geothermal integration and islanded architecture
- Cooling and thermal management
- Energy-aware compute orchestration and,
- Commercial and deployment optimisation.
The Company believes the principal advantage of Vesari's model lies not in any
single efficiency gain in isolation, but in the interaction of these
integrated systems, forming a reinforcing feedback loop between power,
cooling, compute, pricing and power utilisation. If successful, the mode is
expected to enhance energy efficiency, compute throughput and returns on
invested capital.
For further information, please contact:
Tekcapital Plc Via Flagstaff
Clifford M. Gross, Ph.D.
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
(Nominated Adviser and Broker)
Matthew Johnson/Charlie Bouverat (Corporate Finance)
Abigail Wayne / Rob Rees (Corporate Broking)
Flagstaff Strategic and Investor Communications +44 (0) 20 7129 1474
Tim Thompson/Andrea Seymour/Fergus Mellon
About Tekcapital plc
Tekcapital creates value from investing in new, university-developed
discoveries that can enhance people's lives and provides a range of technology
transfer services to help organisations evaluate and commercialise new
technologies. Tekcapital is quoted on the AIM market of the London Stock
Exchange (AIM: symbol TEK) and is headquartered in the UK. For more
information, please visit www.tekcapital.com (http://www.tekcapital.com)
General Risk Factors and Forward-Looking Statements
The information contained in this document has been prepared and distributed
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and other consequences of an investment in the Com-pany, including the merits
of investing and the risks involved. Prospective investors should not treat
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contained in this Report has been obtained from published sources prepared by
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verify the accuracy and completeness of such third-party information. No
responsibility is accepted by the Company or any of its directors, officers,
em-ployees or agents for the accuracy or completeness of such information.
All statements of opinion and/or belief contained in this Report and all views
expressed represent the directors' own current as-sessment and interpretation
of information available to them as at the date of this Report. In addition,
this Report contains certain "forward-looking statements", including but not
limited to, the statements regarding the Company's overall objectives and
strategic plans, timetables and capital expenditures. Forward-looking
statements express, as at the date of this Report, the Company's plans,
estimates, valuations, forecasts, projections, opinions, expectations or
beliefs as to future events, results or performance. Forward-looking
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statements will prove to be accurate. No assurance is given that such forward
looking statements or views are correct or that the objectives of the Company
will be achieved. Further, valuations of the Company's portfolio investments
and net asset value can and will fluctuate over time due to a wide variety of
factors both company specific and macro-economic. Changes in net asset values
can have a significant impact on revenue and earnings of the Company and its
future prospects. Additionally, the current Coronavirus pandemic may produce
negative economic activities which could reduce the company's economic
performance and the performance of its portfolio companies in ways that are
difficult to quantify at this juncture. It may cause a downturn in the markets
in which the Company operates, reduce the Company's net asset values, revenue,
cash flow, access to investment capital and other factors which could
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place reliance on these statements or views and no responsibility is accepted
by the Company or any of its directors, officers, employees or agents in
respect thereof. The Company does not undertake to update any forward-looking
statement or other information that is contained in this Report. Neither the
Company nor any of its shareholders, directors, officers, agents, employees or
advisers take any responsibility for, or will accept any liability whether
direct or indirect, express or implied, contractual, tortious, statutory or
otherwise, in respect of, the accuracy or completeness of the information
contained in this Report or for any of the opinions contained herein or for
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no circumstances will the Company be responsible for any costs, losses or
expenses incurred in connection with any appraisal, analysis or investigation
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other assurance, express or implied, is made or given by or on behalf of the
Company or any of its affiliates, any of its directors, of-ficers or employees
or any other person as to the accuracy, completeness or fairness of the
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liability is accepted for any such information or opinions or for any errors
or omissions.
Intellectual Property Risk Factors
Tekcapital mission is to create valuable products from university intellectual
property that can improve people's lives. Therefore, our ability to compete
in the market may negatively affected if our portfolio companies lose some or
all of their intellectual property rights. If patent rights that they rely on
are invalidated, or if they are unable to obtain other intellectual property
rights. Our success will depend on the ability of our portfolio companies to
obtain and protect patents on their technology and products, to protect their
trade secrets, and for them to maintain their rights to licensed intellectual
property or technologies. Their patent applications or those of our licensors
may not result in the issue of patents in the United States or other
countries. Their patents or those of their licensors may not afford meaningful
protection for our technology and products. Others may challenge their patents
or those of their licensors by proceedings such as interference, oppositions
and re-examinations or in litigation seeking to establish the invalidity of
their patents. In the event that one or more of their patents are challenged,
a court may invalidate the patent(s) or determine that the patent(s) is not
enforceable, which could harm their competitive position and ours. If one or
more of our portfolio company patents are invalidated or found to be
unenforceable, or if the scope of the claims in any of these patents is
limited by a court decision, our portfolio companies could lose certain market
exclusivity afforded by patents owned or in-licensed by us and potential
competitors could more easily bring products to the market that directly
compete with our own. The uncertainties and costs surrounding the prosecution
of their patent applications and the cost of enforcement or defence of their
issued patents could have a material adverse effect on our business and
financial condition.
To protect or enforce their patent rights, our portfolio companies may
initiate interference proceedings, oppositions, re-examinations or litigation
against others. However, these activities are expensive, take significant time
and divert management's attention from other business concerns. They may not
prevail in these activities. If they are not successful in these activities,
the prevailing party may obtain superior rights to our claimed inventions and
technology, which could adversely affect their ability of our portfolio
companies to successfully market and commercialize their products and
services. Claims by other companies may infringe the intellectual property
rights on which our portfolio companies rely, and if such rights are deemed to
be invalid it could adversely affect our portfolio companies and ourselves as
investors in these companies.
From time to time, companies may assert, patent, copyright and other
intellectual proprietary rights against our portfolio company's products or
technologies. These claims can result in the future in lawsuits being brought
against our portfolio companies or their holding company. They and we may not
prevail in any lawsuits alleging patent infringement given the complex
technical issues and inherent uncertainties in intellectual property
litigation. If any of our portfolio company products, technologies or
activities, from which our portfolio companies derive or expect to derive a
substantial portion of their revenues and were found to infringe on another
company's intellectual property rights, they could be subject to an injunction
that would force the removal of such product from the market or they could be
required to redesign such product, which could be costly. They could also be
ordered to pay damages or other compensation, including punitive damages and
attorneys' fees to such other company. A negative outcome in any such
litigation could also severely disrupt the sales of their marketed products to
their customers which in turn could harm their relationships with their
customers, their market share and their product revenues. Even if they are
ultimately successful in defending any intellectual property.
STRATEGIC REPORT
CHAIRMAN'S SUMMARY
The Company reported a reduction in its Net Assets by US$15.0m due primarily
to unrealized depreciation of our portfolio. This resulted in a loss after tax
in 2025 of US$ 17.1m, which was due to this unrealised depreciation in
portfolio company values as compared with a gain of US $19.2m in 2024. Most of
the unrealized depreciation was driven by the reduction in the share price of
Microsalt plc, which has partially recovered post period end.
As part of its ongoing focus on cost discipline and operational efficiency,
the Company reduced its total expenses by approximately 7% in 2025, from $2.02
million in 2024 to $1.88 million. This builds on a previously reported 26%
reduction in 2024, when expenses declined from $2.7 million in 2023 to $2.0
million, underscoring a sustained and disciplined approach to overhead
optimization.
Financial performance
Net Assets US$55.1m (2024: US$70.1m)
NAV per share US$0.23 (2024: US$0.33)
Portfolio valuation US$46.9m (2024: US$61.5m)
Loss after tax: US$(17.1)m, resulting primarily from unrealised fair value
decrease of portfolio valuation (2024: gain of US$19.2m).
Capital raised during the period
In 2025 we completed share placements totalling US$ 2.8m (2024: US$ 2.7m),
excluding expenses. Proceeds were used primarily to accelerate commercial
progress of select portfolio companies and provide additional working capital
for the Group.
Outlook
Tekcapital has a demonstrated track record of sourcing and commercializing
university-derived technologies, repeatedly scaling them from inception to
publicly listed companies, and is actively progressing the anticipated IPO of
Guident Corp in the near term.
The Company is also strategically expanding its investment focus in generative
artificial intelligence, which it views as a once-in-a-generation
transformational opportunity.
Tekcapital's long-term objective is to drive sustained growth in net asset
value while delivering strong, consistent returns on invested capital.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER
2025
Year ended Year ended
Group Note 31 December 31 December
2025 2024
US $ US $
Portfolio return and revenue
Changes in fair value on financial assets at fair value though profit or loss 12 (16,209,115) 20,016,771
Revenue from services 6 279,402 425,986
Interest from financial assets at fair value through profit or loss 12.3 734,013 743,205
(15,195,700) 21,185,962
Administrative expenses and other expenses
Cost of sales 7 - (147,203)
Operating expenses 7 (1,883,437) (1,879,773)
Operating (loss)/profit before tax (17,079,137) 19,158,986
9 (800) (2,961)
Income tax expense
(Loss)/profit after tax for the year (17,079,937) 19,156,025
Other comprehensive loss
Total other comprehensive loss (593,497) (589,195)
Total comprehensive (loss)/income for the year (17,673,434) 18,566,830
Earnings per share
Basic earnings per share 10 (0.10) 0.10
Diluted earnings per share 10 (0.10) 0.10
All comprehensive income as presented above belongs to the owners of the
Group.
