Chief Executive's Summary

INTRODUCTION

2024 marked a pivotal year for GenIP Plc as we seek to establish ourselves as a global leader in Generative AI analytical services, operating at the critical intersection of technology commercialisation and the complimentary executive recruitment service.

Our business model is built upon creating value for stakeholders by empowering research institutions, universities, and private enterprises to evaluate breakthrough innovations and accelerate commercial success. Through our AI-powered Invention Evaluator platform, which provides deep market insights, and use of AI tools to drive the Vortechs process, which connects executive talent with emerging technology ventures, we facilitate informed decision-making and leadership placement, enabling organisations to maximize their potential.

To measure our effectiveness and value creation, we track key performance metrics, including:

•    Revenue distribution by customer type - Universities and research institutions contribute 60.4% of total revenue, while private enterprises account for 39.6%, reflecting our broad stakeholder impact.

•    Geographic expansion - With 68.2% of revenue derived from North America, 16.6% from South America, and 9.2% from Asia, our strategy focuses on further penetration in high-growth regions.

•    Platform adoption & engagement - Measuring the growth in the number of institutions and corporate partners utilising our platforms.

•    Executive placement success - Tracking the effectiveness of leadership matchmaking in driving commercialisation of disruptive innovations.

•    AI-driven analytical accuracy - Regular benchmarking ensures our models deliver precise and actionable insights.

These principles guide our strategy and performance evaluation as we continue to grow and refine our offering to meet the evolving needs of our stakeholders.

STRATEGY

GenIP Plc's strategic priorities for 2025 and beyond focus on sustainable growth through:

•    Enhancing AI capabilities - Investing in our technology infrastructure and refining our predictive models for deeper market insights.

•    Scaling executive recruitment - Strengthening our services to ensure high-growth technology ventures have access to world-class leadership.

•    Expanding international presence - With increasing demand in South America and Asia, we aim to further penetrate these key markets.

•    Optimising operational efficiency - Maintaining financial sustainability while strategically investing in technological innovation and talent.

These objectives position GenIP Plc to drive long-term shareholder value through innovation, strategic expansion, and operational excellence.

PERFORMANCE

Our success is defined by both financial and operational performance, ensuring sustained business growth. Key non-financial performance indicators include:

•    Customer engagement & retention - A strong, repeat-client base demonstrates trust in our services, with universities favouring Invention Evaluator and private enterprises leveraging Vortechs for executive placement.

•    Geographic growth - North America remains our largest market, with substantial traction in South America and Asia, highlighting our expansion potential.

•    Leadership placement effectiveness - Matching top-tier executive talent with emerging technology ventures ensures successful commercialisation of breakthrough innovations.

•    AI-driven insights & accuracy - Our services continuously evolve to provide the most comprehensive market intelligence.

•    Commitment to ethical AI & sustainability - We maintain transparency and adhere to responsible AI standards to build trust with stakeholders.

With strong industry demand, a resilient business model, and a commitment to continuous innovation, GenIP Plc is well-positioned to deliver sustainable value for shareholders. 

 

STAKEHOLDER ENGAGEMENT

GenIP Plc recognizes that sustained success is built on strong and meaningful relationships with our key stakeholders. We proactively engage with customers, suppliers, employees, investors, and shareholders to foster collaboration, enhance transparency, and drive mutual value creation.

Customers

Our AI-powered services - Invention Evaluator and Vortechs - are designed to serve the unique needs of universities, research institutions, and private enterprises worldwide. GenIP actively engages with customers through:

•    Tailored AI solutions - Continuous refinement of our analytical models based on direct client feedback ensures high-value insights.

•    Industry Events and Sponsorships - Attendance and sponsorship at key industry events have enhanced market accessibility and are opening opportunities for strategic partnerships with innovation hubs and technology accelerators.

Outcome: Increased adoption across South America, and Asia, with repeat business from Noth American research institutions and technology ventures, reinforcing trust in GenIP's offerings.

Suppliers & Technology Partners

GenIP's business model relies on collaboration with specialist technology firms, AI developers, and data providers to optimise platform capabilities. Our engagement initiatives include:

•    Strategic supplier agreements - Long-term partnerships ensure access to cutting-edge AI technologies.

•    Sustainability-focused sourcing - Ethical AI implementation is a priority in supplier selection, supporting responsible tech development.

Outcome: Increased platform precision and industry relevance, strengthening GenIP's competitive advantage in AI-driven technology assessment.

Employees

Talent is central to GenIP's success. We prioritise employee engagement, professional development, and workplace well-being through:

•    Performance-driven culture - Career progression and leadership development pathways foster long-term retention.

•    Flexible & inclusive workplace policies - Our commitment to diversity, equity, and inclusion enhances team collaboration and innovation.

Outcome: High employee satisfaction and an innovative workplace culture, enabling sustained business growth.

Investors & Shareholders

GenIP maintains open and transparent communication with investors and shareholders, ensuring alignment with long-term value creation. Engagement efforts include:

•    Regular financial & operational updates - Clear reporting on business performance, including revenue trends and expansion strategies.

•    Investor briefings & shareholder meetings - Providing insights into growth initiatives, market opportunities, and risk management strategies.

•    Governance & ethical AI commitment - Strong adherence to corporate governance standards reinforces investor confidence. Outcome: Continued investor trust, strategic growth investments, and a robust financial position, supporting GenIP's expansion objectives.

With strong stakeholder engagement, GenIP Plc is well-positioned for sustained success, ensuring that all partners-from customers to shareholders-benefit from our commitment to innovation, collaboration, and responsible growth.

CLOSING REMARKS

GenIP Plc's first financial period has been transformative, and our focus in 2025 is clear-accelerate revenue, optimise operations, and drive innovation.

I thank our shareholders, employees, and clients for their trust and support. We are excited about the future and look forward to delivering continued success.

 

Ms M Cruz

                          Chief Executive Officer 
                              Date: 3 June 2025

 

SECTION 172(1) STATEMENT

The Board of Directors of GenIP Plc (see Board of Directors pages for details on individual Directors) is committed to making decisions that promote the long-term success of the Company. In doing so, it ensures the highest standards of corporate governance and ethical conduct. The Board acknowledges that sustainable growth is achieved by understanding and respecting the interests of investors, customers, employees, suppliers, stakeholders, and the broader environment in which the Company operates.

