Audited Results for Period Ended 31 December 2024

GenIP Plc (AIM: GNIP), a technology business providing Generative Artificial Intelligence (GenAI) solutions to help research organisations and corporations commercialise their innovations, is pleased to announce its inaugural audited results for the period from incorporation on 23 February 2024 to 31 December 2024 (the "Annual Report and Accounts").

The Annual Report and Accounts will be posted to shareholders today and will shortly be available on the Company's website at https://genip.ai/.

Financial Highlights:

• Successfully raised £1.75m in conjunction with GenIP's AIM IPO to support growth and delivery of strategic goals
• Revenue: $123,015
• Operating Loss: $888,545
• Net Assets: $1,272,122
• Cash and Cash Equivalents: $972,364

These are the first audited results of the Company, so there are no comparatives.

The Audited Report and Accounts, extracts of which are contained in the appendix below, should be read in full, as there are some adjustments compared to the unaudited results announced on 31 March 2025 due to changes in some accounting treatments and audit review.

Operational Highlights:

• Growing orderbook, with prepayment of orders supporting the Company's cash position
• Launched Generative-AI enhanced services, providing substantial operational efficiencies and opening new revenue channels
• AI prompt engineering enhanced customer outcomes through improved analytical capabilities
• Expansion of the sales and marketing team, driving customer acquisition and higher revenues

Melissa Cruz, CEO of GenIP, commented:

"GenIP has made strong progress in the short time since incorporation in February 2024 and listing in October 2024. The Company has secured multiple new orders and contracts for delivery in 2025 and cultivated strong relationships within the technology transfer and innovation community, paving the way for sustained growth.

"The introduction of Generative AI-enhanced products and services in September 2024 established a firm base for GenIP's strategy to drive revenue growth and create lasting value for stakeholders.

"With several strategic initiatives underway, GenIP is well positioned for expansion and success. As we broaden our global presence and integrate more advanced Generative AI analytics into our services, these enhancements strengthen our offerings - driving innovation accelerating, the commercialisation of new technologies and improving decision making for our customers.

"We remain committed to delivering long-term shareholder value through product excellence and disciplined cost management."

As announced on 2 June 2025, the Company will hold its Annual General Meeting at the offices of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP on 26 June 2025 at 2.30 p.m. (British Summer Time).

Company Strategy

STRATEGIC REPORT

Chairman's Statement

INTRODUCTION

It is my pleasure to present GenIP Plc's inaugural Annual Report and Accounts following our successful admission to trading on AIM in October 2024. As a start-up and newly listed company, we have taken significant steps towards positioning ourselves as a leader in technology transfer, leveraging AI-driven solutions to support universities, research organisations, and technology companies.

2024 was a year of foundational progress, marked by the acquisition of our core business assets, an IPO that raised £1.75 million before costs, and early commercial traction across our two core products - Invention Evaluator and Vortechs.

PERFORMANCE

During our first financial period from 23 February 2024 to 31 December 2024, GenIP generated $123,015 in revenue while incurring a loss before taxation of $886,829, reflecting the early-stage investment in building our business and scaling operations. The operating loss of $888,545 primarily stemmed from administrative expenditure, including infrastructure setup, talent acquisition, and share-based payments associated with our IPO and broader employee incentive programmes. While 2024 included substantial share-based payments, our future financial strategy will pivot toward marketing efforts and team expansion, emphasising smart, targeted investments to drive scalable and profitable growth.

The successful IPO enabled us to establish a strong financial position, with net assets of $1,272,122 and cash reserves of $972,364 at year-end, providing liquidity to fund future growth initiatives.

SINCE YEAR-END AND OUTLOOK

We are encouraged by the development of GenIP's business and optimistic about the opportunities ahead in 2025. The integration of AI into our technology evaluation platform and the use of AI tools in our executive recruitment processes continues to enhance the value we deliver to clients, while sector trends point to increasing demand for university-led commercialisation and executive matchmaking in innovation-focused enterprises.

Our ability to expand client relationships, refine our service offerings, and drive operational efficiencies will be key focus areas in the coming year. The Board remains committed to prudent financial management while supporting strategic investments that will accelerate revenue growth and enhance shareholder value.

ANNUAL GENERAL MEETING

GenIP Plc's first Annual General Meeting will be held on 26 June 2025. The resolutions set forth are designed to support the company's continued growth and governance, and the Board unanimously recommends shareholders vote in favour of all resolutions.

On behalf of the Board, I would like to thank our shareholders for their support, our management team for their vision and dedication, and our employees for their commitment to GenIP's success.