This should be read in conjunction with the accompanying notes set out in the
full 2025 Annual Report, available on the Company's website at:
https://www.tekcapital.com/results-centre/
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025
As at 31 December As at 31 December
Group Note 2025 2024
US$ US$
Assets
Non-current assets
Financial assets at fair value through profit and loss 12 54,252,769 69,201,744
Property, plant and equipment 13 5,241 7,152
54,258,010 69,208,896
Current assets
Trade and other receivables 14 1,175,291 644,365
Cash and cash equivalents 15 529,193 786,290
1,704,484 1,430,655
Total assets 55,962,494
70,639,551
Current liabilities
Trade and other payables 18 859,674 548,725
Deferred revenue 19 22,576 22,844
Total liabilities 882,250 571,569
Net assets 55,080,244 70,067,982
Equity attributable to owners of the Parent
Ordinary shares 17 1,282,926 1,142,071
Share premium 17 34,808,340 32,297,956
Retained earnings 17 19,268,747 36,314,227
Translation reserve 17 (207,600) 385,897
Merger reserve (72,169) (72,169)
Total equity 55,080,244 70,067,982
The financial statements should be read in conjunction with the accompanying
notes set out in the full 2025 Annual Report, available on the Company's
website at: https://www.tekcapital.com/results-centre/
The financial statements were approved and authorised for issue by the Board
of Directors on 26 May 2026 and were signed on its behalf.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 31 DECEMBER 2025
Attributable to equity holders of the parent company
Ordinary Share Translation Other Retained Total
Group Note Shares Premium Account Reserve Reserve Earnings Equity
US $ US $ US $ US $ US $ US $
At 31 December 2023 973,329 28,937,011 975,092 (72,169) 17,073,617 47,886,880
Profit for the year 19,156,025 19,156,025
Other comprehensive loss - - (589,195) - (589,194)
Total comprehensive (loss)/income for the year - - (589,195) - 19,156,025 18,566,830
Transactions with owners, recorded
directly in equity
Share issue 17 168,742 3,626,796 - - - 3,795,538
Cost of share issue - (265,851) - - - (265,851)
Share based payments 23 - - - - 84,585 84,585
Total transactions with owners 168,742 3,360,945 - - 84,585 3,614,272
At 31 December 2024 1,142,071 32,297,956 385,897 (72,169) 36,314,227 70,067,982
Loss for the year (17,079,937) (17,079,937)
Other comprehensive loss (593,497) (593,497)
Total comprehensive loss for the year (593,497) - (17,079,937) (17,673,434)
Transactions with owners, recorded
directly in equity
Share issue 17 140,855 2,664,492 2,805,347
Cost of share issue (154,108) (154,108)
Share based payments 23 34,457 34,457
Total transactions with owners 140,855 2,510,384 - - 34,457 2,685,696
At 31 December 2025 1,282,926 34,808,340 (207,600) (72,169) 19,268,747 55,080,244
Share premium - amount subscribed for share capital in excess of nominal
value, net of directly attributable costs.
Translation reserve - foreign exchange differences recognized in other
comprehensive income.
Other reserve - historic other reserve outside of share premium, translation
reserve and share premium.
Retained earnings - cumulative net gains and losses recognised in the
consolidated statement of comprehensive income, net of dividends paid.
The financial statements should be read in conjunction with the accompanying
notes set out in the full 2025 Annual Report, available on the Company's
website at: https://www.tekcapital.com/results-centre/
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
Note Year ended 31 December 2025 Year ended 31 December 2024
US $ US $
Cash flows from operating activities
(Loss)/profit after income tax (17,079,937) 19,156,025
Adjustments for
- Depreciation 13 2,980 7,119
- Amortisation - 34,911
- Share based payment expense 34,456 84,585
- Management services income 6 (279,402) (326,144)
- Interest from financial assets at FVTP&L 12.3 (734,013) (743,205)
- Unrealised (gains) on foreign exchange (44,413) (8,473)
- Fair value losses/(gains) on financial assets at FVTP&L 12 16,209,115
(20,016,772)
Movement in working capital:
- Movement in trade and other receivables (530,926) 470,388
- Deferred revenue movement (268) (194,548)
- Movement in trade and other payables 310,949 31,568
Net cash outflows from operating activities (2,111,459) (1,504,545)
Cash flows from investing activities
Additions to financial assets at fair value through profit and loss 12 (1,408,923) (3,200,305)
Proceeds from disposals of financial assets at fair value through profit and 12 582,267 1,381,440
loss
Purchases of property, plant and equipment 13 (1,070) -
Net cash outflows from investing activities (827,726) (1,818,865)
Cash flows from financing activities
Proceeds from issuance of ordinary shares 17 2,805,347 3,795,538
Costs of raising finance 17 (154,108) (265,851)
Net cash inflows from financing activities 2,651,239 3,529,687
Net (decrease)/increase in cash and cash equivalents (287,946) 206,277
Cash and cash equivalents at beginning of year 15 786,290 620,248
Exchange gains/(losses) on cash and cash equivalents 30,849 (40,235)
Cash and cash equivalents at end of period/year 15 529,193 786,290
The financial statements should be read in conjunction with the accompanying
notes set out in the full 2025 Annual Report, available on the Company's
website at: https://www.tekcapital.com/results-centre/
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Tekcapital plc (Companies House registration number: 08873361) is a Company
incorporated in England and Wales and domiciled in the UK. The address of the
registered office is detailed on page 36 of the financial statements. The
Company is a public limited company limited by shares, which listed on the AIM
market of the London Stock Exchange in 2014. The principal activity of the
Group is to provide universities and corporate clients with valuable
technology transfer services. The Group also acquires exclusive licences to
university technologies that it believes can positively impact people's lives,
for subsequent commercialisation.
The material accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated. The
amounts presented in the consolidated financial statements are comparable to
consolidated financial statements for the year ended 31 December 2024. While
the financial information included in this preliminary announcement has been
prepared in accordance with the recognition and measurement criteria of
International Financial Reporting Standards, this announcement does not itself
contain sufficient information to comply with those standards. The Company
expects to publish full financial statements that comply with International
Financial Reporting Standards in June 2026.
Amounts presented in this report are rounded to nearest US$1.
2. MATERIAL ACCOUNTING POLICIES
2.1 STATEMENT OF COMPLIANCE
The consolidated financial statements of Tekcapital have been prepared in
accordance with the UK-adopted International Financial Reporting Standard ("UK
adopted IFRS") and those parts of the Companies Act 2006 that are relevant to
companies which report in accordance with UK adopted IFRS. The consolidated
financial statements have been prepared under the historical cost
convention. The consolidated financial statements comprise the financial
statements of Tekcapital plc and its subsidiaries, Tekcapital Europe Ltd and
Tekcapital LLC.
The preparation of financial statements in accordance with UK-adopted
International Financial Reporting Standards requires the use of certain
critical accounting estimates. It requires management to exercise its
judgement in the process of applying the Group's accounting policies. The
areas involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant to the consolidated financial
statements are disclosed in note 4.
2.1.1 GOING CONCERN
The financial statements have been prepared on a going concern basis.
The Group and Company meet their day-to-day working capital requirements
through service offerings, monetisation of quoted equity stakes and monies
raised through issues of equity. As disclosed in note 26, the Group announced
a new placement of 18,750,000 new ordinary shares of 0.4 pence each in the
Company at a price of 8 pence per share to raise £1.5m in February 2026.
The Directors have prepared detailed cash flow projections for the period to
31 May 2027 ("going concern assessment period"). In preparing these
projections the directors have taken into account the Group's available cash
as at the date of signing of these financial statements, combined with the
ability to sell down shares in the Group's quoted equity investments, and are
satisfied this provides the Group and Company with more than adequate
headroom. The cash flow projections have been subjected to sensitivity
analysis which demonstrate that the Group and Company will maintain a positive
cash balance through the going concern assessment period. The forecasts and
projections included assumptions and estimation uncertainties related to
Group's service revenues, cost of goods sold and operating expenses. Most
significant material assumptions include Company's payroll, which is limited
to a handful of employees. The Group has no third-party debt facilities.
The Directors have also considered the geo-political environment, including
rising inflation, and whilst the impact on the Group is currently deemed
minimal, the Directors remain vigilant. On this basis, the Directors have
therefore concluded that it is appropriate to prepare the financial statements
on a going concern basis.
2.1.2 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES
Standards and Interpretations effective from 1 January 2025
The Group has applied the following standards and amendments for the first
time for its annual reporting period commencing 1 January 2025:
• Amendments to IAS 21 "Lack of Exchangeability". Effective from 1 January
2025, these amendments require entities to assess exchangeability and, if
lacking, estimate a spot rate reflecting market participant conditions,
enhancing consistency in financial reporting.
The amendments listed above did not have any impact on the amounts recognised
in prior periods and are not expected to significantly affect the current or
future periods.
There are a number of standards, amendments to standards, and interpretations
which have been issued that are effective in future accounting periods that
the Group has decided not to adopt early as they will not have a significant
impact on the presentation of the Group financial statements.