Each Director undertakes their duties with diligence, ensuring their actions align with the Company's purpose and long-term objectives. In accordance with Section 172(1) of the Companies Act 2006, the Board has due regard for the following key considerations:

a)  Long-Term Consequences of Decisions

GenIP Plc's strategic vision is centered on generating sustainable value through innovation. By facilitating research institutions, universities, and enterprises in assessing groundbreaking discoveries, the Company advances commercial success in emerging markets.

The Board maintains a forward-looking approach, considering the broader implications of its decisions, ensuring resilience and adaptability in a dynamic global landscape. Investment decisions integrate these considerations, safeguarding the Company's long-term sustainability.

b)  Interests of Employees

GenIP Plc is dedicated to fostering an inclusive workplace culture where employees feel valued and engaged. The Board prioritises health, safety, and wellbeing in its decision-making, reinforcing measures that enhance working conditions and support professional development.

Employee feedback is actively encouraged, informing the evolution of business processes and workplace policies. Wellbeing initiatives are continuously refined based on workforce input, ensuring the Company nurtures talent while driving collective success.

c)  Business Relationships with Suppliers, Customers, and Stakeholders

The Board recognizes the importance of maintaining strong relationships with customers, suppliers, and other stakeholders. GenIP Plc is committed to improving the world through university discoveries, investing in innovations that enhance societal wellbeing and technological advancement.

Delivering high-quality, reliable services to customers remains a priority, alongside ensuring collaborative and ethical engagement with suppliers to sustain operational excellence.

d)  Impact on the Community and the Environment

The Board carefully considers the environmental and social impact of the Company's operations. As part of responsible corporate governance, GenIP Plc integrates sustainability considerations into investment screening processes.

Environmental responsibility is embedded in decision-making, ensuring business activities align with broader societal needs.

e)  Reputation for High Standards of Business Conduct

GenIP Plc upholds the highest standards of corporate integrity, ensuring ethical considerations guide Board decision-making and business activities. Culture, values, and governance are key drivers in how the Company creates long-term value and maintains its reputation.

The Board enforces rigorous ethical principles that apply to Directors, employees, and associated stakeholders, ensuring accountability and compliance with regulatory expectations.

f)   Fair and Equitable Treatment of Shareholders

GenIP Plc maintains a single class of ordinary shares, providing equal voting rights, distributions, and liquidation entitlements. The Board ensures equitable treatment of all shareholders, recognising the alignment between management and investor interests.

Management are also significant shareholders in the Company, holding approximately 4.8% of the register. On this basis the Board feels that the Management and Directors are fully aligned with shareholders. The Board remains confident that continued investment in GenIP Plc is essential to fostering long-term growth and expansion in 2025 and beyond.

 

CFO's Statement and Financial Review

FINANCIAL OVERVIEW

GenIP Plc presents its first financial results for the period 23 February 2024 to 31 December 2024. Key milestones in that period include the acquisition of the business and assets of Invention Evaluator and Vortechs on 4 June 2024 and successful admission to AIM and completion of fundraising by way of placing and subscription for shares, on 2 October 2024 raising gross proceeds of £1.75m.

The financial statements are presented in US Dollars which is the Company's presentational and functional currency.

 

FINANCIAL HIGHLIGHTS - PERIOD ENDED 31 DECEMBER 2024
	US$
Revenue	123,015
Cost of Sales	(107,857)
Operating Loss	(888,545)
Loss Before Taxation	(886,829)
Net Assets	1,272,122
Cash and Cash Equivalents	972,364

Revenue

Revenue in the period was $123k, generating a gross profit of £15k (a gross profit margin of 12.3%). Invention Evaluator turnover was $99k and Vortechs $24k.

Turnover reflects the trading since acquisition of the Invention Evaluator and Vortechs businesses in June 2024 and the launch of enhanced AI driven services in September 2024 just prior to the AIM listing. The Company has delivered Invention Evaluator reports to organisations across six continents, and the order pipeline continues to expand into new territories.

Administrative Expenses

Administrative expenses were $904k, made up of $120k of Director and staffing costs (of which $88k related to the Directors remuneration), $59k of exchange losses, $65k of audit fees, $54k of amortisation on intangible fixed assets and $359k of share-based payment expenses. Marketing and advertising costs amounted to $52k with marketing campaigns launching post fundraising in December 2024.

Operating Loss

Operating loss was $889k, after the $904k administrative expenses and $108k cost of sales. While our loss before taxation of $887k reflects early-stage investment, it aligns with our scaling strategy to strengthen our offerings and market position.

Intangible Assets

Intangible assets are made up of the technology assets transferred upon acquisition in June 2024 - Invention Evaluator platform (NBV of

$79k at the date of transfer) and Vortechs (NBV of $104k at the date of transfer) and development costs of $120k incurred on Invention Evaluator after the transfer. After the balance sheet date Tekcapital PLC agreed to reimburse the Company $100k of the $120k IT development costs incurred. The Company continues to benefit from the expenditure which remains capitalised as an Intangible Asset.

Cash flows

Cash raised through the initial subscription shares and the issue of shares and placing upon admission to AIM was $2,396k before share issue costs of $839k. Cash absorbed by operations was $557k resulting in cash and cash equivalents at the balance sheet date of $972k.

Debt financing and liquidity

Upon incorporation of the Company in February 2024, the Company entered into a Convertible Loan Note agreement with Tekcapital Europe Ltd to enable costs of the Company to be paid prior to the IPO in October 2024. The balance on the Convertible Loan Note at the balance sheet date was $134k. After the Balance Sheet date the Convertible Loan Note was offset against receivables due from Tekcapital LLC and the CLN was closed.

 

The Company has no other debt.

In October 2024, the Company raised £1.75m ($2,296k) by way of an issue and placement of shares upon admission to AIM. Costs associated with the fundraising were $839k, leaving net proceeds of $1,457k, ensuring liquidity to support growth initiatives and strategic investments.

Share-Based Payments

Share based payments to incentivise and retain key personnel, together with options and warrants granted have been valued using the Black-Scholes model with the fair value of these payments, warrants and options being expensed over the vesting period. The assumptions inherent in the use of this model are set out in detail in the financial statements and include the following:

•    Total share-based payment expense: $358,924 recognized in the period ended 31 December 2024.

•    Phased vesting over a three-year period, aligning incentives with long-term growth.

