Final Results

Oxford, UK. GENinCode Plc (AIM: GENI), the predictive genetics company focused on the prevention of cardiovascular disease ("CVD") and risk of ovarian cancer announces its audited final results for the twelve months ended 31 December 2023 ("FY23"). FY23 saw the Company strengthen its commercial programme in the UK and Europe and prepare its novel genetic tests for introduction to the US market.

Financial and Operational highlights

• Significant increase in year-on-year revenue growth
• Commercial expansion of LIPID inCode ® and CARDIO inCode ® across the US market
• Implementation of LIPID inCode ® and CARDIO inCode ® testing in leading US healthcare institutions and State-based healthcare systems
• Finalisation of De Novo FDA regulatory substantive review for the approval of the CARDIO inCode ® medical device to accelerate US sales
• Expansion of the NHS programme for LIPID inCode ® and introduction of CARDIO inCode ®
• Expansion of the MVZ Uniklinikum, Germany collaborative programme
• Build on EU partnerships and develop ongoing collaborative discussions with pharmaceutical companies.
• Following NICE guideline approval for ROCA test, commence first commercial programs in the NHS and EU.
• Continued strengthening of the commercial, marketing and selling teams to support revenue growth.

Matthew Walls, Chief Executive Officer of GENinCode Plc said: "We are scaling up our business and increasing test revenues in the US, UK and Europe. Notably, we have commenced initial US payor claims and revenues and are broadening our NHS commercial relationships whilst continuing to expand our European business. We will maintain tight operational cost control to target breakeven over the medium term whilst offering significant business growth and opportunity. On behalf of the Board, I would like to thank our valued shareholders for their support, and we look forward to a positive remainder of 2024."

Investor meeting

The Company will host a presentation for investors via the IMC platform at 2pm BST on Tuesday, 4 June. The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 9am the day before the meeting or at any time during the live presentation. To register, please use the following link: https://www.investormeetcompany.com/genincode-plc/register-investor

CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT

On behalf of the Board, we are delighted to present the audited financial statements for the twelve-month period ended 31 December 2023 for GENinCode Plc.

This statement provides a a summary of progress over the past year for the Group, recent developments, and an outlook for the year ahead.

2023 Business review

In the preliminary results for the twelve months ending 31 December 2023, the Company saw a 51% increase in revenues to £2.2m (2022: £1.4m) driven by growth across its UK and European businesses.

The Group's key products include:

CARDIO inCode® - Polygenic risk assessment of coronary heart disease (CHD)

LIPID inCode® - Genetic diagnosis and risk assessment of familial (inherited) hypercholesterolemia

THROMBO inCode® - Genetic diagnosis and risk assessment of thrombophilia and thrombotic risk

SUDD inCode® - Genetic diagnosis and cause of sudden cardiac death and familial heart disease

The Group is now starting its first commercial programmes in the US to complement its UK and European revenue growth.

US Business

The US clinical environment for genetic risk assessment continues to see positive developments including advancing statements from the US American College of Cardiologists/American Heart Association (ACC/AHA), for increasing recognition of polygenic risk scores (PRS) in the risk assessment of coronary artery disease.

Following the commissioning of our US CLIA (Clinical Laboratory Improvement Amendments) and College of American Pathologists (CAP) accredited diagnostic lab in California, the past year has focused on the set-up and completion of our Early Access Programmes (EAPs) for the soft launch of LIPID inCode® and CARDIO inCode® in the US market. The EAPs are a forerunner to full commercialisation with the programmes commissioning our cloud-based system (SITAB®) for ordering, processing, algorithmic risk scoring and reporting to a select group of leading healthcare institutions and key opinion leaders in preventive cardiology. On completion of the EAPs, physicians were surveyed to gather feedback in preparation for the commercial introduction of PRS testing. The EAPs have now largely been completed and are transitioning into commercial programmes which will be the main focus of growth in 2024.

