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 loss		12	582,267	1,381,440
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 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.	Yes	Yes	Note 12
Valuation of unquoted equity investments	This input was corroborated by Guident's enterprise valuation by applying valuation of comparable companies to Company's sales projections (EV/Sales multiple).   Key assumptions used are projected sales including remote monitor sales and a comparable company multiple applied to company's projected sales.	Yes	Yes	Note 12
Valuation of convertible loan notes	In applying valuation techniques to determine the fair value of convertible 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.	Yes	Yes	Note 12

 

 

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)
Year  ended 31 December 2024	Professional	Licensing and	TOTAL
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	(178,579)	19,337,565	19,158,986
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 Group and Company financial statements								113,867		124,022
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 Inc1	United States of America		5%		Provider of high-tech eyewear				N/A5	N/A
MicroSalt plc	England and Wales		58%		Developer of low sodium salt and snack foods				N/A	N/A
MicroSalt Inc2*	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 CORP3*	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]	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.
GenIP	Share price per LSE including control premium	Control premium	15%	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 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	0.26	9,785,000	0.2746	8,865,000
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) established to acquire, develop and commercialise artificial intelligence ("AI") related intellectual property in the field of geothermal-powered hyperscale data centres.