•    Fair value assessed using the Black-Scholes model, factoring in:

-    Share price at grant

-    Exercise price

-    Volatility (72%)

-    Risk-free interest rate (4.25%)

This ensures cost efficiency while rewarding performance, enhancing alignment between management and shareholders.

Performance against KPI's

GenIP Plc tracks several financial and operational metrics, including:

•    Revenue Growth: Expanding client acquisition

•    Gross Margin: Improving cost efficiency

•    Cash Flow Management: Maintaining liquidity

•    Client Engagement: Strengthening relationships across sectors

The Key Performance Indicators (KPI's) listed below represent those that are typically applied to technology service companies and serve as a starting point for evaluating the Company's performance and guide decision making, to ensure long-term sustainability.

KPI                                            Description                                                                                                              2024

                       Operating Cash Flow   Net cash generated (absorbed) from business operations before financing activities  ($556,642)

Principal Risks and Uncertainties

The Board recognises that operating in the rapidly evolving AI-driven technology sector presents a range of financial and non-financial risks. The Company maintains a proactive risk management framework to identify, assess, and mitigate these risks effectively. The specific financial risks are discussed in the notes to the financial statements. Other risks and mitigating actions include the following:

1)   Operational Risk

The principal operational risk of the business is management's ability to grow the business and achieve our goals with a small team. Management's strategy of early detection and remediation includes continuous monitoring of sales performance and expenses, intellectual property position and strategic direction, as well as ongoing recruitment as the need arises, amongst others.

2)   Finance and Liquidity Risk

The Company requires adequate financial resources to fund ongoing operations, research and development, and strategic growth initiatives. Adverse movements in interest rates, foreign exchange volatility, and liquidity constraints could impact profitability and financial stability. The Directors monitor rolling forecasts of the Company's liquidity requirements to ensure it has sufficient cash to meet operational needs. During the period, the Company obtained sufficient capital through Convertible Loan Note draw down with Tekcapital Europe Limited and the placing and subscription for shares and Admission to trading on AIM. All amounts shown in the statement of financial position under current assets and current liabilities mature for payment within one year.

The Company has no borrowings other than the Convertible Loan Note with Tekcapital Europe Limited which carries an interest rate of 10% per annum. After the Balance Sheet date the Convertible Loan Note was terminated and repaid by offset against receivables from Tekcapital LLC, thus mitigating any interest rate risk.

Foreign exchange risk arises when the Company enters into transactions in a currency other than their functional currency. The Company's policy is, where possible, to settle liabilities denominated in a currency other than its functional currency with cash already denominated in that currency.

3)   Dependence on Phosphorix Limited

Phosphorix Limited, a company incorporated in the United Kingdom, is a key software provider to GenIP Plc. The Company is substantially dependent on the continued services and performance of Phosphorix for the integration and maintenance of GenAI into the Invention Evaluator software and the management and provision of Invention Evaluator reports. The Company has mitigated this risk by entering into a three-year agreement with Phosphorix Limited for the provision of these services. This agreement can be terminated by either side after the first anniversary by giving three months' notice in writing. Additionally, Phosphorix has granted the Company an indefinite, worldwide, non-exclusive, perpetual and irrevocable licence to use, adapt, develop modify and maintain the GenIP Software including all Intellectual Property Rights for any commercial or non-commercial purpose, together with the right to sublicence these rights to any third party.

4)   Market Competition

The AI industry is highly competitive, with established players and new entrants continually innovating. The Company faces the risk of losing market share or failing to differentiate its offerings effectively. Continuous investment in cutting-edge AI research and product innovation ensures technological leadership. Strategic partnerships, customer engagement, and an adaptive business model help the Company remain competitive and responsive to market needs.

5)   Technology and IT Infrastructure

Dependence on complex IT infrastructure and evolving AI models poses risks such as system failures, cybersecurity threats, and obsolescence. The Company prioritises robust cybersecurity measures, regular system audits, and strategic investment in scalable infrastructure to support long-term technological resilience.

6)   Geopolitical and Macroeconomic Risks

Geopolitical and macroeconomic events such as the recent US tariff increases, the ongoing Russia/Ukraine conflict and the Israel/Gaza conflict may, over time, contribute to inflation of energy and other costs and other supply chain disruption for a number of clients, which may have a knock-on impact on affordability of 3rd party services such as GenIP's services. Additionally, due to the conflict and the uncertainty it has introduced to the capital markets, whilst large cap stocks have progressed well, small cap stocks worldwide are still feeling the pinch.

We are grateful for the patience and support of our shareholders. We are also sincerely appreciative of our dedicated, creative and incredibly hardworking team, without whom, these reported results would not be possible. 

 

 

CONCLUSION

With strong liquidity and a clear strategy, GenIP Plc is well-positioned to scale operations and optimise financial performance.

We remain focused on growth, operational efficiency, and shareholder value creation, ensuring sustainable returns in the years ahead. The strategic report has been approved by the Board and signed on its behalf by:

Ms M Cruz

Director

Date: 3 June 2025          

                INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF GENIP PLC CONTINUED

 

 