LIPID inCode® is a globally leading test for Familial Hypercholesterolemia (FH) with increasing recognition by the US Centres for Disease Control (CDC) of the importance of testing to identify individuals suffering with FH as these individuals are at high risk of 'earlier in-life' onset of CVD, in the form of atherosclerosis, angina, heart attack or ischemic stroke. LIPID inCode® has received reimbursement coding and medical classification coding (ICD-10) coverage in the US and 2024 will see the first revenues for LIPID inCode® emerging from its commercial adoption.

Following the CARDIO inCode® 510(k) medical device submission in August 2023, the Food and Drug Administration (FDA) reviewed the submission and noted CARDIO inCode®'s 'first in class' position and the deep clinical evidence for polygenic risk assessment of CHD. Based on these factors and the novel position of CARDIO inCode®, the FDA requested the Company to transition to a De Novo pathway for market approval. The crossover to a De Novo pathway enables the Company to work with the FDA to establish a new polygenic regulatory class for the CARDIO inCode® medical device based on its favourable benefit-risk profile and associated special controls thereby establishing a new regulatory standard for future polygenic tests in this class. Following the FDA request, the Group submitted its De Novo submission in November 2023 for market clearance and expects further updates from the FDA over the coming months.

During the year we continued our collaboration with Indiana University (IU) School of Medicine, the largest US medical school, in preparation for the introduction of CARDIO inCode® to the US market and expanded our collaboration with Kaiser Permanente, California, to assess CARDIO inCode® for the polygenic risk assessment of coronary heart disease. In August 2023, Kaiser Permanente presented an abstract of their ongoing study programme with CARDIO inCode® at the European Society of Cardiologists in Amsterdam, showing polygenic risk assessment in over 63,000 patients and the incidence of coronary heart disease over a 14 year follow up period. More recently the American Journal of Preventive Cardiology published the milestone Kaiser Permanente paper on 'Polygenic risk and incident coronary heart disease in a large multiethnic cohort' providing strong and growing clinical evidence for the inclusion of polygenic 'lifetime' risk assessment for prevention of coronary heart disease in national guidelines. We continue to work closely with Kaiser Permanente and IU and expect further instrumental clinical publications and results.

We also announced our first CARDIO inCode® collaboration with MedStar Health, covering the states of Washington D.C. and Maryland to support our clinical utility programmes for CMS/payer reimbursement filings. The MedStar programme uses CARDIO inCode® in a primary preventive care setting to advise physicians of the polygenic 'lifetime' risk of patients for coronary heart disease. The patient risk scores are then used in conjunction with traditional clinical risk assessment to personalise treatment including lifestyle change and therapeutic intervention.

UK and Europe Business

In May 2023 the UK NHS announced the successful implementation of our first LIPID inCode® NHS clinical programmes to improve diagnosis and turnaround time for the testing of Familial Hypercholesterolemia (FH). The implementation of this programme in the North of England supports the NHS 10-Year plan to identify 25% of individuals in the UK suffering with FH. LIPID inCode® is being delivered at a reduced cost to the NHS, with rapid turnaround times for testing and an improved comprehensive diagnostic and risk assessment panel. Since the implementation we have processed over 1,000 FH tests in the North of England enabling the NHS Genetic Lab Hub to begin meeting their NHS long term targets. Resulting from this improved performance, the NHS North of England is the only region now meeting its FH test targets set out in the NHS 10 Year Plan. We anticipate an expansion in LIPID inCode® testing across other NHS regions and genetic lab hubs in 2024.

Following the announcement of MVZ Uniklinikum, Germany collaboration in May 2023, sales of LIPID inCode® have now commenced. Uniklinikum represents the largest treatment centre in Germany for patients suffering with FH and the German team is following a similar pathway to the NHS with state-based reimbursement for our initial LIPID inCode® test.

The Spanish market saw a strengthening in revenue through 2023 with its core tests all seeing growing demand. The CARDIO inCode® pilot implementation study in the Spanish region of Extremadura also continued to make good progress. The Extremadura region has a population of more than one million, with an estimated 50,000 individuals at risk of a cardiovascular event, e.g. heart attack. CARDIO inCode® is expected to change clinical practice by identifying those individuals at high genetic risk and improve preventive treatment. Successful completion of the pilot in over 500 individuals will lead to the extension of the programme across the Extremadura region.