Standards and Interpretations not yet effective
The following standards and amendments are effective for annual periods
beginning on or after 1 January 2026 (unless otherwise stated):
· IFRS 18 Presentation and Disclosure in Financial Statements
(effective 1 January 2027)
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
(effective 1 January 2027)
· Amendments to classification and measurement requirements for
financial instruments (Amendments to IFRS 9 and IFRS 7) - Effective 1 January
2026
· Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1,
IAS 8, IAS 36 and IAS37- Provisions, Contingent Liabilities and Contingent
Assets - Effective from November 1 2025 but transition reliefs are provided.
At the reporting date, there are no other new standards or amendments issued
but not yet effective that are expected to have a material impact on the
Group. The Group does not expect that the adoption of the above standards will
have a material impact on its consolidated financial statements, other than
changes to presentation and disclosure
2.2 CONSOLIDATION
The consolidated financial statements comprise the financial statements of
Tekcapital plc and all subsidiaries controlled by it, except for indirect
subsidiaries. These indirect subsidiaries are classified as equity investments
based on their purpose, as those subsidiaries represent investment assets for
the Group. Please refer to Note 11 for detail of indirect subsidiaries.
Subsidiaries are entities that are controlled by the Group. Control is
achieved when the Group has the power to govern the financial and operating
policies of an entity so as to obtain economic benefit from its activities.
Intercompany transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated
when necessary amounts reported by subsidiaries have been adjusted to conform
to the Group's accounting policies.
2.3 FOREIGN CURRENCIES
(a) Functional and presentation currency
These consolidated financial statements are presented in US Dollars which is
the presentation currency of the Group. The Directors consider this to be the
most appropriate presentational currency. Each subsidiary within the Group has
its own functional currency which is dependent on the primary economic
environment in which that subsidiary operates. The functional currency of
Tekcapital lc is UK sterling as this is the currency the entity undertakes its
primary economic activity.
(b) Transactions and Balances
Foreign currency transactions are translated into functional currency using
the exchange rates prevailing at the dates of the transactions or valuation
where items are re-measured.
Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at the year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are
recognised in the income statement.
(c) Group companies
The results and financial position of all Group entities (none of which has
the currency of a hyper-inflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation
currency as follows:
(i) Monetary assets and liabilities for each balance sheet presented are
translated at the closing exchange rates at the date of that balance sheet.
(ii) Income and expense for each income statement are translated at the
average rates of exchange during the period (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)
(iii) All resulting exchange differences are recognized in other comprehensive
income.
2.4 INVESTMENT IN PORTFOLIO COMPANIES
Investments in portfolio companies are held at fair value through the profit
and loss. Directors' judgment was exercised in determination that the Group
meets the following criteria and should be recognized as an investment entity
under IFRS 10 par. 27. Directors re-evaluated the below criteria and concluded
they were met as at 31 December 2025:
· Obtains funds from one or more investors for the purpose of
providing clients with investment management services
· Commits to its investors that its business purpose is to invest
funds solely for return from capital appreciation, investment income or both
· Measures and evaluate the performance of substantially all of its
investments on a fair value basis.
Tekcapital's IP search and technology transfer investment services represent
investment advisory services, and therefore Tekcapital Europe Limited and
Tekcapital LLC continue to be consolidated, as subsidiaries, and provide
investment advisory services. These services may be provided to investors,
clients and third parties. The Board considers that the criteria are met in
the group's current circumstances.
The Board envisages that Tekcapital's shareholder returns will derive
primarily from mid to long-term capital appreciation of a portion of its
intellectual property investments, as well as from providing IP investment
services to clients. Consequently, the Group's portfolio companies are
measured at fair value in accordance with IFRS 9 as disclosed in Note 2.6.3.
2.5 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at historical cost less accumulated
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.
All other repairs and maintenance are charged to the income statement during
the financial period in which they are incurred. Depreciation of assets are
calculated to write off the cost less the estimated residual value of tangible
fixed assets by equal instalments over the estimated useful economic lives as
follows:
Furniture 3 years
Computer equipment 3 years
Leasehold improvements 5 years
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period. The asset's carrying amount
is written down immediately to its recoverable amount if the asset's carrying
value is greater than its estimated recoverable amount. Gains and losses on
disposals are determined by comparing proceeds with the carrying amount and
are recognised within 'Operating expenses' in the income statement.
2.6 FINANCIAL INSTRUMENTS
2.6.1 CLASSIFICATION AND MEASUREMENT
The Group classifies its financial assets depending on the purpose for which
the asset was acquired. Management determines the classification of its
financial assets at initial recognition.
During the financial year the Group held investments in portfolio companies
classified as equity investments. They are included in non-current assets
and are measured at fair value through profit and loss in accordance with IFRS
9.
The Group has convertible loan note receivables. These financial assets are
classified and measured at fair value through profit and loss in accordance
with IFRS 9.
The Group also has receivables carried at amortised cost. They are included in
current assets. The Group's service income receivables comprise 'trade and
other receivables' in the balance sheet, also held at amortised cost. The
Group also has cash and cash equivalents.
All short-term liabilities are measured at amortised cost, the Group does not
hold any long-term financial liabilities.
2.6.2 DERECOGNITION
Financial Assets
Loans and receivables are recognised and carried at amortised cost. In
accordance with IFRS 9 Financial Instruments, a financial asset is
derecognised when, and only when:
(a) the contractual rights to the cash flows from the financial asset expire;
or
(b) the Group transfers the financial asset in accordance with IFRS 9
requirements and the transfer qualifies for derecognition.
A transfer of a financial asset qualifies for derecognition where the Group
transfers substantially all the risks and rewards of ownership of the asset.
Where the Group neither transfers nor retains substantially all the risks and
rewards of ownership, the Group determines whether it has retained control of
the financial asset. If control is not retained, the financial asset is
derecognised; if control is retained, the financial asset continues to be
recognised to the extent of the Group's continuing involvement.
On derecognition of a financial asset, the difference between the carrying
amount and the consideration received is recognised in profit or loss.
Financial Liabilities
In accordance with IFRS 9 Financial Instruments, a financial liability is
derecognised when, and only when, the obligation specified in the contract is
discharged, cancelled, or expires.
Where an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is accounted for
as the derecognition of the original liability and the recognition of a new
liability.
The difference between the carrying amount of the financial liability
derecognised and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in profit or loss.
2.6.3 FAIR VALUE
Financial instruments are initially measured at fair value including
investments in portfolio companies, cash and cash equivalents, trade and other
receivables, trade and other payables, and convertible loan note receivables.
This measurement policy does not apply to subsequent measurement at amortised
cost of short term financial liabilities and trade receivables.
The Group measures portfolio companies using valuation techniques appropriate
in the circumstances and for which sufficient data are available to measure
fair value, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs. Our fair value valuation policy is as follows:
The fair value of new portfolio companies is estimated at the cost of the
acquired IP or equity plus associated expenses to facilitate the acquisition.
Existing portfolio companies are valued as follows:
· If a market transaction such as third-party funding has occurred
during the past 12 months, we will value our ownership in the portfolio
Company at this observed valuation, taking account of any observed material
changes during the period, including quoted prices in active markets. Where
quoted prices in active markets are available, these represent Level 1 inputs
· In the absence of a recent market transaction, fair value will be
estimated by alternative methods and where appropriate by an external,
qualified valuation expert. The valuation techniques fall under Level 2 -
Observable techniques other quoted prices and Level 3 - other techniques as
defined by IFRS 13.
Due to their short-term nature, the carrying value of cash and cash
equivalents, trade and other receivables, and trade and other payables
approximate their fair value.
2.7 OFFSETTING FINANCIAL INSTRUMENTS
Financial assets and liabilities are offset and the net amount reported in the
balance sheet when there is a legally enforceable right to offset the
recognised amounts and there is the intention to settle on a net basis or
realise the asset and settle the liability simultaneously.
2.8 IMPAIRMENT OF FINANCIAL ASSETS
Impairment provisions for trade receivables are recognized based on the
simplified approach within IFRS 9 using the lifetime expected credit losses.
During this process the probability of the non-payment of the trade
receivables is assessed, including forward-looking information on customers
standing and macroeconomic information including sector specific circumstances
This probability is then multiplied by the amount of the expected loss arising
from default to determine the lifetime expected credit loss for the trade
receivables. For trade receivables, which are reported net, such provisions
are recorded in a separate provision account with the loss being recognized
within operating expenses in the consolidated statement of comprehensive
income. On confirmation that the trade receivable will not be collectable, the
gross carrying value of the asset is written off against the associated
provision.
Financial assets held at amortised cost comprise trade and other receivables,
and cash and cash equivalents in the consolidated statements of financial
position.
2.9 CASH AND CASH EQUIVALENTS
In the consolidated statement of cash flows, cash and cash equivalents
includes cash in hand, deposits held at call with banks and other financial
institutions, and other short term highly liquid investments with maturities
of three months or less from inception. These amounts are subject to
insignificant risk of changes in value and are held to meet short-term cash
needs.
2.10 SHARE CAPITAL
Ordinary Shares
Ordinary Shares are classified as equity.
Share Premium
The share premium account has been established to represent the excess of
proceeds over the nominal value for all share issues, including the excess of
the exercise share price over the nominal value of the shares on the exercise
of share options as and when they occur. Incremental costs directly
attributable to the issue of new ordinary shares and new shares options are
shown in equity as a deduction, net of tax, from the proceeds.