Key Audit Matters	How our audit addressed this matter
Share based payments There were multiple share-based payments issued around the time of the listing. Therefore, there is a risk that these have not been recorded and recognised accurately. The fair value, measurement and treatment of these will be reviewed.	Our audit work included, but was not restricted to the following: •    We obtained and reviewed the Company's share-based payment workings. The Company determined the charge associated with the options and warrants by utilisation of a Black Scholes Model. We reviewed the Company's key estimates and reviewed support for reasonableness. •    We undertook a recalculation of the charge for the options and warrants. •    We obtained and reviewed the underlying contracts to ensure the inputs had been correctly reflected in line with the contracts. •    We reviewed the spread of the charge in line with vesting conditions. •    For services settled by shares, we obtained the underlying invoices and original contracts to support the values. •    We reviewed the appropriateness of the disclosure notes, to ensure these were in line with the underlying transactions. •    We reviewed the sensitivities included within the estimates and judgements notes. •    Where required, we proposed audit adjustments to better reflect the presentation and spread of the charges calculated. Based on our audit work, we confirm that we have nothing material to report or draw attention to in respect of these matters.
Completeness of related party transactions There is a risk that related party transactions may not be complete due to the large amount of recharged expenses from Tek Capital Plc. In addition, the period-end balances are material to the financial statements.	Our audit work included, but was not restricted to the following: •    We made written enquiries with key management employees. •    We examined transactions through our analytics software for key searches on key management and their highlighted related parties. •    We made general enquiries of management. •    We reviewed agreements and performed checks to follow through to the underlying transactions. •    We reviewed the related party transactions disclosure in the financial statements. Based on our audit work, we confirm that we have nothing material to report or draw attention to in respect of these matters.
Going concern The Company is loss making in its first period of trade. Therefore, there is a risk that the financial statements are prepared on a going concern basis when the Company is not a going concern. To review management's assessment of the going concern assumption, including a review of their cashflow forecasts, management accounts, pipeline orders and cash balances along with any new financing arrangement if applicable.	Our audit work included, but was not restricted to the following: •    We obtained and reviewed management's assessments including future forecasts. •    We performed a range of sensitivities to review what impact an erosion in the forecast results would have on the headroom to the working capital available. •    We obtained an understanding of key contracts and considered the termination clauses and impact assessment on the forecasts. •    We enquired with management into their risk mitigation strategies for key contracts. •    We reviewed key pipeline orders and obtained purchase orders where available. Based on our audit work, we confirm that we have nothing material to report, or draw attention to in respect of these matters.

                INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF GENIP PLC CONTINUED

 

 

Key Audit Matters	How our audit addressed this matter
Recoverability of accounts receivable and loan balances There is a risk that the receivables are not recoverable. In addition, there is a loan balance due from Tek Capital LLC, reflected in amounts owed by related parties which is material to the financial statements.	Our audit work included, but was not restricted to the following: •    We obtained the accounts receivables and reviewed aging, and provisions applied in line with the FPPP's. •    We reviewed post period end clearance of the receivables. •    We undertook a review of the receivables in line with the underlying terms and conditions to ensure recognition criteria was met. •    We obtained and reviewed confirmations of material receivables balances with related parties and considered their recoverability. Based on our audit work, we confirm that we have nothing material to report or draw attention to in respect of these matters.
Treatment of IT development costs There is a risk that the IT development costs that have been capitalised during the period have not met the criteria to be recognised as an intangible asset in line with IAS 38. Therefore, the treatment and initial recognition of these costs is to be considered.	Our audit work included, but was not restricted to the following: •    We examined the detailed cost and supporting invoices. •    We made direct enquires with the suppliers to provide further detail on the work undertaken and conducted. •    We reviewed the treatment in accordance with IFRS recognition criteria. •    We reviewed the intangibles for indications of impairment. •    We obtained and reviewed the impairment assessments, considering the expected cash inflow for each cash generating unit. Based on our audit work, we confirm that we have nothing material to report or draw attention to in respect of these matters.
Treatment of IPO and other transaction related costs There is a risk that the IPO and other transaction related costs have not been recognised in line with accounting standards. Therefore, the treatment of these costs is to be reviewed. The balance is also material to the financial statements.	Our audit work included, but was not restricted to the following: •    We obtained detail of the capitalised costs against share premium and sampled to underlying audit support. •    We reviewed the capitalised costs against share premium to ensure they met the recognition criteria for capitalisation. •    We reviewed for completeness and ensured costs settled by way of shares were correctly treated. Based on our audit work, we confirm that we have nothing material to report or draw attention to in respect of these matters.
Completeness of expenses There is a risk that expenses are not complete due to a large amount of expenses being recharged from the majority shareholder, following separation. Therefore, there is a risk that these have not all been recharged.	Our audit work included, but was not restricted to the following: •    We performed an analytical review in considering expenditure items verses expectation. •    We examined the movements on the loan notes and related party balances to ensure corresponding cost recognition. •    We obtained circularisation confirmation of the related party and loan note positions to ensure the period end positions were complete and no omitted entries. •    We obtained and reviewed post period end transaction movements for indication of expenses relating to the period. Based on our audit work, we confirm that we have nothing material to report or draw attention to in respect of these matters.

The Company provides two distinct, yet complementary services to its customers and revenue is recognised on the supply of these services as follows:

1)     Invention Evaluator services:

The Company provides reports to its customers assessing the potential of new technology.

Performance obligations are met, and revenue is recognised, when the Company provides the complete report to the customer. The transaction price, and thus amount of revenue to be recognised, is defined within the customer contract and payment of a fixed fee for the report is made in advance the delivery of the report. Amounts received in advance of the delivery of the report are recorded as deferred revenue and recognised when the performance obligation is met.

2)     Vortechs recruitment services:

The Company provides recruitment services specialising in technology transfer executives.

Performance obligations are met, and revenue is recognised, upon placement of an executive. Transaction price, and thus amount of revenue to be recognised, is clearly determined when both parties agree the placement fee for each successful hire. Amounts which are received in advance of a placement are initially recorded within deferred income and subsequently recognised as revenue when the placement occurs and performance obligations have been met.

Other income

Finance income relates to interest income on bank deposits. Interest income is recognised in the period the interest is earned.

1.5      Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is charged to administrative expenses in the Statement of comprehensive income over the intangible assets useful economic life. The Company has no assets with indefinite useful lives.

Intangible assets are amortised from the date they are available for use. The estimated useful lives of intangible assets are as follows on a straight-line basis:

Invention Evaluator - 10 years

Vortechs - 10 years

Website developments costs - 3 years

As outlined at 1.7 Business Combinations below, the Company acquired certain assets relating to the Invention Evaluator and Vortechs business during the period. The remaining amortisation periods at the point of acquisition and as stated in the Historical Financial Information of the company's AIM admission document were as follows:

Invention Evaluator - 2 years

Vortechs - 5 years

1.6      Impairment of intangible assets

At each reporting end date, the Company reviews the carrying amounts of its intangible assets to determine whether there is any indication that the assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash- generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 

 

1.7      Business combinations

In accordance with the terms of the Asset Purchase Agreement dated 14 August 2024, effective 4 June 2024, the Company acquired certain assets and liabilities related to Invention Evaluator and Vortechs businesses, as specified in note 25 of this report. The Company accounted for this transaction using a predecessor value method and accounted for the assets and liabilities acquired using existing carrying values as disclosed in Note 12 of this report.

1.8      Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

1.9      Financial assets

Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

Financial assets held at amortised cost

The Company's financial assets held at amortised cost include trade receivables, other receivables and cash and cash equivalents.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest.