In March 2024, the Risk of Ovarian Cancer Algorithm ("ROCA") test received NICE recommendation as the preferred test for ovarian cancer surveillance in individuals at high risk of ovarian cancer who do not undertake risk reducing surgery. The new NICE guidance is focused on identifying and managing familial and genetic risk of ovarian cancer.

Publication of NICE guidance is an important milestone for the ROCA test. After many years of academic and corporate investment, the ROCA test has been comprehensively assessed by NICE as the surveillance technology of choice where patients at high risk of familial ovarian cancer decide to defer preventative surgery. Surveillance using the ROCA test will help individuals feel more supported while they start or grow their families or until they reach menopause, whilst also providing a cost-saving benefit for the NHS. We are now assisting the NHS to establish appropriate call and recall systems that will enable the ROCA test to be offered by the NHS to all eligible individuals.

Intellectual Property

We maintain an ongoing intellectual property programme to strengthen our existing patent portfolio and are advancing our family of patents for both CARDIO inCode® and THROMBO inCode®. We will continue to build our intellectual property portfolio and actively evaluate in-licensing and acquisition opportunities as appropriate to enhance our competitive product positioning.

Financial review

In FY23, the Company saw Year-on-Year revenues increase 51% to £2.2m (2022: £1.4m), driven by growth across our UK and European businesses. The Company continues to scale its commercial programme across the US, UK and EU markets whilst maintaining tight control over its operational costs. At the beginning of 2024, the Company successfully completed a £4.0m secondary placing on AIM to support its commercialisation, scale-up and launch of new tests in the US and UK. Gross profit for the year was £1.0m (2022: £0.6m) with a margin of 47% (2022: 44%).

Administrative expenses increased to £7.8m (2022: £6.3m). The year-on-year cost increase reflected growth in staffing and professional costs with the ramp up in US and UK investment in preparation for the US and UK laboratory commissioning and test service delivery, increased sales and marketing resources, and spending on market access and launch preparations.

This increased commercial investment gave rise to an adjusted EBITDA loss for the year of (£6.7m) (2022: (£5.6m)), with the cash position at the end of December 2023 being £2.5m (2022: £9.7m).

Capital Structure

The total number of ordinary shares in issue was 95,816,866. The loss per share for the year ending 31 December 2023 was 7.0p/share. The Board of Directors will not be recommending a dividend payment for the year ended 31 December 2023.

Outlook

With US commercial operations now starting to complement our growing UK and EU revenues, we anticipate strengthening revenues across the business over the coming year as we scale up testing to prevent cardiovascular disease. We are focused on commercial programmes with leading US hospital institutions whilst developing our UK NHS relationship and the expansion of our EU business. Given the challenging markets, we will grow revenues whilst maintaining a tight control over operational costs to target a breakeven/profit position over the medium term. We expect to de-risk our business model whilst delivering strong growth in our core markets.

During 2024, we expect to complete the following key deliverables:

We have a strong and growing competitive clinical advantage to identify patients at high genetic risk of coronary heart disease and improve preventive care for cardiovascular disease.

Commensurate with this growth we will build investment in our international manpower resources and expertise as well as explore acquisition opportunities to take advantage of the opportunities opening to us.

We look forward to updating our investors on our forthcoming progress.

Matthew Walls William Rhodes

Chief Executive Officer Chairman

31 May 2024 31 May 2024

GENinCode Plc

Consolidated Statement of Comprehensive Income

for the Year Ended 31 December 2023

Other comprehensive income for the year

Items that are or may be subsequently reclassified to the profit and loss:

The notes form part of these financial statements

The financial statements were approved by the Board of Directors on 31 May 2024 and were signed on its behalf by:

Paul Foulger

Director

Date: 31 May 2024

GENinCode Plc (Registered number: 11556598)

Company Statement of Financial Position

As permitted by Section 408 of the Companies Act 2006 GENinCode Plc has taken the exemption from presenting its unconsolidated profit and loss account. The parent company's loss for the financial year was £13,842k (2022 - loss of £1,907k).