2.11 TRADE PAYABLES
Trade payables are obligations to pay for goods and 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 business if longer). If not, they are presented as
non-current liabilities.
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest rate method.
2.12 SHARE BASED PAYMENTS
The Group operates a number of equity-settled, share-based compensation plans,
under which the entity receives services from employees as consideration for
equity instruments (options) of the Group. The fair value of the employee
services received in exchange for the grant of 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;
• excluding the impact of any service and non-market performance
vesting conditions (for example, profitability, sales growth targets and
remaining an employee of the entity over a specified time period);
• excluding the impact of any non-vesting conditions (for example
the requirement of the employees to save).
Assumptions about the number of options that are expected to vest include
consideration of non-market vesting conditions. The total expense is
recognised over the vesting period, which is the period over which all of the
specified vesting conditions are to be satisfied. At the end of each
reporting period, the entity revises its estimates of the number of options
that are expected to vest based on the non-market vesting conditions. It
recognises the impact of the revision to the original estimates, if any, in
the income statement, with a corresponding adjustment to equity.
When the options are exercised, the Group issues new shares. The proceeds
received net of any directly attributable transactions costs are credited to
share capital (nominal value) and share premium when the options are
exercised.
2.13 CURRENT AND DEFERRED TAX
The tax expense for the year comprises current and deferred tax. Tax is
recognised in the consolidated income statement, except to the extent that it
relates to items recognised in other comprehensive income or directly in
equity. In this case, the tax is also recognised in other comprehensive income
or directly in equity, respectively.
The current income tax charge is calculated on the basis of tax laws enacted
or substantively enacted at the balance sheet date in the countries where the
Company and its subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to
be paid to the tax authorities.
Deferred income tax is recognised on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the
consolidated financial statements. However, deferred tax liabilities are not
recognised if they arise from the initial recognition of goodwill; deferred
income tax is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that at
the time of the transaction effects neither accounting nor taxable profit or
loss.
Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantively enacted by the balance sheet date and are expected to
apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is
probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred income tax liabilities are provided on taxable temporary differences
arising from investments in subsidiaries except for deferred income tax
liability where the timing of the reversal of the temporary difference is
controlled by the Group and it is probable that the temporary difference will
not reverse in the foreseeable future.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries only to the extent that it is
probable the temporary difference will reverse in full in the future and there
is sufficient taxable profit available against which the temporary difference
can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred income tax assets and liabilities relate to income taxes
levied by the same taxation authority on either the same taxable entity or
different taxable entities where there is an intention to settle balances on a
net basis.
2.14 REVENUE RECOGNITION
Revenue is measured at the fair value of the consideration received or
receivable, and represents amounts receivable for the services supplied,
stated net of discounts, and value added taxes. The Group recognises revenue
when the contract is identified, performance obligation is determined,
transaction price (as defined for each service below) is determined and
allocated to performance obligation in accordance with IFRS 15.
Provision of services
The Group provided following lines of services during the period:
• Management services: accounting, tax, legal and other services
provided to portfolio companies. Revenue is recognized upon delivery of
services (with the use of output method to measure delivery over time) to each
portfolio Company and performance obligation is met as defined in the
management service contract. Directors consider the transaction price to be
clearly determined by amounts specified in the management service agreements.
Directors considered uncertainty of cash flows from sales to be limited,
considering payments are made by companies with excellent track record of
payments and clear definition of performance obligation upon which such
payment is made.
For breakdown of revenue from services recognised over time and at point of
time, please refer to Note 6 to Financial Statements.
2.15 INTEREST INCOME
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable (10%).
3. FINANCIAL RISK MANAGEMENT
3.1 FINANCIAL RISK FACTORS
(a) Portfolio risk/investment management
Investment in portfolio companies held by the Group requires a long-term
commitment with no certainty of return. The Group's portfolio primarily
comprises equity investments in early-stage and growth-stage technology
businesses, which are subject to a high degree of valuation risk, including
the risk of fair value reductions (impairment risk) if portfolio companies do
not perform in line with expectations or if market conditions deteriorate.
.
The fair value of each portfolio company represents management's best estimate
at the reporting date and is determined in accordance with IFRS 9 Financial
Instruments using appropriate valuation techniques and assumptions. These
include forecast revenues, expected growth rates, comparable company
multiples, and discount rates. Given the inherent uncertainty in these
assumptions, actual outcomes may differ, potentially resulting in material
downward adjustments to carrying values.
The Group manages valuation (impairment) risk in part through portfolio
diversification. As the number of investments increases, the Group's exposure
to adverse performance in any single portfolio company is reduced, as losses
in individual investments may be offset by stable or improved performance in
others. While diversification does not eliminate the risk of fair value
reductions, it reduces the overall volatility of portfolio returns and limits
the impact of any single underperforming investment on the Group's net assets
and results.
(b) Credit risk management
Credit risk is the risk of financial loss to the Group if a counterparty fails
to meet its contractual obligations. The Group's exposure to credit risk is
limited, as it does not have material trade receivables from external
customers. Instead, credit risk arises primarily from receivables due from
portfolio companies and related parties, including loan notes and intercompany
balances, as well as cash deposits held with financial institutions.
The Group manages this risk through ongoing monitoring of the financial
position and performance of its portfolio companies. Given the nature of these
counterparties-being entities in which the Group holds equity interests-credit
risk is closely linked to overall portfolio performance. The Directors
regularly review financial information, funding requirements, and commercial
progress of portfolio companies to assess the recoverability of outstanding
balances.
The Group does not typically hold collateral over balances due from portfolio
companies or related parties. Instead, credit exposure is mitigated through
structural and strategic factors, including:
· the Group's equity ownership and influence over portfolio
companies;
· alignment of interests in supporting portfolio companies to
achieve successful commercialization and exit outcomes.
Certain loan instruments, such as convertible loan notes, may provide downside
protection through conversion rights; however, these do not constitute
collateral in the traditional sense. Accordingly, the Group's maximum exposure
to credit risk generally remains equal to the carrying amount of the relevant
financial assets.
Cash balances are held with reputable financial institutions with high credit
ratings, which reduces the risk of counterparty default.
(c) Liquidity risk management
Cash flow forecasting is performed on a Group basis. The Directors monitor
rolling forecasts of the Group's liquidity requirements to ensure it has
sufficient cash to meet operational needs. Post period end, the Group
announced placing to raise GBP 1.5m in February 2026. At the reporting date
the Group held bank balances of approximately US$541,648. All amounts shown in
the consolidated statement of financial position under current assets and
current liabilities mature for payment within one year, with Trade and Other
Receivables exceeding Trade and Other Payables by US$ 374,956. Additionally,
the Group's investment portfolio includes significant amount of liquid
investments available as an alternative funding strategy.
(d) Financial risk management
The Company's Directors review the financial risk of the Group. Due to the
early stage of its operations the Group has not entered into any form of
financial instruments to assist in the management of risk during the period
under review.
(e) Market risk management
Due to low value and number of financial transactions that involve foreign
currency and the fact that the Group has no borrowings to manage, the
Directors have not entered into any arrangements, adopted or approved the use
of derivative financial instruments to assist in the management of the
exposure of these risks. It is their view that any exchange risks in such
transactions are negligible.
The Group also regularly monitors risk related to fair value of financial
instruments held such as convertible loan notes held.
(f) Foreign exchange risk management
Foreign exchange risk arises when individual Group entities enter transactions
denominated in a currency other than their functional currency. The Group's
policy is, where possible, to allow Group entities to settle liabilities
denominated in their functional currency, with the cash generated from their
own operations in that currency. Where Group entities have liabilities
denominated in a currency other than their functional currency (and have
insufficient reserves of that currency to settle them), cash already
denominated in that currency will, where possible, be transferred from
elsewhere within the Group.
A sensitivity analysis has been performed to assess the exposure of the Group
to foreign exchange movements. The Group only has exposure to movements of the
US dollar against UK Sterling. As at 31 December 2025, the Group's UK Sterling
net exposure relating to cash, receivables and payables denominated in UK
Sterling totals $541,648. A 10% strengthening or weakening of the US dollar
against the UK Sterling would have result in the increase/decrease of Group's
net profit by US$1,113,051.
(g) Interest rate risk management
The Group has no borrowings.
3.2 CAPITAL MANAGEMENT
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders, benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
In order to adjust or maintain the capital structure, the Group may adjust the
level of dividends paid to its shareholders, return capital to shareholders,
issue new shares or sell assets to reduce borrowings. The Group has no
external borrowings. This policy is periodically reviewed by the Directors,
and the Group's strategy remains unchanged for the foreseeable future.
The capital structure of the Group consists of cash and bank balances and
equity consisting of issued share capital, reserves and retained losses of the
Group. The Directors regularly review the capital structure of the Company and
consider the cost of capital and the associated risks with each class of
capital.
The Company's historic cost of capital has been the cost of securing equity
financings, which have averaged around 10%. The Company's long-term financial
goal is to optimise its returns on invested capital (ROIC) in excess of our
weighted average cost of capital (WACC) and as such create value for our
shareholders. The method the Company seeks to employ for achieving this is to
utilise its structural intellectual capital developed through its decade long
expertise in intellectual property and early stage incubation process to
mitigate selection bias and improve returns on invested capital. Ultimately,
management will seek to monetise these returns with exits from its investments
in portfolio companies.