They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Impairment of financial assets

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.10    Financial liabilities

The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. The company classified its financial liabilities as 'other financial liabilities' and measures them at amortised cost.

Other financial liabilities

Other financial liabilities, including trade payables, other short-term monetary liabilities, and convertible loan notes are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.

1.11    Equity instruments

Equity instruments include the following:

•     Ordinary share capital represents the nominal value of equity shares;

•     'Share premium' represents amount paid for shares in excess of their nominal value;

•     'Capital contributions' represents amounts provided to the Company by Shareholders;

•     'Options & warrant reserve' represents the value of share options and share warrants granted; and

•     'Retained earnings represents the retained earnings less retained losses

 

 

1.12    Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13    Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14    Share-based payments

The Company operates a share-based compensation plan, under which the Company receives services from suppliers and employees as consideration for equity instruments.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.15    Foreign exchange

Transactions in currencies other than US Dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.16    Earnings per share

Basic Earnings per share

Basic earnings per share is calculated by dividing the loss after tax for the period attributable to the owner of the Company by the weighted average number of ordinary shares outstanding during the financial period.

Diluted earnings per share

Diluted earnings per share is calculated by dividing the loss after tax for the period attributable to owners of the Company by the weighted average number of ordinary shares outstanding plus the dilutive potential ordinary shares outstanding.

 

2    ADOPTION OF NEW AND REVISED STANDARDS AND CHANGES IN ACCOUNTING POLICIES

The following new standards and amendments are effective for the first time for the period commencing 23 February 2024:

•     IFRS 17 Insurance Contracts

•     Definition of Accounting Estimates - amendments to IAS 8;

•     International Tax Reform - Pillar Tow Model Rules - amendments to IAS 12;

•     Deferred Tax relates to Assets and Liabilities arising from a Single Transaction - amendments to IAS 12; and

•     Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2.

The amendments listed above did not have any impact on current period results and are not expected to significantly affect the current or future periods.

There are a number of standards, amendments to standards, and interpretations which have been issued that are effective in future accounting periods that the Company has decided not to adopt early as they will not have a significant impact on the presentation of the Company's financial statements.

3    CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Directors also make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

The Directors identified the following judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of the assets and liabilities.

Share based payments

The company granted share options and warrants during the year. The fair value of the share options and warrants at their grant date has been determined using the Black-Scholes model. The assumptions used in the model are as follows:

Share price volatility: 72%

Risk free rate: 4.5%

Expected life of the options and warrants: 1.5 years 4 years

The expense relating to share based payments in the year was $358,924. The share-based payment expense in the year is sensitive to changes in the assumptions mentioned above. A change in these assumptions can have a material impact on the share-based payment charge for the year. Details of the effect of changes in these assumptions can be found in note 17.

Intangible Assets

IAS 38 "Intangible Assets" requires that developments costs, arising from the application of research findings or other technical knowledge to a plan or design of a new or substantially improved product are capitalised, subject to certain criteria being met. Determining the technical feasibility and estimating the future cash flows generated by the products in development requires judgements which may differ from the actual outcome.

The estimates and judgements made in relation to both acquired intangible assets and capitalised development costs, cover future growth rates, expected inflation rates, re-assessing useful life of the assets and the discount rate used. An impairment assessment has been performed on intangible assets using a weighted average cost of capital of 13.5%.

Capitalisation of IPO costs

The company has applied IAS 32 - Financial Instruments: Presentation in determining the capitalisation of IPO costs. Under this standard, only incremental costs directly attributable to the issuance of new shares can be deducted from equity. Judgements were required in identifying costs directly related to the IPO, including legal and professional fees, regulatory filing costs, and advisory expenses related to admission to AIM and the business transfer.

The directors have exercised judgement to capitalise such costs against share premium. This approach was applied in the company's first financial year, reflecting its primary purpose of raising funds through its admission to AIM, following its acquisition of the Invention Evaluator and Vortechs businesses.

 

4    REVENUE

 

	2024 $
Revenue analysed by class of business
Invention Evaluator	99,349
Vortechs	23,666
	123,015

 

	2024 $
Revenue analysed by geographical market
Europe	2,985
North America	83,897
South America	20,405
Asia	11,329
Rest of the World	4,399
	123,015

There was one customer from which the Company earned 11% of its revenues.

 

5    SEGMENTAL ANALYSIS

IFRS 8 requires operating segments to be identified based on internal reporting. Accordingly, the determination of the Company's operating segments is based on the following organisation units for which management accounting information is reported to the Company's management and used to make strategic decisions:

•     Invention Evaluator

•     Vortechs

The activities, products and services of the reportable segments are detailed in the Strategic report.

 

Segmental income statement	Invention Evaluator US $	Vortechs                  US $	Unallocated US $	Total US $
23 February to 31 December 2024
Revenue	99,349	23,666	-	123,015
Cost of sales	(98,655)	(9,202)	-	(107,857)
Administrative Expenses	(117,463)	(11,066)	(720,987)	(849,516)
Depreciation and amortisation	(27,192)	(26,995)		(54,187)
Operating loss	(143,961)	(23,597)	(720,987)	(888,545)
Interest income/(expense)	-	-	1,716	1,716
Loss on ordinary activities before tax	(143,961)	(23,597)	(719,271)	(886,829)
Tax	-	-	-	-
Loss on ordinary activities after tax	(143,961)	(23,597)	(719,271)	(886,829)
Segmental balance sheet
As at 31 December 2024

 

Assets	175,027	77,357	1,124,108	1,376,492
Liabilities	(111,450)	(308)	(247,978)	(359,736)
Net current assets/(liabilities)	63,577	77,049	876,130	1,016,756
Other segmental items
Capital expenditure	119,655	6,651		126,306

6    OPERATING LOSS

Operating loss for the period is stated after charging:

 

	2024 $
Exchange losses	58,656
Amortisation of intangible assets (included within administrative expenses)	54,187
Share-based payments	358,924

7    AUDITOR'S REMUNERATION

Fees payable to the Company's auditor and associates:

 

	2024 $
For audit services
Audit of the financial statements of the Company	64,450

8    EMPLOYEES

Until October 2024, the Company had no employees. The average monthly number of employees (including executive directors) during the period was as follows:

 

	2024 Number
Management and administration	1

Their aggregate remuneration comprised:

 

	2024 $
Wages and salaries	45,468
Social security costs	6,530
Share option cost	13,103
Share based payments	135,760
	200,861

Included within the wages and salaries expense is an amount of $ 24,188 of deferred salaries payable to key management personnel.