I look forward to updating you on our progress in the coming year.

Lord D L Willetts

Independent Non-Executive Chairman

Date: 3 June 2025

Chief Executive's Summary

INTRODUCTION

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

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

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

• Revenue distribution by customer type - Universities and research institutions contribute 60.4% of total revenue, while private enterprises account for 39.6%, reflecting our broad stakeholder impact.
• Geographic expansion - With 68.2% of revenue derived from North America, 16.6% from South America, and 9.2% from Asia, our strategy focuses on further penetration in high-growth regions.
• Platform adoption & engagement - Measuring the growth in the number of institutions and corporate partners utilising our platforms.
• Executive placement success - Tracking the effectiveness of leadership matchmaking in driving commercialisation of disruptive innovations.
• AI-driven analytical accuracy - Regular benchmarking ensures our models deliver precise and actionable insights.

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

STRATEGY

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

• Enhancing AI capabilities - Investing in our technology infrastructure and refining our predictive models for deeper market insights.
• Scaling executive recruitment - Strengthening our services to ensure high-growth technology ventures have access to world-class leadership.
• Expanding international presence - With increasing demand in South America and Asia, we aim to further penetrate these key markets.
• Optimising operational efficiency - Maintaining financial sustainability while strategically investing in technological innovation and talent.

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

PERFORMANCE

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

• Customer engagement & retention - A strong, repeat-client base demonstrates trust in our services, with universities favouring Invention Evaluator and private enterprises leveraging Vortechs for executive placement.
• Geographic growth - North America remains our largest market, with substantial traction in South America and Asia, highlighting our expansion potential.
• Leadership placement effectiveness - Matching top-tier executive talent with emerging technology ventures ensures successful commercialisation of breakthrough innovations.
• AI-driven insights & accuracy - Our services continuously evolve to provide the most comprehensive market intelligence.
• Commitment to ethical AI & sustainability - We maintain transparency and adhere to responsible AI standards to build trust with stakeholders.

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

STAKEHOLDER ENGAGEMENT

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

Customers

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

• Tailored AI solutions - Continuous refinement of our analytical models based on direct client feedback ensures high-value insights.
• Industry Events and Sponsorships - Attendance and sponsorship at key industry events have enhanced market accessibility and are opening opportunities for strategic partnerships with innovation hubs and technology accelerators.

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

Suppliers & Technology Partners

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

• Strategic supplier agreements - Long-term partnerships ensure access to cutting-edge AI technologies.
• Sustainability-focused sourcing - Ethical AI implementation is a priority in supplier selection, supporting responsible tech development.

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

Employees

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

• Performance-driven culture - Career progression and leadership development pathways foster long-term retention.
• Flexible & inclusive workplace policies - Our commitment to diversity, equity, and inclusion enhances team collaboration and innovation.

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

Investors & Shareholders

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

• Regular financial & operational updates - Clear reporting on business performance, including revenue trends and expansion strategies.
• Investor briefings & shareholder meetings - Providing insights into growth initiatives, market opportunities, and risk management strategies.
• Governance & ethical AI commitment - Strong adherence to corporate governance standards reinforces investor confidence. Outcome: Continued investor trust, strategic growth investments, and a robust financial position, supporting GenIP's expansion objectives.

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

CLOSING REMARKS

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

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

Ms M Cruz

Chief Executive Officer

Date: 3 June 2025

SECTION 172(1) STATEMENT

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

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

Long-Term Consequences of Decisions

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

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

Interests of Employees

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

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

• Business Relationships with Suppliers, Customers, and Stakeholders

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

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

Impact on the Community and the Environment

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

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

Reputation for High Standards of Business Conduct

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

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

Fair and Equitable Treatment of Shareholders

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

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

CFO's Statement and Financial Review

FINANCIAL OVERVIEW

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

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

FINANCIAL HIGHLIGHTS - PERIOD ENDED 31 DECEMBER 2024

US$

Revenue

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

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

Administrative Expenses

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

Operating Loss

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

Intangible Assets

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

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

Cash flows

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

Debt financing and liquidity

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

The Company has no other debt.