The financial statements were approved by the Board of Directors on 31 May 2024 and were signed on its behalf by:

Paul Foulger

Director

The notes form part of these financial statements

GENinCode Plc

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2023

The notes form part of these financial statements

GENinCode Plc

Notes to the Consolidated Financial Statements

for the Year Ended 31 December 2023

Statutory information

GENinCode Plc is a public limited company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the General Information page.

The Group's principal activity is the development and commercialisation of clinical genetic tests, to provide predictive analysis of risk to a patient's health based on their genes.

The consolidated financial statements comprised of the Company and its subsidiaries (together referred to as "the Group") as at and for the year ended 31 December 2023. The parent Company financial statements present information about the Company as a separate entity and not about its Group.

Accounting policies

Basis of preparation

The consolidated financial statements of the Group have been prepared using the historical cost convention, on a going concern basis and in accordance with UK-adopted international accounting standards ("IFRS") and the Companies Act 2006 applicable to companies reporting under IFRS, using accounting policies which are set out below and which have been consistently applied to all years presented, unless otherwise stated.

The financial statements of the Company have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" ('FRS 101') and the requirements of the Companies Act 2006. The Company will continue to prepare its financial statements in accordance with FRS 101 on an ongoing basis until such time as it notifies shareholders of any change to its chosen accounting framework.

In accordance with FRS 101, the Company has taken advantage of the following exemptions:

• Requirements of IAS 24, 'Related Party Disclosures' to disclose related party transactions entered into between two or more members of a group;
• the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets;
• the requirements of IFRS 7 Financial Instruments: Disclosures;
• the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements;
• the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements;
• the requirements of IAS 7 to prepare a Statement of Cash Flows.

New and amended standards adopted by the Group

The most significant new standards and interpretations adopted, none of which are considered material to the Group, are as follows:

New standards and interpretations not yet adopted

No new standards or interpretations issued by the International Accounting Standards Board ('IASB') or the IFRS Interpretations Committee ('IFRIC') have led to any material changes in the Company's accounting policies or disclosures during each reporting period.

The most significant new standards and interpretations to be adopted in the future are as follows:

Going concern

The financial statements have been prepared on the assumption that the Company is a going concern. In making this assessment, the Directors have considered detailed budgets and forecasts for the next 12 months from the date of this report including the cash at bank available as at the date of approval of this report. The assessment includes the cashflows expected from an additional fund raise and on the basis the Directors have a proven track record in raising funds they are satisfied that the Group and Company should be able to meet their its financial obligations as they fall due and have concluded it is appropriate to prepare the financial statements on a going concern basis.

The Group has an ongoing commitment to keep costs and working capital under control so that increasing gross profits can extend the cash runway and eventually drive the business towards generating positive cash flows. Delays in revenue growth could have a potential impact on the Group's liquidity hence a number of potential mitigating actions which can be taken to safeguard the Group's cash position have been put together. These include working capital controls and reductions in discretionary spending.

Given that the outcome of the additional fund raise cannot be predicted, this indicates the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

Basis of consolidation

The Parent has 100% control of all subsidiaries. The subsidiaries consolidated in these Group accounts were acquired via group re-organisation and as such merger accounting principles have been applied, except for the acquisition of Abcodia Limited in September 2022. The subsidiaries' financial figures are included for their entire financial year rather than from the date the company took control of them, with the exception of Abcodia Limited which was acquired during the prior year.

Inter-company transactions, balances, and unrealised gains on transactions between Group companies are eliminated during the consolidation process.

GENinCode Plc prepares its accounts to 31 December under FRS101; there are no deviations from the accounting standards implemented by the company. Where necessary accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group.

The Company acquired its 100% interest in Abcodia Ltd in the prior year during September 2022. The results of subsidiaries acquired during the year are included from the effective date of acquisition. Where necessary, adjustments are made in results of subsidiaries to bring the accounting policies used into line with those used by the Group.

The subsidiary, Abcodia Limited is exempt from audit by virtue of s479A of the Companies Act 2006.