9    DIRECTORS' REMUNERATION

 

	2024 $
Remuneration for qualifying services	88,881

The detailed analysis of Directors' remuneration, including details of share grants and share options granted to Directors during the period, is included in the Report on Remuneration on pages 19-20.

The number of directors who are entitled to receive shares under long term incentive schemes during the period was 3. The charge to profit in respect of share options, awards and share based payments issued to the Directors was $120,789. Management considered that the key management personnel comprise the Directors.

10   INCOME TAX EXPENSE

The charge for the period can be reconciled to the loss per the income statement as follows:

 

	2024 $
Loss before taxation	(886,829)
Expected tax credit based on a corporation tax rate of 25.00%	(221,707)
Effect of expenses not deductible in determining taxable profit	15,108
Share based payment charge	89,731
Deferred tax asset on trading losses carried forward not recognised	116,869
Taxation charge for the period	-

No deferred tax asset has been recognised in respect of tax losses carried forward amounting to $467,475, due to uncertainty over the recoverability of those losses through future profits. The unused tax losses can be carried forward indefinitely.

 

11   EARNINGS PER SHARE

 

	2024 Number
Number of shares
Weighted average number of ordinary shares for basic earnings per share	17,517,461
Effect of dilutive potential ordinary shares
- Weighted average number outstanding share options	5,629,417
- Convertible debt	629,800
Weighted average number of ordinary shares for diluted earnings per share	23,776,678

 

	2024 $
Earnings
Loss for the period from continued operations	(886,869)

 

	2024 $ per share
Earnings per share for continuing operations
Basic earnings per share	(0.051)
Diluted earnings per share	(0.037)

12 INTANGIBLE ASSETS
	Website	Vortechs	Invention Evaluator	Total
	$	$	$	$
Cost
Additions - purchased	6,651	-	119,655	126,306
Transfer of assets	-	462,771	397,773	860,544
At 31 December 2024	6,651	462,771	517,428	986,850
Amortisation and impairment
Charge for the period	-	26,995	27,192	54,187
Transfer of assets	-	358,418	318,879	677,297
At 31 December 2024	-	385,413	346,071	731,484
Carrying amount
At 31 December 2024	6,651	77,358	171,357	255,366

Please refer to note 25 for details on the transfer of intangible assets.

The Company has no intangible assets with indefinite lives. Intangible assets are amortised in accordance with the applicable amortisation policies as disclosed in note 1. As at the reporting date, the website was still under development. In accordance with the Company's amortisation policy, the website costs will be amortised over 3 years once the website is available for use.

13  TRADE AND OTHER RECEIVABLES

 

	2024 $
Trade receivables	23,558
Provision for bad and doubtful debts	(19,888)
	3,670
VAT recoverable	196,588
Amounts owed by related parties	120,383
Prepayments	83,487
	404,128

Trade receivables are amounts due from customers for services performed in the ordinary course of business. Other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Trade receivables are generally due for settlement within 30 days and therefore are all classified as current. The Company's impairment and other accounting policies for trade and other receivables are outlined in note 1.

The amounts owed by related parties of US$120,383 represents trade receivables paid to Tekcapital LLC and not yet passed on to the Company.

 

14  CONVERTIBLE LOAN NOTES

 

	2024 $
Net proceeds of issue of convertible loan note	133,570
Equity component	-
Liability component at date of issue	133,570

Movements and balance at the period end

 

	Liability $
Issue of convertible loan notes	133,570
Liability component at 31 December 2024	133,570
Liability component due within 12 months	133,570

Included within convertible loan notes ("CLN") is a CLN issued on 24 February 2024 with a principal amount of £150,000 ($205,189) of which US$133,570 was drawn and outstanding at 31 December 2024. The CLN incurs interest of 10% per annum and is repayable one year after commencement or can be converted into shares of GenIP Plc upon certain conversion events, at the option of the noteholder.

During the period ended 31 December 2024, $nil of the CLN was converted into shares of GenIP Plc. The maximum amount of the CLN that was drawn in the period was $195,191. Repayments of $104,328 were made towards the CLN during the period.

There were no non-cash movements in the CLN in the period.

15  TRADE AND OTHER PAYABLES

 

	2024 $
Trade payables	25,406
Accruals	117,983
Social security and other taxation	4,383
	147,772

The Directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

Trade payables represent liabilities for goods and services provided to the Company prior to the end of the financial period which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period.

16  DEFERRED REVENUE

 

	2024 $
Arising from Invention Evaluator receipts	78,394

All deferred revenues are expected to be settled within 12 months from the reporting date.

The Company's deferred revenue balance of US$78,394 is made up of receipts for Invention Evaluator reports to be delivered after 31 December 2024. 

17  SHARE-BASED PAYMENTS

 

	Number of	Average
	share options	exercise price
	2024	2024
	Number	$
Outstanding at 23 February 2024	-	-
Granted in the period	764,034	0.58
Outstanding at 31 December 2024	764,034	0.58
Exercisable at 31 December 2024	0	0.58

 

	Number of	Average
	Share warrants	exercise price
	2024	2024
	Number	$
Outstanding at 23 February 2024	-	-
Granted in the period	4,865,383	0.58
Outstanding at 31 December 2024	4,865,383	0.58
Exercisable at 31 December 2024	4,865,383	0.58

Options and warrants granted during the period

Options and warrants granted in the period are set out below. The options and warrants were granted on several dates throughout the period, the grant dates are disclosed below. Fair value was measured using Black-Scholes Model.

 

	2024
Weighted average fair value	$0.085 per option/ warrant
Inputs for model:
- Asset price at date of grant	$0.53 (£0.39)
- Weighted average exercise price	$1.34 (£1.03)
- Expected volatility	72%
- Expected life	1.5 years - 4 years
- Risk free rate	4.5%
- Expected dividends yields	0

Volatility was determined using the share price volatility of a listed company operating in a similar industry to that of the Company.   