4. 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 possible under the circumstances. The Directors made the
following judgements:
- determination as to the classification of the Group as an investment
entity as discussed in Note 2.4
The Directors also make 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 value of the assets and
liabilities within the next financial year are detailed below.
Key estimate/ judgment area Key assumption Potential impact within the next financial year Potential impact in the longer term Note reference for sensitivity analysis
Valuation of unquoted equity investments In applying valuation techniques to determine the fair value of unquoted Yes Yes Note 12
equity investments the Group makes estimates and assumptions regarding the
future potential of the investments. The policy of the Group is to value new
portfolio companies at cost of the acquired IP or equity plus associated
expenses to facilitate the acquisition. Existing portfolio companies are
valued using either a market transaction such as third-party funding or, in
the absence of a recent market transaction, by alternative methods and where
appropriate by an external, qualified valuation expert.
The fair value of Guident Limited reflects input in the form of value of
Guident Ltd's shares in its US subsidiary (Guident Corp) as determined by
recent market transactions of these shares.
Valuation This input was corroborated by Guident's enterprise valuation by applying Yes Yes Note 12
valuation of comparable companies to Company's sales projections (EV/Sales
of multiple).
unquoted equity investments
Key assumptions used are projected sales including remote monitor sales and a
comparable company multiple applied to company's projected sales.
Valuation of convertible loan notes In applying valuation techniques to determine the fair value of convertible Yes Yes Note 12
loan notes the Group and Company make estimates and assumptions regarding the
future potential of the investments, including discount factor applied for the
net present value of future cashflows from the loan.
5. SEGMENTAL REPORTING
The Directors consider the business to have two segments for reporting
purposes under IFRS 8 which are:
· professional services, including the provision of management services
to its portfolio companies. The activities grouped under this segment share
similar economic characteristics of provision of intellectual property
services to third party services.
· licensing and investment activities, including acquiring licences for
technologies, portfolio Company investment, development and commercialisation.
The activities share the goal of increasing the fair value of investments made
into portfolio companies by the Group.
Year ended 31 December 2025 Professional Licensing and TOTAL
Consolidated income statement Services Investment
US $ US $ US $
Revenue from Services 279,402 - 279,402
Changes in fair value on financial assets at fair value though profit or loss - (16,209,115) (16,209,115)
Interest Income - 734,013 734,013
Administrative Expenses (468,599) (1,412,458) (1,881,057)
Depreciation and Amortization (745) (1,635) (2,380)
Group operating loss (189,942) (16,889,195) (17,079,137)
Loss on ordinary activities before income tax (189,942) (16,889,195) (17,079,137)
Income tax expense (200) (600) (800)
Loss after tax (190,142) (16,889,795) (17,079,937)
Professional Licensing and TOTAL
Year ended 31 December 2024
Consolidated income statement Services Investment
US $ US $ US $
Revenue from Services 425,986 - 425,986
Changes in fair value on financial assets at fair value though profit or loss - 20,016,771 20,016,771
Cost of Sales (147,203) - (147,203)
Interest Income - 743,205 743,205
Administrative Expenses (446,854) (1,390,889) (1,837,743)
Depreciation and Amortization (10,508) (31,522) (42,030)
Other Income 425,986 - 425,986
Group operating (loss)/income (178,579) 19,337,565 19,158,986
(Loss)/Income on ordinary activities before income tax 19,158,986
(178,579) 19,337,565
Income tax expense (740) (2,221) (2,961)
(Loss)/profit after tax (179,319) 19,335,345 19,156,025
Segment assets and liabilities
2025 Professional Licensing and TOTAL
Consolidated statement of Services Investment
financial position US $ US $ US $
Assets 1,709,725 54,252,769 55,962,494
Liabilities (882,250) (882,250)
Net Assets 827,475 54,252,769 55,080,244
2024 Professional Licensing and TOTAL
Consolidated statement of Services Investment
financial position US $ US $ US $
Assets 1,437,807 69,201,744 70,639,551
Liabilities (571,568) - (571,568)
Net Assets 866,239 69,201,744 70,067,983
Year ended 31 December 2025 Period ended 31 December 2024
US $ US $
United Kingdom
Changes in fair value on financial assets at fair value though profit or loss (15,475,102) 21,086,120
Revenue from Services 326,143
United States
Revenue from Services 279,402 99,842
Portfolio return and revenue (15,195,699) 21,185,962
2025 2024
US $ US $
United Kingdom
Assets 54,252,769 69,201,744
Liabilities (134,428) (125,213)
United States
Assets 1,709,725 1,437,807
Liabilities (747,822) (446,355)
Total Net Assets 55,080,244 70,067,983
6. REVENUE FROM SERVICES
The table below discloses disaggregated revenue from services by their
nature/categories as well as timing of the revenue. Please refer to Note 12
for disaggregation of Group's Unrealised (loss)/profit on the revaluation of
investments.
Group Transferred at a point in time Transferred over time Total 2025 Transferred at a point in time Transferred over time Total 2024
US $ US $
Major service lines:
- Sales of Invention Evaluator reports - - (59,509) - (59,509)
- Tech transfer recruitment services - - - (40,333)
(40,333)
- Management services - 279,402 279,402 - (326.144) (326,144)
Total Revenue from Services - 279,402 279,402 (99,842) (326,144) (425,986)
All of the Group's major service lines are sold directly to consumers and not
through intermediaries. All revenue recognised in the reporting period
represent performance obligations satisfied in the current period. For
services transferred over time, output method was used to measure the
fulfilment of the performance obligation. Considering the nature of the
accounting, tax, legal and other services being provided under the agreements,
this method most faithfully depicts the transfer of the services to the
customer. Payment is typically due on a Net 30 days basis.
7. OPERATING EXPENSES AND COST OF GOODS SOLD
Group 2025 2024
US $ US $
Cost of goods related to services - 147,203
Depreciation of property plant and equipment 2,981 7,120
Research and development expenses - -
Amortisation of intangible assets - 34,911
Marketing and PR 49,023 47,157
IT & Software 44,426 82,817
Audit and accounting 179,715 157,765
Share based payments 34,457 84,584
Nominated Advisor and other exchange listing expenses 147,651 139,261
Director emoluments 445,802 691,993
Employee salaries 379,424 717,807
Other administration expenses 599,958 257,893
Foreign exchange movements - (328,651)
Total expenses 1,883,437 2,026,975
7.2 AUDITOR REMUNERATION
Group 2025 2024
US $ US $
Fees payable to the group's auditor and its associates for the audit of the 113,867 124,022
Group and Company financial statements
Audit of company's subsidiaries 15,818 32,306
129,685 156,328
8. EMPLOYEES
8.1 DIRECTOR'S EMOLUMENTS
Group 2025 2024
US $ US $
Directors emoluments* 445,802 661,013
Directors portion of Share Based Payments 3,915 1,400
Total 449,717 662,413
*excludes Directors NI of US$17,170 (2024:US$30,980).
The highest paid Director received a salary of US$272,052 (2024: $261,976) and
benefits of US$30,322 (2024: US$24,475). The highest paid Director received a
bonus of US$ 34,000 (2024: US$ 264,727). The highest paid Director did not
exercise any share options. The share-based payments associated with the
highest paid Director amounted to US$3,915 (2024: US$1,400).
Key management personnel (including Directors and Group Chief Financial
Officer) received salary of US$492,626 (2024: US$736,538), excluding Employers
National Insurance, Benefits in Kind and Share Base Compensation disclosed in
Directors Remuneration Report. Please also refer to Director's Report. No
Directors exercised their share options during the year. No post- employment
benefits or other long-term benefits are applicable for Directors.
8.2 EMPLOYEE BENEFIT EXPENSES
Group 2025 2024
US $ US $
Wages and salaries 338,165 656,149
Directors' remuneration 445,802 661,013
Social security costs 53,841 92,638
Share options granted to directors and employees 34,456 84,584
872,264 1,494,384
8.3 AVERAGE NUMBER OF PEOPLE EMPLOYED
Group 2025 2024
Number of employees
Average number of people (including executive directors) employed
Operations 3 4
Management 2 2
Total average headcount 5 6
9. INCOME TAX EXPENSE
Group 2025 2024
US $ US $
Current tax
Current tax on profits for the year 800 2,961
Total current tax 800 2,961
Income tax expense 800 2,961
Group 2025 2024
US $ US $
(Loss)/profit before tax (17,079,137) 19,158,986
Tax calculated at domestic tax rates applicable to profits (4,269,784) 4,789,746
Tax effects of:
- Expenses not deductible for tax purposes 4,045,996 (4,975,597)
- Movement in deferred taxes not recognized 224,588 188,812
Total income tax expense 800 2,961
The weighted average applicable tax rate was 25% (2024: 19%).
Unused tax losses of US$2,317,997 (FY24: US$2,301,814) of which a deferred tax
asset of US$ nil (FY24: US $ nil) has not been recognised due to uncertainty
over the recoverability of those losses through future profits.
10. EARNINGS PER SHARE (EPS)
Basic earnings per share are calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of Ordinary Shares
outstanding during the period. The Group has only issued ordinary shares in
issue, and as such no profit reconciliation was disclosed.
