Results for Year Ended 31 December 2025

Share premium - amount subscribed for share capital in excess of nominal value, net of directly attributable costs.

Translation reserve - foreign exchange differences recognized in other comprehensive income.

Other reserve - historic other reserve outside of share premium, translation reserve and share premium. 

Retained earnings - cumulative net gains and losses recognised in the consolidated statement of comprehensive income, net of dividends paid.

The financial statements should be read in conjunction with the accompanying notes set out in the full 2025 Annual Report, available on the Company's website at: https://www.tekcapital.com/results-centre/

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025

The financial statements should be read in conjunction with the accompanying notes set out in the full 2025 Annual Report, available on the Company's website at: https://www.tekcapital.com/results-centre/

NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Tekcapital plc (Companies House registration number: 08873361) is a Company incorporated in England and Wales and domiciled in the UK. The address of the registered office is detailed on page 36 of the financial statements. The Company is a public limited company limited by shares, which listed on the AIM market of the London Stock Exchange in 2014. The principal activity of the Group is to provide universities and corporate clients with valuable technology transfer services. The Group also acquires exclusive licences to university technologies that it believes can positively impact people's lives, for subsequent commercialisation.

The material accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The amounts presented in the consolidated financial statements are comparable to consolidated financial statements for the year ended 31 December 2024. While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards, this announcement does not itself contain sufficient information to comply with those standards. The Company expects to publish full financial statements that comply with International Financial Reporting Standards in June 2026.

Amounts presented in this report are rounded to nearest US$1.

2. MATERIAL ACCOUNTING POLICIES 

2.1 STATEMENT OF COMPLIANCE

The consolidated financial statements of Tekcapital have been prepared in accordance with the UK-adopted International Financial Reporting Standard ("UK adopted IFRS") and those parts of the Companies Act 2006 that are relevant to companies which report in accordance with UK adopted IFRS. The consolidated financial statements have been prepared under the historical cost convention. The consolidated financial statements comprise the financial statements of Tekcapital plc and its subsidiaries, Tekcapital Europe Ltd and Tekcapital LLC.

The preparation of financial statements in accordance with UK-adopted International Financial Reporting Standards requires the use of certain critical accounting estimates. It requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 4.

2.1.1 GOING CONCERN

The financial statements have been prepared on a going concern basis.

The Group and Company meet their day-to-day working capital requirements through service offerings, monetisation of quoted equity stakes and monies raised through issues of equity. As disclosed in note 26, the Group announced a new placement of 18,750,000 new ordinary shares of 0.4 pence each in the Company at a price of 8 pence per share to raise £1.5m in February 2026.

The Directors have prepared detailed cash flow projections for the period to 31 May 2027 ("going concern assessment period"). In preparing these projections the directors have taken into account the Group's available cash as at the date of signing of these financial statements, combined with the ability to sell down shares in the Group's quoted equity investments, and are satisfied this provides the Group and Company with more than adequate headroom. The cash flow projections have been subjected to sensitivity analysis which demonstrate that the Group and Company will maintain a positive cash balance through the going concern assessment period. The forecasts and projections included assumptions and estimation uncertainties related to Group's service revenues, cost of goods sold and operating expenses. Most significant material assumptions include Company's payroll, which is limited to a handful of employees. The Group has no third-party debt facilities.

The Directors have also considered the geo-political environment, including rising inflation, and whilst the impact on the Group is currently deemed minimal, the Directors remain vigilant. On this basis, the Directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis.

2.1.2 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES

Standards and Interpretations effective from 1 January 2025

The Group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2025: 

• Amendments to IAS 21 "Lack of Exchangeability". Effective from 1 January 2025, these amendments require entities to assess exchangeability and, if lacking, estimate a spot rate reflecting market participant conditions, enhancing consistency in financial reporting. 

The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods. 