Options and warrants outstanding

Share options and warrants outstanding at the end of the year have the following expiry dates and exercise prices:

 

Grant date	Expiry date	Exercise price	2024 Number
17 July 2024	17 July 2027	£0.39 ($0.53)	215,917
5 August 2024	5 August 2027	£0.39 ($0.53)	332,200
9 August 2024	9 August 2027	£0.39 ($0.53)	215,917
26 September 2024	2 October 2029	£0.39 ($0.53)	217,949
26 September 2024	2 October 2027	£0.39 ($0.53)	160,256
26 September 2024	2 October 2027	£0.43 ($0.59)	4,487,179
			5,629,418

Expenses

 

Related to equity settled share-based payments                                                                                                          358,924

 

The share-based payment expense of $358,924 is sensitive to changes in the underlying assumptions inputted into the Black-Scholes model, namely the expected volatility and expected life assumptions. Changes to these assumptions can have a material effect on the share-based payment expense. If volatility was to be increased to 82%, the share-based payment expense would be $361,799. If the volatility was to be decreased to 62%, the share-based payment expense would be $355,870. Similarly, if the expected life of the options was to decrease by 1 year, the share-based payment expense would be $355,337. If the expected life of the options was to increase by 1 year, the share-based payment expense would be $361,855.

$304,968 of fair value costs relating share warrants granted during the year have been capitalised against share premium. Changes to the volatility and expected life of the warrants would have a material effect on the value of costs capitalised against share premium. If volatility was to increase to 82%, the costs capitalised would be $421,730, resulting in a share premium balance of $1,413,278 at the reporting date. If volatility was to decrease to 62%, the costs capitalised would be $202,723, resulting in a share premium balance of $1,632,285. Similarly, if the expected life of the warrants was to decrease by 1 year, the capitalised costs would be $61,904, resulting in a share premium balance of $1,773,104 at the reporting date. If the expected life of the warrants was to increase by 1 year, the capitalised costs would be $580,097, resulting in a share premium balance of $1,254,911.

During the year, the company granted shares in exchange for services provided by employees and suppliers. Please see note 18 and note 19 for further details.

18  SHARE CAPITAL

 

	2024                     2024 Number                          $
Ordinary share capital
Issued, allotted and fully paid
Ordinary of $0.00581 (£0.00425) each	17,517,462            102,097

Reconciliation of movements during the period:

 

Ordinary Shares Number

                           Share issue                                                                                                                                             594,752,780
                             Sud-division of shares                                                                                                                              11,000,000

                             Consolidation of shares                                                                                                                            (588,235,318)

At 31 December 2024

17,517,462

Ordinary shares entitle the holder to have full voting rights, dividend rights and capital distribution rights (including on winding up); they do not confer any rights of redemption.

Included within share capital issued, allotted and fully paid is $5,867 relating to 1,030,282 ordinary shares granted to a director, employees and suppliers in exchange for services provided.

19  SHARE PREMIUM ACCOUNT

 

	2024 $
At the beginning of the period	-
Issue of new shares	2,673,650
Cost of share issue and warrants	(1,143,610)
At the end of the period	1,530,040

Included within share premium is $409,990 relating to 1,030,282 ordinary shares granted to a directors, employees and suppliers in exchange for services provided. The capitalised costs set against the Share Premium Account includes $304,968 in relation to the fair value of the warrants capitalised.

20  CAPITAL CONTRIBUTIONS

 

	2024 $
At the beginning of the period	-
Contributions	191,564
At the end of the period	191,564

In accordance with the terms of an Agreement with Tekcapital PLC effective 4 June 2024 assets and liabilities were transferred to the Company by Tekcapital Plc, for total consideration of $1, as part of a capital contribution of US$191,564.

21  OPTIONS & WARRANT RESERVE

 

	2024 $
At the beginning of the period	-
Additions	335,250
At the end of the period	335,250

22  FINANCIAL RISK MANAGEMENT

In pursuing its objectives, the Company holds financial instruments which comprise of:

•     Trade & other receivables;

•     Cash at bank and in hand;

•     Borrowings;

•     Trade and other payables;

•     Accruals

The main risks arising from holding the Company's financial instruments are detailed below together with the policies adopted to manage the risk.

(a)   Market risk

(i)     Price risk

The Company does not hold any securities or investments that would expose it to the price risk.

(ii)    Interest rate risk

The Company has no borrowings other than convertible loan note with Tekcapital Europe Ltd. The interest rate is set at 10% per annum and in the Directors assessment, no material impact exists on this exposure. It is the Company's policy to settle payables within the credit terms allowed and the Company does therefore not incur interest on overdue balances.

(b)   Credit risk

In order to minimise this risk, the Company endeavours to only deal with companies that are demonstrable creditworthy, and the Directors continuously monitor the exposure. The Directors determine the default as lack of payment after more than 180 days and or counter party's bankruptcy filings. The Company's maximum exposure to credit risk for the components of financial position at 31 December 2024 is the carrying amount of its current trade and other receivables as illustrated in Note 13.

(c)   Liquidity risk

The Directors monitor rolling forecasts of the Company's liquidity requirements to ensure it has sufficient cash to meet operational needs. During the period, the Company obtained sufficient capital through Convertible Loan Note draw down with Tekcapital Europe Ltd and the placing and subscription for shares and Admission to trading on AIM. All amounts shown in the statement of financial position under current assets and current liabilities mature for payment within one year.

A summary table of the undiscounted contractual cash flow maturity profile of current financial assets and liabilities presented below is used by the Company to manage liquidity risks:

 

	Within 1 year	1 to 5 years	5 years	Total
	US$	US$	US$	US$
Financial assets:
Trade receivables	3,670	-	-	3,670
Other receivables	328,214	-	-	328,214
	331,884	-	-	331,884
Financial liabilities:
Trade and other payables	147,772	-	-	147,772
Interest bearing loan notes	133,570	-	-	133,570
	281,342	-	-	281,342

(d)   Fair value risk

The carrying amount of the Company's financial instrument (convertible loan note) approximates fair value and accordingly, no fair value risk was assessed in connection with them.

(e)   Foreign exchange risk

Foreign exchange risk arises when the Company enter into transactions in a currency other than their functional currency. The Company's policy is, where possible, to settle liabilities denominated in a currency other than its functional currency with cash already denominated in that currency.