Property, plant, and equipment

Depreciation is provided to write off cost, less estimated residual values, of all property, plant, and equipment, except for investment properties and freehold land, evenly over their expected useful lives, calculated at the following rates:

Plant 12%

Equipment 25%

Intangible assets

Patents and licenses costs

The Group has purchased patents and licences since incorporation. The costs incurred in obtaining these patents and licenses have been capitalised. Amortisation is charged as follows:

Patents Over estimated economic life of 10 years

Licences 20% (estimated useful life of 5 years)

The Patents and license costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Software costs

The Group has purchased software since incorporation. The costs incurred in obtaining the software have been capitalised as the Group uses the software platform to provide results to its customers.

Amortisation is charged on a straight-line basis at 25% over the useful life of the related asset. Software costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Foreign currency

The functional currency of the Company is Sterling Pound (£) and its subsidiaries are in Euros (€) and US Dollars ($). The presentational currency of the Company is £.

Transactions entered by the Group's entities in a currency other than the reporting currency are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the statement of financial position date. Exchange differences arising on the re-translation of outstanding monetary assets and liabilities are also recognised in the income statement.

The exchange rates used in the financial statements are as follows:

Revenue recognition

Revenue is recognised in accordance with the requirements of IFRS 15 'Revenue from Contracts with Customers'. The Group recognises revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is determined to be recognised at the point of despatch of the product or service unless there are specific provisions in the relevant contract. Revenue from the provision of testing and reporting services is recognised upon delivery of the report to the customer. Invoices are typically raised upon delivery of the products or reporting services, unless there is a different contractual requirement, for payment according to credit terms, the prices having been pre-agreed on a product and customer basis.

Cash and cash equivalents

Equity

Equity comprises the following:

• Share capital: the nominal value of equity shares.
• Retained deficit: losses accumulated to the end of the year.
• Share premium: excess subscribed above nominal value.
• Share option reserve
• Foreign exchange reserve

Taxation

Employee benefits

Short-term benefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the year in which the associated services are rendered by employees of the Company.

Employee benefit costs

The Group operates a defined contribution pension scheme. Contributions payable to the Group's pension scheme are charged to the income statement in the year to which they relate.

Research and development expenditure

Expenditure on research activity is recognised as an expense in the year in which it is incurred.

Share based payment

The fair value of equity-settled share-based payments to employees is determined at the date of grant and expensed on a straight line basis over the vesting period based on the Group's estimate of shares or options that will eventually vest.

All equity-settled share-based payments are ultimately recognised as an expense in the profit or loss with a corresponding credit to the Share based payment reserve. If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting.

Share options granted to employees of subsidiaries are recognised as an expense in the employing subsidiary and as an addition to the investment in the subsidiary for the parent company. The costs are calculated on the same basis as above and are included upon consolidation.

Leased assets

The Group recognises a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, which comprises of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right of use asset is subsequently depreciated using the commencement date to the end of the lease term.

The lease liability is initially measured at the present value of the lease payments that are paid at the commencement date, discounted using the Group's incremental borrowing rate.

The lease liability is measured at amortised cost using the effective interest method. It is re-measured when there is a change in future lease payments arising from a change in an index or rate, or if the group changes its assessment of whether it will exercise a purchase, extension or termination option.

Financial instruments

Classification

The Group classifies its financial assets in the following measurement categories:

• those to be measured at amortised cost.

For assets measured at fair value, gains and losses will be recorded either in profit or loss or in OCI.

The entity will recognise a financial liability in its statement of financial position when it becomes party to the contractual provisions of the instrument. At initial recognition, the entity measures a financial liability at its fair value plus or minus, in the case of a financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial liability.

The Group classifies financial assets as amortised costs only if both of the following criteria are met:

• the contractual terms give rise to cash flows that are solely payment of principal and interest.
• Recognition
• Measurement

Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Debt instruments

Impairment

The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt

instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Goodwill

Goodwill arising in a business combination is recognised as an asset at the date control is acquired (the acquisition date). Goodwill arising on the acquisition of a subsidiary undertaking is the difference between the fair value of the consideration payable and the fair value of the identifiable assets, liabilities and contingent liabilities acquired.