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

Standards and Interpretations not yet effective

The following standards and amendments are effective for annual periods beginning on or after 1 January 2026 (unless otherwise stated):

· IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027)

· IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)

· Amendments to classification and measurement requirements for financial instruments (Amendments to IFRS 9 and IFRS 7) - Effective 1 January 2026

· Amendments to Illustrative Examples on IFRS 7, IFRS 18, IAS 1, IAS 8, IAS 36 and IAS37- Provisions, Contingent Liabilities and Contingent Assets - Effective from November 1 2025 but transition reliefs are provided.

At the reporting date, there are no other new standards or amendments issued but not yet effective that are expected to have a material impact on the Group. The Group does not expect that the adoption of the above standards will have a material impact on its consolidated financial statements, other than changes to presentation and disclosure

2.2 CONSOLIDATION

The consolidated financial statements comprise the financial statements of Tekcapital plc and all subsidiaries controlled by it, except for indirect subsidiaries. These indirect subsidiaries are classified as equity investments based on their purpose, as those subsidiaries represent investment assets for the Group. Please refer to Note 11 for detail of indirect subsidiaries.

Subsidiaries are entities that are controlled by the Group. Control is achieved when the Group has the power to govern the financial and operating policies of an entity so as to obtain economic benefit from its activities. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated when necessary amounts reported by subsidiaries have been adjusted to conform to the Group's accounting policies.

2.3 FOREIGN CURRENCIES

(a) Functional and presentation currency

These consolidated financial statements are presented in US Dollars which is the presentation currency of the Group. The Directors consider this to be the most appropriate presentational currency. Each subsidiary within the Group has its own functional currency which is dependent on the primary economic environment in which that subsidiary operates. The functional currency of Tekcapital lc is UK sterling as this is the currency the entity undertakes its primary economic activity.

(b) Transactions and Balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

(c) Group companies

The results and financial position of all Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) Monetary assets and liabilities for each balance sheet presented are translated at the closing exchange rates at the date of that balance sheet.

(ii) Income and expense for each income statement are translated at the average rates of exchange during the period (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions)

(iii) All resulting exchange differences are recognized in other comprehensive income.

2.4 INVESTMENT IN PORTFOLIO COMPANIES

Investments in portfolio companies are held at fair value through the profit and loss. Directors' judgment was exercised in determination that the Group meets the following criteria and should be recognized as an investment entity under IFRS 10 par. 27. Directors re-evaluated the below criteria and concluded they were met as at 31 December 2025:

· Obtains funds from one or more investors for the purpose of providing clients with investment management services

· Commits to its investors that its business purpose is to invest funds solely for return from capital appreciation, investment income or both

· Measures and evaluate the performance of substantially all of its investments on a fair value basis.

Tekcapital's IP search and technology transfer investment services represent investment advisory services, and therefore Tekcapital Europe Limited and Tekcapital LLC continue to be consolidated, as subsidiaries, and provide investment advisory services. These services may be provided to investors, clients and third parties. The Board considers that the criteria are met in the group's current circumstances.

The Board envisages that Tekcapital's shareholder returns will derive primarily from mid to long-term capital appreciation of a portion of its intellectual property investments, as well as from providing IP investment services to clients. Consequently, the Group's portfolio companies are measured at fair value in accordance with IFRS 9 as disclosed in Note 2.6.3.

2.5 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation of assets are calculated to write off the cost less the estimated residual value of tangible fixed assets by equal instalments over the estimated useful economic lives as follows:

Furniture 3 years

Computer equipment 3 years

Leasehold improvements 5 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. The asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying value is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are recognised within 'Operating expenses' in the income statement.

2.6 FINANCIAL INSTRUMENTS

2.6.1 CLASSIFICATION AND MEASUREMENT

The Group classifies its financial assets depending on the purpose for which the asset was acquired. Management determines the classification of its financial assets at initial recognition.

During the financial year the Group held investments in portfolio companies classified as equity investments. They are included in non-current assets and are measured at fair value through profit and loss in accordance with IFRS 9.