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

Share-Based Payments

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

• Total share-based payment expense: $358,924 recognized in the period ended 31 December 2024.
• Phased vesting over a three-year period, aligning incentives with long-term growth.
• Fair value assessed using the Black-Scholes model, factoring in:
• Share price at grant
• Exercise price
• Volatility (72%)
• Risk-free interest rate (4.25%)

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

Performance against KPI's

GenIP Plc tracks several financial and operational metrics, including:

• Revenue Growth: Expanding client acquisition
• Gross Margin: Improving cost efficiency
• Cash Flow Management: Maintaining liquidity
• Client Engagement: Strengthening relationships across sectors

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

KPI Description 2024

Total Income Total Income including revenue from Invention Evaluator and Vortechs sales $123,015

Gross Profit Margin Percentage of revenue remaining after deducting cost of sales 12.3%

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

CONCLUSION

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

We remain focused on growth, operational efficiency, and shareholder value creation, ensuring sustainable returns in the years ahead.

Mr K Fitzpatrick

Chief Financial Officer

Date: 3 June 2025

Principal Risks and Uncertainties

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

Operational Risk

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

Finance and Liquidity Risk

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

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

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

Dependence on Phosphorix Limited

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

Market Competition

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

Technology and IT Infrastructure

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

Geopolitical and Macroeconomic Risks

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

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

CONCLUSION

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

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

Ms M Cruz

Director

Date: 3 June 2025

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GENIP PLC

OPINION

We have audited the financial statements of GenIP Plc (the 'Company') for the period ended 31 December 2024, which comprise:

• the Statement of Comprehensive Income;
• the Statements of Financial Position;
• the Statement of Changes in Equity;
• the Statement of Cash Flows; and
• the related notes to the financial statements including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK-adopted International Accounting Standards ('IAS').

In our opinion, the financial statements:

• have been properly prepared in accordance with IAS; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

BASIS FOR OPINION

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

SUMMARY OF OUR AUDIT APPROACH

Key audit matters

The key audit matters that we identified in the current period were:

• Revenue recognition arising from occurrence, completeness and cut-off in the period.
• Management override of controls.
• Share based payments.
• Completeness of related party transactions.
• Going concern.
• Recoverability of accounts receivable and loan balances.
• Treatment of IT development costs.
• Treatment of IPO and other related costs.
• Completeness of expenses.

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF GENIP PLC CONTINUED

AN OVERVIEW OF THE SCOPE OF OUR AUDIT

The key audit matters identified above are discussed further in this section. This is not a complete list of all risks identified by our audit.

We identified going concern as a key audit matter and have detailed our response in the conclusions relating to going concern section below.

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF GENIP PLC CONTINUED

OUR APPLICATION OF MATERIALITY

Based on our professional judgement, we determined overall materiality for the financial statements to be $44,340 based on 5% of loss before tax and performance materiality was $35,473 based on 80% of materiality.

CONCLUSIONS RELATING TO GOING CONCERN

Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included obtaining and reviewing the financial cash flow forecasts.

Management prepared a financial forecast for the future business incorporating the planned expansion of advertising spend to accelerate the sales revenue. As part of their assessment, the forecast drives from revenue growth assumptions based on previous performance for the existing client base plus growth assumptions based on forecast additional marketing spend.

In the forecast scenarios the Company has sufficient working capital based on the existing funds held to meet its working capital requirements for at least 12 months from date of sign off.

Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern bases of accounting included but was not restricted to the following:

• Challenging and assessing the forecasts prepared by management, and assumptions used, including those around revenue growth rates and the resulting cashflows within the assessment period.
• We challenged the assumptions based on a review of the historical results to 31 December 2024 and available management information for the business post period-end.
• We performed a range of sensitivities to review what impact an erosion in the forecast results would have on the headroom to the working capital available.
• We reviewed the committed expenditure for 12 months from date of our audit opinion against the sensitised cash inflows and working capital available.
• We enquired with management as to cash outflow mitigations which could be made, reviewing the practicality of the cost mitigations identified by management.
• We reviewed the Company's announcements and considered if any items will have a financial impact on the going concern basis.
• We reviewed the appropriateness of the going concern disclosures included in the financial statements and considered its adequacy and consistency with our knowledge of the business.
• We enquired into key supply contracts and expectations of continuation.
• We reviewed the latest management accounts available post period end, to consider the current trading position.
• We considered the risks inherent in the Company's operations and business model and the evaluation of the risks on the Company's financial resources.
• We enquired with management as to the availability of funds required to settle obligations as they fall due.

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF GENIP PLC CONTINUED

OTHER INFORMATION

We have nothing to report in this regard.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion, based on the work undertaken in the course of the audit:

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.

RESPONSIBILITIES OF DIRECTORS

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

As part of our planning process:

• We enquired of management the systems and controls the Company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The Company did not inform us of any known, suspected or alleged fraud.
• We obtained an understanding of the legal and regulatory frameworks applicable to the Company. We determined that the following were most relevant: UK-adopted International Accounting Standards and the Companies Act 2006.

INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF GENIP PLC CONTINUED

• We considered the incentives and opportunities that exist in the Company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
• Using our knowledge of the Company, together with the discussions held with the Company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.
• Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates which include considerations around the estimates in the share-based payments and the cost capitalisation and impairment reviews of intangible assets.
• Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
• Testing key revenue lines, in particular cut-off, for evidence of management bias.
• Obtaining third-party confirmation of material bank and loan balances.
• Documenting and verifying all significant related party and transactions.
• Reviewing documentation such as the Company's board minutes for discussions of irregularities including fraud.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

USE OF OUR AUDIT REPORT

Tanya Craft (Senior Statutory Auditor) For and on behalf of HW Fisher Audit Chartered Accountants

Statutory Auditor

Acre House

11/15 William Road London

NW1 3ER

United Kingdom Date: 3 June 2025

STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2024

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations. The notes on pages 32 to 51 form part of these financial statements.

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024

The notes on pages 32 to 51 form part of these financial statements.

Mr K Fitzpatrick

Director

Company registration number 15517400 (England and Wales)

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2024

The notes on pages 32 to 51 form part of these financial statements.

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 DECEMBER 2024

The notes on pages 32 to 51 form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

1 MATERIAL ACCOUNTING POLICIES

Company information

GenIP plc (Companies House registration number 15517400) is a public company limited by shares and registered and incorporated in England and Wales. The registered office is 12 New Fetter Lane, London, United Kingdom, EC4A 1JP.

The principal activity of the Company is to empower organisations to better evaluate and commercialise their discoveries through two distinct, yet complementary, services:

• Invention Evaluator - providing bespoke enhanced research reports assessing the market potential for new technological innovations and discoveries by utilising artificial intelligence driven proprietary software; and
• Vortechs - providing executive recruitment services to match technology organisations with experienced executives and business leaders also utilising artificial intelligence driven software tools and proprietary data.

Key Dates:

23 February 2024 The Company was incorporated as Gen IP Limited

23 August 2024 The Company was re-registered as GenIP Plc

5 September 2024 The Company entered into an Asset Purchase Agreement with Tekcapital Plc and Tekcapital LLC. In accordance with the terms of the Agreement, and effective 4 June 2024, the Company acquired certain assets and liabilities related to Invention Evaluator and Vortechs business in exchange for a capital contribution.

2 October 2024 The Company was admitted to trade on the AIM market of the London Stock Exchange, following a placing and subscription of shares

Accordingly, no comparative financial information is included in these financial statements.

1.1 Reporting period

As mentioned, the company was incorporated on 23 February 2024. As such, these financial statements cover the period from 23 February 2024 to 31 December 2024. All future financial statements will be made up to 31 December.

1.2 Accounting convention

The financial statements have been prepared in accordance with UK adopted international accounting standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements have been prepared on a going concern basis under the historical cost convention, unless otherwise stated within the material accounting policies adopted set out below. The financial statements are prepared in US Dollars which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $, except when otherwise indicated.

The Company's shares were admitted to trading on AIM, a market operated by the London Stock Exchange on 2 October 2024. These financial statements have also been prepared in accordance with AIM Rules.

1.3 Going concern

The Directors have conducted a detailed assessment of the Company's ability to continue as a going concern, leveraging detailed cash flow forecasts. Weekly monitoring of cash balances and burn rates ensures proactive financial oversight, allowing management to identify potential cash or revenue shortfalls early. To mitigate financial risks, the Company has established contingency measures, including cost controls on forward commitments, revenue diversification strategies, and access to capital markets for additional funding if required. Pricing reviews and new product launches are strategically managed to support sustainable revenue growth. The Company remains dependent on Phosphorix as an IE platform operator and is in the process of reviewing alternative contingency plans to address the risk of potential operational disruptions. Directors are confident that these measures, combined with the funds raised through the placement and subscription for shares and Admission to trade on AIM, together with cash generated from operations, provide sufficient resources for at least 12 months from the financial statement's approval date.

While mindful of inflationary pressures, the Board is satisfied that appropriate mitigations are in place. Accordingly, the Financial Statements continue to be prepared on a going concern basis.

1.4 Revenue

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.

In accordance with IFRS 15 Revenue from Contracts with Customers,the Company recognises revenue when the contract is identified, performance obligation is determined, transaction price (as defined for each service below) is determined and allocated to the relevant performance obligations. Due to the nature of the services provided by the company, customers do not have a right to return once the service has been provided. As such, there is no provision for returns recognised in the accounts.