2025 2024
US $ US $
Earnings attributable to equity holders of the Group (US$) (17,079,937) 19,156,025
Weighted average number of ordinary shares in issue:
Basic 174,020,150 196,539,893
Effect of employee share options - 100,000
Diluted 174,020,150 196,639,893
Basic earnings per share (0.10) 0.10
Diluted earnings per share (0.10) 0.10
Diluted earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the sum of weighted average number of (1) Ordinary
Shares outstanding during the period and (2) any dilutive potential Ordinary
Shares outstanding as at 31 December 2025.
Diluted EPS includes impact of vested Employees Share Option Awards whose
strike price was below Tekcapital's share price as quoted on the AIM market,
which would have no dilutive impact on shares.
The Group completed placements of total of 26,554,397 new ordinary shares
during the financial year.
11. INVESTMENTS OF THE GROUP
Entity name Country of incorporation Proportion of ordinary shares directly and indirectly held Nature of business Capital and reserves as at 31 Dec 2025 Net Profit/(Loss) for year ended 31 Dec 2025
The following are under ownership of Tekcapital Europe Limited US$ US$
Lucyd Limited England and Wales 100% Provider of high-tech eyewear (1,947,549) (1,052,402)
Innovative Eyewear Inc(1) United States of America 5% Provider of high-tech eyewear N/A(5) N/A
MicroSalt plc England and Wales 58% Developer of low sodium salt and snack foods N/A N/A
MicroSalt Inc(2*) United States of America 92% Developer of low sodium salt and snack foods N/A N/A
Guident Limited England and Wales 100% Developer of autonomous vehicle software safety solutions N/A N/A
Guident CORP(3*) United States of America 91% Developer of autonomous vehicle software safety solutions (5,484,994) (7,504,776)
GENIP plc England and Wales 54% Developer of GenAI IP services
Smart Food Tek Limited 19 (#_ftn19) England and Wales 100% Developer for baked food coating to reduce fat (116,114) -
(1) owned by Lucyd Limited
(2) owned by MicroSalt plc
(3) owned by Guident Limited
(4) Smart Food Tek Ltd was dissolved on 20 June 2024
(5) not available as of date of this report
As at the year end, the Group has no interest in the ownership of any other
entities or exerts any significant influence over or provides funding which
constitutes an "unconsolidated structured entity".
All UK subsidiaries are exempt from the requirement to file audited accounts
by virtue of section 479A of the Companies Act 2006.
Tekcapital Europe Ltd (registered address 12 New Fetter Lane, London, United
Kingdom, EC4A 1JP) and Tekcapital LLC (registered address 11900 Biscayne Blvd,
Suite 630, Miami, Florida, 33181, United States) are consolidated by
Tekcapital plc because they continue to provide IP search services and
management services. Tekcapital plc owns 100% of both entities.
All other entities are measured at fair value through profit and loss based in
IFRS 10 as referenced in Note 2.4, including 100% owned Lucyd Ltd and Guident
Ltd which represent portfolio companies of the Group. The Group provides
management service support to Lucyd Limited, and Guident Limited, as well as
has provided working capital assistance through convertible loan note
financing (see also Note 12) to Guident and Microsalt. The Group also assists
the entities with their fundraising activities.
12. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS
The Group's financial assets at fair value through profit and loss consist of
equity investments (2025:US $46,945,647, 2024:US $61,454,673) and convertible
loan notes (2025:US$ 7,869,442 2024:US $7,747,071) totalling US $54,252,769
(2024:US $69,201,744).
12.1 EQUITY INVESTMENTS
The Group's investments in portfolio companies in the years ended 31 December
2025 and 31 December 2024 are listed below. The principal places of business
for portfolio companies listed below is the UK and in the U.S.
Group Proportion of ordinary shares as at 31 Dec 2025 1 Jan 2025 Additions Disposal Foreign Exchange movement Fair Value change 31 Dec 2025
US $ US $ US $ US $ US $ US $
Guident Limited 100% 18,083,264 2,282,356 - - 2,557,544 22,923,164
Lucyd Limited 100% 1,297,275 - - (1,038,729) 258,547
MicroSalt plc 58% 36,928,090 (582,267) 2,701,052 (16,799,089) 22,247,785
Belluscura plc 0% 970,362 - - (970,362) -
Smart Food Tek Ltd 100% 38,422 - - 38,422
GEN IP plc 54% 4,137,260 - 304,470 (2,964,000) 1,477,729
Total Balance 61,454,673 2,282,356 (582,267) 3,005,522 (19,214,637) 46,945,647
Group Proportion of ordinary shares as at 31 Dec 2024 1 Jan 2024 Additions Disposal Foreign Exchange movement Fair Value change 31 Dec 2024
US $ US $ US $ US $ US $ US $
Guident Limited 100% 18,083,264 - - - - 18,083,264
Lucyd Limited 100% 2,189,794 - - - (892,519) 1,297,275
MicroSalt Limited 69% 16,671,147 1,397,557 - (306,412) 19,165,798 36,928,090
Belluscura Plc 5% 4,142,941 - (1,047,122) (42,968) (2,082,489) 970,362
GEN IP plc 63% - 319,133 - (7,855) 3,825,982 4,137,260
Smart Food Tek Limited 100% 38,422 - - - - 38,422
Total Balance 41,125,568 1,716,690 (1,047,122) (357,235) 20,016,772 61,454,673
The valuation techniques used fall under, Level 1 - Observable inputs that
reflect quoted prices (unadjusted) for identical assets or liabilities in
active markets, Level 2 - inputs other than quoted prices included in Level 1
that are observable for the asset or liability either directly or indirectly,
and Level 3- Other techniques as defined by IFRS 13. These techniques were
deemed to be the best evidence of fair values considering the early stage of
portfolio companies.
Due to the Group being a majority shareholder for Microsalt plc and GenIP plc
as of 31 December 2025, the control premium of 15% was applied to both
companies and the Group's investment in both companies was classified under
Level 3, unchanged from 31 December 2024 classification. Fair value
measurement hierarchy for financial assets as at 31 December 2025 with
comparative amounts as of 31 December 2024:
Total Level 1 Level 2 Level 3
31 December 2025 US$ US$ US$ US$
Belluscura plc - - - -
Lucyd Limited 258,547 258,547 - -
Guident Limited 22,923,164 - - 22,923,164
Microsalt plc 22,247,785 - - 22,247,785
Smart Food Tek Limited 38,422 - - 38,422
GEN IP plc 1,477,729 - - 1,477,729
Total Balance 46,945,647 258,546 - 46,687,100
31 December 2024 Total Level 1 Level 2 Level 3
US$ US$ US$ US$
Belluscura plc 970,362 970,362 - -
Lucyd Limited 1,297,275 - 1,297,275 -
Guident Limited 18,083,264 - - 18,083,264
GENIP plc 4,137,260 - - 4,137,260
Microsalt plc 36,928,090 - - 36,928,090
Smart Food Tek Limited 38,422 - - 38,422
Total Balance 61,454,673 970,362 1,297,275 59,187,036
GUIDENT LTD (US$2.6M GAIN)
The Net Book Value of Guident Ltd of $22,923,164 as of 31 December 2025
consists of valuation of 22,586,641 shares of Guident CORP, as determined by
the valuation of $25,000,000 established for the August 2025 Convertible
Promissory Note sale of $421,000 to third party investors. With 5,200,267
shares held by Guident Ltd, equivalent to 91.6% of Guident CORPs issued
shares, price of $4.41 per share was applied to Guident Ltd's holding
resulting in valuation of $22,923,164. As a result, fair value gain of
US$2,557,544 was recorded in addition to the cost basis increase of $2,282,356
due conversion of Convertible Loan Note into Guident CORP's shares in January
2025.
This input was corroborated by Guident CORP's enterprise valuation by applying
the forward revenue multiple on Company's estimated revenue projections.
Key assumptions used in management's valuation are:
- Estimated revenue projections: calculated as midpoint between annualised
expected 2026 revenue and 2027 projected revenues.
- Price to sales ratio of 6.3x applied to projected sales, based on an average
of price-to-sales ratios of comparable companies.
The discounted cash-flow method did not provide an indication that the
valuation at year end was materially misstated.
MICROSALT (US$16.8M LOSS)
The fair value of the holding decreased by US$15,082,224 during the year due
to:
- movement in the Company's share price on AIM market of London
Stock Exchange, and closing price of 44p as of 31 December 2025 compared to
opening price of 76.50p, creating a US$17,984,109 fair value loss,
- Fair value of the control premium given Tekcapital's majority
shareholding of US$2,901,885, calculated as 15% of Company's shareholding in
Microsalt.
The Company disposed of 598,214 shares of Microsalt plc in February 2025 and
June 2025 for total of US$582,267 and recorded a foreign exchange adjustment
of US$2,701,052. With total of 32,707,535 shares held by Tekcapital Europe
Ltd, a fair value of US$22,247,785 was arrived at as of 31 December 2025.
BELLUSCURA PLC (US $1M LOSS)
The fair value of the holding decreased by US$ 970,362 during the year due to
write off of Tekcapital Group's investment in Belluscura. Belluscura
experienced a severe financial collapse in late 2025 following the Chapter 7
bankruptcy filing of its wholly owned U.S. operating subsidiary, Belluscura
LLC on 29 October 2025. Subsequent foreclosure and sale of the subsidiary's
assets by its secured lender materially impaired Belluscura plc's financial
position.