Goodwill is not amortised but is reviewed for impairment at least annually or more frequently if there is an indication that goodwill may be impaired. If the recoverable amount is less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Inventory

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average cost method. Net realisable value represents the estimated selling price less all estimated costs of completion.

Taxation

Current and deferred tax is charged or credited in profit or loss, except when it relates to items charged or credited directly to equity, in which case the related tax is also dealt with in equity. Current tax is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Company and its subsidiaries operate.

Critical accounting estimates and judgements

The key estimates and underlying assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the years of the revision and future periods if the revision affects both current and future years.

The estimates and judgements which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below:

Intangible assets

The assessment of the future economic benefits generated by these separately identifiable intangible assets and the determination of its amortisation profile involve a significant degree of judgement based on management estimation of future potential revenue and profit and the useful life of the assets. Reviews are performed regularly to ensure the recoverability of these intangible assets.

Share based payments

The Company has issued share options as an incentive to certain senior management. The fair value of options granted is recognised as an expense with a corresponding credit to the share-based payment reserve. The fair value is measured at grant date and spread over the year during which the awards vest.

For equity-settled share-based payment transactions, the goods or services received and the corresponding increase in equity are measured directly at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If it is not possible to estimate reliably the fair value of the goods or services received, the fair value of the equity instruments granted as calculated using the Black-Scholes model is used as a proxy.

The fair value of share-based payments is measured by use of valuation models, which take into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on historical share price performance of a group of peer companies as historical share price performance was not available for the Company on the date of grant.

Contingent consideration

Contingent consideration is a financial liability recorded at fair value (note 24). The amount of contingent consideration to be paid is based on the occurrence of future events, such as the achievement of certain development, regulatory and sales milestones. Accordingly, the estimate of fair value contains uncertainties as it involves judgment about the likelihood and timing of achieving these milestones as well as the discount rate used.

Changes in fair value of the contingent consideration obligation result from changes to the assumptions used to estimate the probability of success for each milestone, the anticipated timing of achieving the milestones and the discount period and rate to be applied. A change in any of these assumptions could produce a different fair value, which could have a material impact on the results from operations.

Leases

The application of IFRS 16 requires the Group to make judgments that affect the valuation of the lease liabilities and the valuation of right-of-use assets (note 25). These include: determining contracts in scope of IFRS 16, determining the contract term and determining the interest rate used for discounting of future cash flows.

The lease term determined by the Group generally comprises non-cancellable period of lease contracts, periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. The same term is applied as the economic useful life of right-of-use assets.

The present value of the lease payment is determined using the discount rate representing the base rate of 4.5%, plus a margin of 3% for general lending, giving a raise to a discount rate of 7.5%.

Management have assessed each lease liability for recognition under IFRS16 and recognised a right of use asset where appropriate (note 25). The right of use asset is amortised in line with the term of the lease. Amortisation is on a straight line basis over 5 years with discount rate 7.5% as above.

Carrying value of inter- company debtors

Management uses their judgement to assess the recoverability and value of intercompany debts, the Company has funded its subsidiaries (note 17) to assist with their growth. Management have decided to provide for the inter-company debts in their entirety at the year end. This is based on current forecasts and the ability of the subsidiaries to repay the debts within the foreseeable future.

Financial risk management

The Group's risk management is controlled by the board of directors. The board identifies, evaluates, and mitigates financial risks across the Group. Financial risks identified and how these risks could affect the Group's future financial performance are listed below;

Financial instruments by category

Fair value hierarchy

All the financial assets and financial liabilities recognised in the financial statements which are short-term in nature are shown at the carrying value which also approximates the fair values of those short-term financial instruments. Therefore, no separate disclosure for fair value hierarchy is required for them. The disclosure on fair value hierarchy does not apply to the financial leases.

Credit risk

The aggregate financial exposure is continuously monitored. The Group's exposure to credit risk on cash and cash equivalents is considered low as the bank accounts are with banks with high credit ratings.

Liquidity risk

The Group currently holds cash balances to provide funding for normal activity and is managed centrally. Trade and other payables are monitored as part of normal management routine.