23  CAPITAL RISK MANAGEMENT

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders, benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to adjust or maintain the capital structure, the Company may adjust the level of future dividends paid to its shareholders, return capital to shareholders, issue new shares or sell assets to reduce borrowings. The Company has no external borrowings other than the convertible loan note with Tekcapital Europe Limited. This policy is periodically reviewed by the Directors, and the Company's strategy remains unchanged for the foreseeable future.

The capital structure of the Company initially consisted of cash derived from drawdowns from the Convertible Loan Note as disclosed in note 14 and equity consisting of issued share capital, reserves and retained losses. The Directors regularly review the capital structure of the Company and consider the cost of capital and the associated risks with each class of capital.

The Company's cost of capital has been the cost of convertible loan note, which have averaged an interest rate of 10%. The Company's long-term financial goal is to optimise its returns on invested capital (ROIC) in excess of our weighted average cost of capital (WACC) and as such create value for our shareholders. The method the Company seeks to employ for achieving this is to utilise its structural intellectual capital developed through its Invention Evaluator service and its Vortechs service to mitigate selection bias and improve returns on invested capital. 

24  EVENTS AFTER THE REPORTING DATE

Development Costs

After the reporting date, Tekcapital PLC agreed to reimburse the Company $100,000 of the $119,665 IT development costs incurred in 2024. The Company retains responsibility for the remaining $19,665 and continues to benefit from the expenditure, which remains capitalised as an Intangible Asset. This agreement constitutes a non-adjusting post balance sheet event, as the costs were incurred before the reporting date and the subsequent reimbursement clarifies the financial position.

Convertible Loan Note

After the reporting date, Tekcapital Group agreed to offset the balances owed and owing on the Convertible Loan Note and the Inter-company Receivable and transfer any residual amount to the Inter-company balance and close the Convertible Loan Note with an effective date of 31 December 2024. IFRS requires the position at 31 December 2024 to be disclosed and accounted for as the balances at 31 December, before the offset and closure of the Convertible Loan Note. Accordingly, this is a non-adjusting post balance sheet event.

 

	31 Dec 2024 US$	Offset          Adjustment US$                    US$	31 Dec 2024 US$
Tekcapital Europe	133,570	(120,383)             (13,187)	-
Tekcapital LLC	(120,383)	120,383               13,187	13,187

25  RELATED PARTY TRANSACTIONS

Remuneration of key management personnel

The remuneration of key management personnel is set out in notes 8 and 9 in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Other transactions with related parties

Tekcapital Plc

On 5 September 2024, the Company entered into an Asset Purchase Agreement with Tekcapital Plc, the Company's ultimate parent company and ultimate controlling party.

In accordance with the terms of the Agreement, effective 4 June 2024, the Company acquired certain assets and liabilities related to Invention Evaluator and Vortechs business. The following assets and liabilities were transferred to the Company by Tekcapital Plc, for total consideration of $1, as part of a capital contribution of US$191,564:

Assets:

Intangible Assets of $183,247, representing the Net Book Value of Invention Evaluator (US$78,876) and Vortechs ($104,353). Trade Receivables of US$50,035 representing trade receivable of Invention Evaluator and Vortechs businesses.

Liabilities:

Deferred income of US$50,035 representing prepayments made in 2023 and 2024 by customers of Invention Evaluator before the reports were delivered.

Tekcapital Europe Ltd

On 23 February 2024, the Company entered into a management service agreement with Tekcapital Europe Ltd, its parent company, for a number of support services for a charge of US$35,000 per quarter. This agreement expired effective 26 July 2024, with US$ 38,845 charged to the CLN (note 14).

Tekcapital Europe Ltd issued a Convertible Loan Note ("CLN") to the Company on 24 February 2024 with a principal amount of £150,000 ($205,189) of which US$133,570 was drawn and outstanding at 31 December 2024. (Note 14). The CLN was settled after the balance sheet date (Note 24).

Tekcapital LLC

The company was owed $120,383 from Tekcapital LLC at the reporting date, a related party by virtue of common control. The total movement in the period was $120,383 and the amount owed relates to sales receipts due to the company.

Phosphorix Ltd

The Company entered into a master services agreement with Phosphorix Ltd, a company owned and operated by the CTO of GenIP Plc. Phosphorix Ltd operates the Invention Evaluator platform and provides IT development services to the Company. Pricing and costing is on an arm's length basis. In the period, the company incurred $90,204 of cost of sales of which $30,561 was outstanding at the reporting date. The company also incurred $119,655 of development costs from Phosphorix Ltd during the period which have been capitalised (note 12). Since the reporting date, Tekcapital PLC have agreed to contribute $100k towards this spend over 24 months.

Guident Limited and Innovative Eyewear Inc

During the period, all of the Vortechs sales amounting to $23,666 were made to Guident Limited and Innovative Eyewear Inc, related parties by virtue of common control. As at 31 December 2024, $4,333 of the balance was outstanding and has been fully provided against.

Director transactions:

Dr C M Gross is a director of Tekcapital Plc the ultimate controlling party of the Company and acquired 1,200,000 shares in GenIP Plc at a cost of £5,100. Dr C M Gross was a director of the company between 23 Feb 2024 and 9 September 2024.

During the period $11,403 was paid to Virtual FD Limited, a company controlled by K Fitzpatrick.

26  CONTROLLING PARTY

In the opinion of the Directors the controlling party of the Company is Tekcapital Europe Limited. The Company's ultimate parent company and ultimate controlling party is Tekcapital PLC, a company incorporated in England and Wales and listed on the London Stock Exchange (AIM). Copies of the financial statements of Tekcapital PLC are available from Companies House, Crown Way, Cardiff CF14 3UZ or www.tekcapital.com.

27  CASH ABSORBED BY OPERATIONS

	2024 $
Loss for the period before taxation	(886,829)
Adjustments for:
Finance costs	97
Investment income	(1,813)
Amortisation and impairment of intangible assets	54,187
Equity settled share-based payment expense	358,924
Movements in working capital:
Increase in trade and other receivables	(257,329)
Increase in trade and other payables	147,772
Increase in deferred revenue outstanding	28,349
Cash absorbed by operations	(556,642)

Non-cash equity settled share-based expenses relate to the following:

-   $120,789 for directors' share options and warrants granted during the period.

-   $226,266 for shares issued to employees.

-   $11,650 for shares issued in exchange for advertising services.

There were no changes in liabilities arising from financing activities except those detailed in Note 14.