LUCYD (US $0.9M LOSS)
The fair value of the holding decreased by US$ 1,038,729 during the year due
to the movement in the Company's share price at NASDAQ market, and closing
price of US$1 as of 31 December 2025, compared to US$5 as of 31 December 2024.
With 259,455 shares held by the Group, a fair value of US$ 258,547 was
arrived at as of 31 December 2025. This investment is classified as Level 2 on
the basis of the fact that the direct shareholding is in Lucyd Ltd, whose
primary asset is the listed investment in Innovative Eyewear Inc.
GENIP PLC (US $3.0M LOSS)
The fair value of the holding decreased by US$3.0m during the year due to:
- movement in the Company's share price at AIM market of London
Stock Exchange, and closing price of 0.865p as of 31 December 2025.
- Fair value of the control premium given Tekcapital's majority
shareholding of US$192,747, calculated as 15% of Company's shareholding in
GenIP.
With total of 11,050,769 shares held by Tekcapital Europe Ltd, a fair value of
US$1.3m was arrived at as of 31 December 2025. Combined with fair value of
control premium of $0.19m, total fair value of $1.5m was calculated as of 31
December 2025.
SMART FOOD TEK (NIL GAIN / NIL LOSS)
Considering early commercialisation stage, the Group records its investment in
Smart Food Tek at cost. The directors do not consider that any other available
information would materially change or give a more reliable representation of
the value.
The Group exercised judgment in determination of sufficiency of portfolio
companies' cash reserves, forecasts and ability to raise money to achieve
their fair values. Directors reviewed and questioned the forecasts used,
standing liquidity and working capital balances, as well as discussed
capability and plans to raise money in the future with directors or management
of portfolio companies. Based on the review, the Group made a positive
determination as to portfolio companies' likely ability to achieve fair values
considering liquidity factors.
The significant unobservable inputs used in the fair value measurement
categorised within Level 3 of the fair value hierarchy, together with a
quantitative sensitivity analysis as at 31 December 2024 are shown as below.
No sensitivities have been disclosed on immaterial, non-listed investments as
the fair value equates to cost.
Investment Valuation Significant Estimate Sensitivity of the input
Technique unobservable applied to fair value
input
Guident* Forward Revenue Multiple Forward revenue multiple 6.3 A 1.0x increase in the forward revenue multiple would increase the Guident
enterprise valuation by approximately US$5.0m. A 1.0x decrease in the forward
revenue multiple would decrease the Guident enterprise valuation by
approximately US$5.0m.
Microsalt Share price per LSE including control premium Control premium 15% A 5% increase in the control premium applied to valuation of Microsalt plc
shares held by increase the Microsalt plc valuation by US$1m. A 5% decrease in
the control premium applied to valuation of Microsalt plc shares would
decrease the Microsalt valuation by US$1m.
A 5% increase in the control premium applied to valuation of GENIP plc shares
held by increase the Microsalt plc valuation by US$0.1m. A 5% decrease in the
GenIP Share price per LSE including control premium Control premium 15% control premium applied to valuation of GenIP plc shares would decrease the
GenIP valuation by US$0.1m.
The fair value of the Group's investment in Guident has been determined using
a forward revenue multiple methodology. The valuation incorporates
management's estimates of future revenues together with an assessment of
market-based revenue multiples derived from comparable companies operating
within the autonomous vehicle, remote monitoring and mobility technology
sectors.
The selected forward revenue multiple of 6.3x was determined with reference to
observable market data from comparable companies. Comparable company revenue
multiples observed during the valuation assessment ranged from 4.9x to 12.4x.
In determining the selected multiple, management considered the relative stage
of commercial development, market positioning, growth expectations and
execution risks associated with Guident.
Revenue forecasts applied within the valuation model represent significant
unobservable inputs and are inherently judgemental. These forecasts have not
been separately disclosed as they are considered commercially sensitive
forward-looking information in light of ongoing strategic and capital markets
considerations.
The sensitivity analysis presented above reflects management's assessment of
reasonably possible changes in the selected valuation multiple at the
reporting date. The valuation remains sensitive to changes in both market
valuation conditions and the achievement of forecast operational performance.
12.2 CONVERTIBLE LOAN NOTES
During the year, the Group also held multiple convertible loans issued by its
portfolio companies, including:
• Convertible note issued by Guident Ltd for the total of
US$5,000,000, issued at 10% coupon rate including option to convert the debt
into shares at market price (no discount against future equity placements
offered). The note can be converted into Guident's equity upon occurrence of
certain conversion events including future share placements. The US$3,000,000
note originated in September 2023 or can be converted into Guident's equity
upon occurrence of certain conversion events. No conversions occurred during
the period. As of 31 December 2025, US$5,000,000 was outstanding.
• A convertible loan note issued by Microsalt Inc was constituted on
1 March 2023. The principal amount of convertible loan notes was limited to
US$2,000,000. The convertible loan notes carry interest at the rate of 10 per
cent per annum. As of 31 December 2025, US$2,000,000 was outstanding on the
convertible loan notes, compared to US$2,000,000 as of 31 December 2024.
• A convertible loan note issued by Microsalt Inc was constituted by
the Company on 7 November 2023. The principal amount of convertible loan notes
was limited to US$2,000,000. The convertible loan notes carry interest at the
rate of 10 per cent. per annum. As of 31 December 2025, US$869,442 was
outstanding on the convertible loan notes, compared to US$747,072 as of 31
December 2024.
The Group's investments in convertible notes in the years ended 31 December
2025 and 31 December 2024, as well as their fair value hierarchy, are listed
in tables below:
Group 31 Dec 2024 Additions Disposal FX reval Fair Value change 31 Dec 2025
US $ US $ US $ US $ US $ US $
Guident Corp 5,000,000 2,282,356 (2,282,356) - - 5,000,000
Microsalt plc 2,747,072 139,982 - (17,612) - 2,869,442
Total Balance 7,747,072 2,422,338 (2,282,356) (17,612) - 7,869,442
Group 31 Dec 2023 Additions Disposal FX reval Fair Value change 31 Dec 2024
US $ US $ US $ US $ US $ US $
Guident Corp 3,000,000 2,000,000 - - - 5,000,000
Microsalt plc 2,528,427 552,964 (334,319) - - 2,747,072
Total Balance 5,528,427 2,552,964 (334,319) - - 7,747,072
Included in additions are non-cash movements for both, in relation to
management services income of US$140,329 (Guident CORP) and interest income of
US$743,013 (US$464,559 for Guident CORP and US$269,454 for Microsalt Inc).
Total Level 1 Level 2 Level 3
31 December 2025 US $ US $ US $ US $
Guident Corp 5,000,000 - - 5,000,000
Microsalt plc 2,869,442 - - 2,869.442
Total Balance 7,869,442 - - 7,869,442
31 December 2024 Total Level 1 Level 2 Level 3
US $ US $ US $ US $
Guident Corp 5,000,000 - - 5,000,000
Microsalt Inc 2,747.072 - - 2,747,072
Total Balance 7,747,072 - - 7,747,072
The fair value of the convertible loans issued by Guident Corp and MicroSalt
has been calculated using a Discounted Cash Flow Analysis. The unobservable
input used in the fair value assessment is the discount rate of 10%.
Increasing or decreasing the discount rate by 2% used would not result in
material changes in the fair value of the assets for Guident and Microsalt.
12.3 INTEREST FROM FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS
The Group earned following interest income from its portfolio companies during
the period:
31/12/2025 31/12/2024
Microsalt Inc 269,454 303,900
Guident Corp 464,559 439,068
Gen IP plc - 237
Total Balance 734,013 743,205
13. PROPERTY, PLANT AND EQUIPMENT
GROUP Leasehold Improvements Office equipment Computer Equipment Total
US $ US $ US $ US $
Opening cost 1 December 2023 17,541 37,066 31,269 85,877
Additions - - - -
Closing cost 31 December 2024 17,541 37,066 31,269 85,877
Additions - - 1,070 1,070
Closing cost 31 December 2025 17,541 37,066 32,339 86,47
Accumulated depreciation and impairment
Accumulated depreciation at 31 Dec 2023 (13,775) (27,482) (30,348) (71,605)
Depreciation charge (3,766) (2,556) (797) (7,119)
Accumulated depreciation at 31 December 2024 (17,541) (30,038) (31,145) (78,724)
Depreciation charge - (2,557) (424) (2,981)
Accumulated depreciation at 31 December 2025 (17,541) (32,595) (31,569) (81,705)
Closing net book value 31 December 2024 - 7,028 124 7,152
Closing net book value 31 December 2025 - 4,471 770 5,241
14. TRADE AND OTHER RECEIVABLES
2025 2024
US $ US $
Trade receivables -
Trade receivables - net -
Vat recoverable - 47,848
Prepayments 26,084 25,121
Receivables from related parties 1,149,207 571,396
Total trade and other receivables 1,175,291 644,365
The fair value of trade and other receivables are not materially different to
those disclosed above. The credit loss allowance was assessed for the Group as
at 31 December 2025 and there was no increase/decrease in the expected credit
loss allowance (2024: $nil). Group's exposure to credit risk related to
receivables from related parties is detailed in Note 3 to the consolidated
financial statements.