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

Invention Evaluator services:

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

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

Vortechs recruitment services:

The Company provides recruitment services specialising in technology transfer executives.

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

Other income

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

1.5 Intangible assets other than goodwill

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

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

Invention Evaluator - 10 years

Vortechs - 10 years

Website developments costs - 3 years

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

Invention Evaluator - 2 years

Vortechs - 5 years

1.6 Impairment of intangible assets

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

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

1.7 Business combinations

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

1.8 Cash and cash equivalents

1.9 Financial assets

Financial assets held at amortised cost

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

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

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

Impairment of financial assets

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

Derecognition of financial assets

1.10 Financial liabilities

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

Other financial liabilities

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

Derecognition of financial liabilities

1.11 Equity instruments

Equity instruments include the following:

• Ordinary share capital represents the nominal value of equity shares;
• 'Share premium' represents amount paid for shares in excess of their nominal value;
• 'Capital contributions' represents amounts provided to the Company by Shareholders;
• 'Options & warrant reserve' represents the value of share options and share warrants granted; and
• 'Retained earnings represents the retained earnings less retained losses

1.12 Taxation

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

Current tax

Deferred tax

1.13 Employee benefits

1.14 Share-based payments

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

1.15 Foreign exchange

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

1.16 Earnings per share

Basic Earnings per share

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

Diluted earnings per share

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

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

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

• IFRS 17 Insurance Contracts
• Definition of Accounting Estimates - amendments to IAS 8;
• International Tax Reform - Pillar Tow Model Rules - amendments to IAS 12;
• Deferred Tax relates to Assets and Liabilities arising from a Single Transaction - amendments to IAS 12; and
• Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2.

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

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

3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

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

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

Share based payments

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

Share price volatility: 72%

Risk free rate: 4.5%

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

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

Intangible Assets

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

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

Capitalisation of IPO costs

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

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

4 REVENUE

2024 $

Revenue analysed by class of business

123,015

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

5 SEGMENTAL ANALYSIS

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

• Invention Evaluator
• Vortechs

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

8 EMPLOYEES

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

2024 Number

200,861

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

9 DIRECTORS' REMUNERATION

2024 $

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

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

10 INCOME TAX EXPENSE

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

2024 $

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

11 EARNINGS PER SHARE

2024 Number

Number of shares

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

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

13 TRADE AND OTHER RECEIVABLES

2024 $

404,128

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

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

14 CONVERTIBLE LOAN NOTES

2024 $

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

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

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

15 TRADE AND OTHER PAYABLES

2024 $

147,772

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

16 DEFERRED REVENUE

2024 $

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

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

17 SHARE-BASED PAYMENTS

Options and warrants granted during the period

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

2024

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

Options and warrants outstanding

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

5,629,418

Expenses

Related to equity settled share-based payments 358,924

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

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

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

18 SHARE CAPITAL

2024 2024 Number $

Ordinary share capital

Issued, allotted and fully paid

Reconciliation of movements during the period:

Ordinary Shares Number

Share issue 594,752,780

Sud-division of shares 11,000,000

Consolidation of shares (588,235,318)

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

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

19 SHARE PREMIUM ACCOUNT

2024 $

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

20 CAPITAL CONTRIBUTIONS

2024 $

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

21 OPTIONS & WARRANT RESERVE

2024 $

22 FINANCIAL RISK MANAGEMENT

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

• Trade & other receivables;
• Cash at bank and in hand;
• Borrowings;
• Trade and other payables;
• Accruals

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

• Market risk
• Price risk

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

Interest rate risk

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

Credit risk

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

Liquidity risk

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

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

Fair value risk

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

Foreign exchange risk

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

23 CAPITAL RISK MANAGEMENT

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

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

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

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

24 EVENTS AFTER THE REPORTING DATE

Development Costs

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

Convertible Loan Note

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

25 RELATED PARTY TRANSACTIONS

Remuneration of key management personnel

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

Other transactions with related parties

Tekcapital Plc

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

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

Assets:

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

Liabilities:

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

Tekcapital Europe Ltd

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

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

Tekcapital LLC

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

Phosphorix Ltd

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

Guident Limited and Innovative Eyewear Inc

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

Director transactions:

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

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

26 CONTROLLING PARTY

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

27 CASH ABSORBED BY OPERATIONS

2024 $

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

• $120,789 for directors' share options and warrants granted during the period.
• $226,266 for shares issued to employees.
• $11,650 for shares issued in exchange for advertising services.

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