Interest rate risk

The Group's interest-bearing assets comprise of only cash and cash equivalents. As the Group's interest-bearing assets do not generate significant amounts of interest, changes in market interest rates do not have any significant direct effect on its income.

The maturity of borrowings and other financial liabilities (representing undiscounted contractual cash-flows) is as follows:

221

Capital risk management

The Group's capital management objectives are to ensure the Group's ability to continue as a going concern, and provide an adequate return to shareholders by pricing products and services commensurate with the level of risk.

To meet these objectives, the Company reviews the budgets and forecasts on a regular basis to ensure there is sufficient capital to meet the needs of the Company through to profitability and positive cash flow.

All working capital requirements are financed from existing cash resources.

Operating segments

There is only one operating segment. The Group has disaggregated revenue into various geographic regions in the following table.

Staff costs are allocated between Cost of sales and Administrative expenses.

Auditor's remuneration

Fees payable to the company's auditor and its associates for other services:

Employees and directors

The average number of employees (including directors) in the Group during the year was made up as follows:

The cost of employees (including directors) during the year was made up as follows:

Key management personnel compensation

The compensation of key management personnel, principally directors of GENinCode Plc for the year were as follows:

The above remuneration of directors includes the following amounts paid to the highest paid Director:

The charge for the year can be reconciled to the loss in the consolidated statement of comprehensive income as follows:

Factors affecting current and future taxation

Per UK adopted IA rules, unrelieved tax losses carried forward of £5,801,919 have not been recognised as a deferred tax asset as there is currently insufficient evidence that the asset will be recoverable in the foreseeable future.

Profit of parent company

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was £13,841,707 (2022 - loss of £1,906,671).

Earnings per share

Reconciliations are set out below.

2022

The Company had options issued over 7,207,500 (2022: 8,248,000) ordinary shares.

Due to the losses incurred from continuing operations in the years reported, there is no dilutive effect from the existing share options.

Investments

Company

£'000

Cost

Share based payments relate to costs of employee options in the Company for employees of its subsidiary.

Summary of subsidiaries held in investments;

Intangible assets (continued)

Company

Patents & Licences

£'000

Cost

In patents and licences items with a NBV of £70k had a remaining useful life of 7 years. The remaining items in patents and licences with a NBV of £68k had a useful life of 8 years.

Property, Plant and Equipment

Abcodia Limited was purchased for an initial cash price of £1, the fair value of the net assets acquired were £1. In addition, a deferred consideration of up to £1m is payable to the vendors subject to the achievement of an EBIT of £1m generated by the sale of ROCA tests in the UK during the 6-year period following the date of acquisition. This is payable in two tranches; the first tranche of £350,000 is payable on the achievement of an EBIT of £350,000, and the second tranche of £650,000 is payable on the achievement of a further £650,000 of EBIT. Goodwill has been calculated on the basis of only the first tranche of £350,000 being payable to the vendors, discounted to a present value of £149,000 using a rate of 15.3%.

Inventory

Group

In 2023, a total of £917k (2022: £798k) of inventories was included in profit and loss as an expense as part of cost of sales.

Trade and other receivables

Group

The inter-company loans above have been provided for in full as per IFRS 9 recognition requirements for credit losses. Although the Board are confident of all inter-company loans being collectible there is not enough evidence at the year end and projected short term to contradict the credit loss. The Board are confident this provision will reverse as the Group grows.

General terms for settlement of debt with clients are 30 days from the date of invoice for private entities and 60 days with public entities. The carrying value of trade and other receivables classified at amortised cost approximates fair value.

Cash and cash equivalents

Group

Where cash at bank earns interest, interest accrues at floating rates based on daily bank deposit rates.

The fair value of the cash & cash equivalent is as disclosed above. For the purpose of the cash flow statement, cash and cash equivalents comprise of the amounts shown above.

Financial assets

Group

The Financial assets relate to Spanish ring-fenced money for Tender bids and office rent.

Share capital

Reserves

The following describes the nature and purpose of each reserve within equity:

Share based payments

The Company has issued share options as an incentive to certain senior management. All share options granted during the year were granted under individual agreements and are subject to market and service vesting conditions. The exercise price is 44 pence on 772,000 shares and the rest are at 15.83 pence.