15. CASH AND CASH EQUIVALENTS
GROUP 2025 2024
US $ US $
Cash at bank and in hand 529,193 786,290
Total cash and cash equivalents 529,193 786,290
16. CATEGORIES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
GROUP 2025 2024
US $ US $
Financial assets at fair value through profit and loss 54,252,771 69,201,744
Financial assets at amortised cost 1,149,207 571,396
Cash and equivalents at amortised cost 529,193 786,290
55,931,170 70,559,430
Financial liabilities
Trade and other payables at amortised cost 843,901 538,800
17. SHARE CAPITAL
Number Ordinary Total
Group and Company of shares Share US$ US $
Issued and fully paid up
As at 31 December 2023 178,088,262 973,329 973,329
Shares issued in further public offering 33,331,709 168,742 168,742
As at 31 December 2024 211,419,971 1,142,071 1,142,071
Shares issued in further public offering 26,554,397 140,855 140,855
As at 31 December 2025 237,974,268 1,282,926 1,282,926
The shares have full voting, dividend and capital distribution (including on
winding up) rights; they do not confer any rights of redemption. The following
shares were issued during the year:
• January 2025: 5,128,205 shares were issued in the placing of new
ordinary shares at £0.098. Total proceeds of US$611,850 were netted against
cost of raising finance in the amount of US$18,539.
• June 2025: 17,857,144 shares were issued in the placing of new
ordinary shares at £0.07. Total proceeds of US$1,690,058 were netted against
cost of raising finance in the amount of US$120,224.
• October 2025: 3,569,048 shares issued in the placing of new
ordinary shares at £0.10. Total proceeds of US$503,439 were netted against
cost of raising finance in the amount of US$15,345.
The Company has authorised share capital of 237,974,268 with a nominal value
of £0.004. Of these shares, 237,974,268 were issued and fully paid up.
18. TRADE AND OTHER PAYABLES
The fair values of trade and other payables are not materially different to
those disclosed below.
The Group's exposure to currency and liquidity risk related to trade and other
payables is detailed in note 3 to the accounts.
2025 2024
Group US $ US $
Trade creditors 79,695 105,530
Amounts due to related parties 624,632 307,556
Social security and other taxes 15,774 10,423
Accruals and other creditors 139,573 125,216
859,674 548,725
19. DEFERRED REVENUE
No material changes to the Group's deferred revenue balance of US$22,844 as of
31 December 2024 were made. The deferred revenue is expected to be recognized
during next 2 years.
20. DEFERRED INCOME TAX
Unused tax losses for which no deferred tax assets have been recognised are
attributable to the uncertainty over the recoverability of those losses
through future profits and do not expire. A tax rate of 25% has been used to
calculate the potential deferred tax.
2025 2024
Deferred tax US $ US $
Depreciation in excess of capital allowances (745) (10,508)
Short term timing difference - -
Tax losses (2,090,017) (2,291,306)
Unprovided deferred tax asset 2,089,272 2,301,814
- -
21. DIVIDENDS
No dividend has been recommended for the period ended 31 December 2025 (2024:
Nil) and no dividend was paid during the year (2024: Nil).
22. COMMITMENTS
Capital commitments
The Group entered into multiple convertible loan note agreements with its
portfolio companies. Please see note 12 for details regarding outstanding
commitments from these agreements.
Lease commitments
The Group did not have any material contracts withing the scope of IFRS 16.
Consequently, the Group did not recognise any right-of-use assets and lease
liabilities during the period.
23. SHARE BASED PAYMENTS
The Group operates an approved Enterprise management scheme and an unapproved
share option scheme. Both schemes include typically 3-year vesting period and
5-year option life, with exercise price based on the grant date.
The fair value of the equity settled options granted is expensed over the
vesting period and is arrived at using the Black-Scholes model. The
assumptions inherent in the use of this model are as follows:
The weighted average fair value of options outstanding was £0.05p. Volatility
was calculated using Group's historical share price performance since 2017.
The share-based payment expense for the year was US$34,456 (2024: US$84,585).
Details of the number of share options and the weighted average exercise price
outstanding during the year as follows:
2025 2025 2024 2024
Avg. Exercise Options Avg. Exercise Options
price per (Number) price per (Number)
Group and Company share £ share £
As at 1 January 2025 0.2746 8,865,000
0.26 9,785,000
Granted - - 0.111 2,400,000
Exercised - - - -
Forfeited/expired 0.17 (5,635,000)** 0.0783 (1,480,000)
As at 31 December 2025 0.21 4,150,000 0.26 9,785,000
Exercisable as at period end 2,166,667 6,696,667
The weighted average exercise price for the options exercisable as at 31
December 2025 and 31 December 2024 was £0.17p and £0.17p respectively.
*includes primarily options expiring "out-of-the-money".
The weighted average remaining contractual life is 2.4 years (2024: 2.0
years).
The range of exercise prices for options outstanding at the end of the year
was £0.11p - £0.325p (2024: £0.052p - £0.325p).
24. RELATED PARTY TRANSACTIONS
Details of Directors' remuneration and grant of options are given in the
Directors' report. Please also refer to Note 8.1 for payments related to key
management personnel.
Please refer to tables below for detail of relationships and transactions
between The Group and its subsidiaries.
Convertible note receivable
2025 2024
Group US $ US $
Guident Corp 5,000,000 5,000,000
MicroSalt Inc 2,869,442 2,747,072
7,869,442 7,747,072
Balances with related parties
2025 2024
Group US $ US $
Guident Corp 1,136,556 444,651
Smart Food TEK - 66,429
Lucyd Ltd (43,583) (74,170)
Innovative Eyewear Inc (322,820) (11,585)
MicroSalt plc (192,051) (188,862)
GenIP plc (5,707) 11,887
Other (47,820) 3,573
524,575 263,840
Management fees
2025 2024
Group US $ US $
Guident Corp 140,328 139,842
Innovative Eyewear Inc 139,074 147,475
279,402 326,144
Interest Income
2025 2024
Group US $ US $
Guident Corp 464,559 439,068
MicroSalt Inc 269,454 303,900
GenIP plc - 237
734,013 743,205
Related party transactions were made on terms equivalent to those that prevail
in arm's length transactions and are made only if such terms can be
substantiated.
25. EVENTS AFTER THE REPORTING PERIOD
Post period end, Group announced a new placement of 18,750,000 new ordinary
shares of 0.4 pence each in the Company at a price of 8 pence per share to
raise £1.5m in February 2026.
On 22 May 2026, the Group announced it secured an equity stake in Vesari Inc.
("Vesari"), a new U.S. incorporated company (Vesari.ai (http://www.vesari.ai)
) established to acquire, develop and commercialise artificial intelligence
("AI") related intellectual property in the field of geothermal-powered
hyperscale data centres.
1 (#_ftnref1) Unrealised depreciation is the paper loss on an investment
whose current market value has fallen below its previously recorded carrying
value, but which has not yet been sold
2 (#_ftnref2) Post period end, the Group announced it secured an
equity stake in Vesari Inc. ("Vesari"), a new U.S. incorporated company
(Vesari.ai) established to acquire, develop and commercialise artificial
intelligence ("AI") related intellectual property in the field of
geothermal-powered hyperscale data centres.
3 (#_ftnref3)
https://crashstats.nhtsa.dot.gov/Api/Public/ViewPublication/813778
4 (#_ftnref4) https://thevisioncouncil.org/
5 (#_ftnref5)
https://www.prnewswire.com/news-releases/innovative-eyewear-inc-announces-record-breaking-65-annual-sales-growth-in-2025--insider-buying-intent-302654534.html
6 (#_ftnref6)
https://www.citigroup.com/global/insights/ai-glasses-the-next-fast-growing-edge-device
7 (#_ftnref7) https://www.precedenceresearch.com/generative-ai-market
8 (#_ftnref8)
https://www.fortunebusinessinsights.com/generative-ai-market-107837
9 (#_ftnref9) https://genip.ai/
10 (#_ftnref10)
https://www.prnewswire.com/news-releases/innovative-eyewear-inc-announces-record-breaking-65-annual-sales-growth-in-2025--insider-buying-intent-302654534.html
11 (#_ftnref11) https://www.globenewswire.com/
12 (#_ftnref12)
https://polaris.brighterir.com/public/tekcapital_plc/news/rns/story/r7k8mjw
13 (#_ftnref13) Powering Intelligence 2026: Updated Scenarios of U.S. Data
Center Electricity Use and Power Strategies
14 (#_ftnref14)
https://eta-publications.lbl.gov/sites/default/files/2024-12/lbnl-2024-united-states-data-center-energy-usage-report_1.pdf
15 (#_ftnref15)
https://www.iea.org/reports/key-questions-on-energy-and-ai/executive-summary
16 (#_ftnref16)
https://www.goldmansachs.com/insights/articles/ai-to-drive-165-increase-in-data-center-power-demand-by-2030
17 (#_ftnref17) ORC stands for Organic Rankine Cycle
18 (#_ftnref18) Power Usage Effectiveness is the data centre industry's
standard metric for measuring how efficiently a facility uses electricity,
defined as: PUE = Total facility energy ÷ IT equipment energy
(#_ftnref19)
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