Each share option converts into one ordinary share of GENinCode plc on exercise and are accounted for as equity-settled share-based payments. The equity instruments granted carry neither rights to dividends nor voting rights.

The vesting conditions are as follows:-

• Staff and Board - based on market conditions, estimated 5 at years vesting period
• Advisors - three years following grant date

The value of share based payments charged to administrative expenses was £71,112 (2022, £101,894).

Employers' national insurance relating to the share based options has been accrued amounting to £22,642 (2022: £13,761).

The share-based payment charge was calculated on the basis that the average time period that the options are expected to remain unexercised is 36 months.

The fair value is estimated at the date of grant using the Black-Scholes pricing model, taking into account the terms and conditions attached to the grant. The following are the inputs to the model for the equity instruments granted during the period:

Included in Other payables for the Company and Group is £609,993 of funds held on account in advance of a share issue. The share issue and raise were completed in January 2024, see note 30.

General terms for settlement of debt are 60 days in general, after the invoice has been remitted from supplier.

The carrying value of trade and other payables classified at amortised cost approximates fair value.

Contingent consideration

Group

The contingent consideration relates to the acquisition of Abcodia Limited which has a deferred consideration of up to £1m, payable to the vendors subject to the achievement of an EBIT of £1m generated by the sale of ROCA tests in the UK during the 6-year period following the date of acquisition. This is payable in two tranches; the first tranche of £350,000 is payable on the achievement of an EBIT of £350,000, and the second tranche of £650,000 is payable on the achievement of a further £650,000 of EBIT. Contingent consideration has been calculated on the basis of only the first tranche of £350,000 being payable to the vendors, discounted to a present value of £178,000 using a rate of 15.3%.

During the year an expense of £23,664 (2022: £5,698) was recognised on unwinding the contingent consideration at a rate of 15.3%.

Lease liability

Maturity analysis- contractual undiscounted cash flows:

Group

An interest expense of £24,080 with regards to the lease liability has been included in the accounts (2022: £13,807). A discount rate of 7.5% is used in the calculation of the liability and right of use asset. The lease term is 5 years ending in August 2027.

Provisions and contingencies

Group

Deferred tax relates to accelerated capital allowances.

Capital commitments

There is no capital expenditure contracted at this year-end reporting.

Related Party Transactions

During the year the Group and Company entered into the following transactions with related parties:

Compensation of key management personnel of the Group

Key management are those persons having authority and responsibility for planning, controlling and directing the activities of the Company. In the opinion of the Board, the Company's key management are the Directors of GENinCode plc.

Amounts included in the Financial Statements, in aggregate, by category of related party are as follows:

Contingent liability

As per note 24 there is a contingent consideration relating to the Abcodia Limited's deferred consideration. The contingent liability is for the second tranche of £650,000 being payable on the achievement of £1m of EBIT generated by the sale of ROCA tests in the UK during a 6-year period following the date of acquisition. Due to current performance and predictions the Board believes it is extremely unlikely to become due, therefore this has not been provided for in the financial statements.

Events after the reporting date

On 10 January 2024 the Company issued 81m shares as a result of a fund raising £4m in capital for the Group. Part of this capital was received during the year on account and is held in Other payables, see note 23. This represents a non-adjusting event.

On 26 April 2024, the Company announced that it had approved and granted (on 14 April 2024) new options over an aggregate of 19,380,630 new ordinary shares of 1 pence each in the Company to certain directors and employees of the Company, representing 10.95 per cent. of the Company's existing share capital; 8,642,500 of the new options have an exercise price of 5 pence per share and are exercisable on the second anniversary of the date of grant and 10,738,130 of the new options have an exercise price of 10 pence per share and are exercisable on the second anniversary of the date of grant. Additionally, on 8 April 2024, 6,984,500 of the options previously granted were surrendered for nil consideration. Following the grant of the new options and the options surrender, there are options over a total of 19,580,630 ordinary shares in the Company.

There are no significant adjusting events after the reporting date.

Ultimate controlling party

The Group does not have an ultimate controlling party.