The Group has convertible loan note receivables. These financial assets are classified and measured at fair value through profit and loss in accordance with IFRS 9.

The Group also has receivables carried at amortised cost. They are included in current assets. The Group's service income receivables comprise 'trade and other receivables' in the balance sheet, also held at amortised cost. The Group also has cash and cash equivalents.

All short-term liabilities are measured at amortised cost, the Group does not hold any long-term financial liabilities.

2.6.2 DERECOGNITION

Financial Assets

Loans and receivables are recognised and carried at amortised cost. In accordance with IFRS 9 Financial Instruments, a financial asset is derecognised when, and only when:

(a) the contractual rights to the cash flows from the financial asset expire; or

(b) the Group transfers the financial asset in accordance with IFRS 9 requirements and the transfer qualifies for derecognition.

A transfer of a financial asset qualifies for derecognition where the Group transfers substantially all the risks and rewards of ownership of the asset. Where the Group neither transfers nor retains substantially all the risks and rewards of ownership, the Group determines whether it has retained control of the financial asset. If control is not retained, the financial asset is derecognised; if control is retained, the financial asset continues to be recognised to the extent of the Group's continuing involvement.

On derecognition of a financial asset, the difference between the carrying amount and the consideration received is recognised in profit or loss.

Financial Liabilities

In accordance with IFRS 9 Financial Instruments, a financial liability is derecognised when, and only when, the obligation specified in the contract is discharged, cancelled, or expires.

Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is accounted for as the derecognition of the original liability and the recognition of a new liability.

The difference between the carrying amount of the financial liability derecognised and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

2.6.3 FAIR VALUE

Financial instruments are initially measured at fair value including investments in portfolio companies, cash and cash equivalents, trade and other receivables, trade and other payables, and convertible loan note receivables. This measurement policy does not apply to subsequent measurement at amortised cost of short term financial liabilities and trade receivables.

The Group measures portfolio companies using valuation techniques appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Our fair value valuation policy is as follows:

The fair value of new portfolio companies is estimated at the cost of the acquired IP or equity plus associated expenses to facilitate the acquisition.

Existing portfolio companies are valued as follows:

· If a market transaction such as third-party funding has occurred during the past 12 months, we will value our ownership in the portfolio Company at this observed valuation, taking account of any observed material changes during the period, including quoted prices in active markets. Where quoted prices in active markets are available, these represent Level 1 inputs

· In the absence of a recent market transaction, fair value will be estimated by alternative methods and where appropriate by an external, qualified valuation expert. The valuation techniques fall under Level 2 - Observable techniques other quoted prices and Level 3 - other techniques as defined by IFRS 13.

Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables, and trade and other payables approximate their fair value.

2.7 OFFSETTING FINANCIAL INSTRUMENTS

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is the intention to settle on a net basis or realise the asset and settle the liability simultaneously.

2.8 IMPAIRMENT OF FINANCIAL ASSETS

Impairment provisions for trade receivables are recognized based on the simplified approach within IFRS 9 using the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed, including forward-looking information on customers standing and macroeconomic information including sector specific circumstances This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognized within operating expenses in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Financial assets held at amortised cost comprise trade and other receivables, and cash and cash equivalents in the consolidated statements of financial position.

2.9 CASH AND CASH EQUIVALENTS

In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks and other financial institutions, and other short term highly liquid investments with maturities of three months or less from inception. These amounts are subject to insignificant risk of changes in value and are held to meet short-term cash needs.

2.10 SHARE CAPITAL

Ordinary Shares

Ordinary Shares are classified as equity.

Share Premium

The share premium account has been established to represent the excess of proceeds over the nominal value for all share issues, including the excess of the exercise share price over the nominal value of the shares on the exercise of share options as and when they occur. Incremental costs directly attributable to the issue of new ordinary shares and new shares options are shown in equity as a deduction, net of tax, from the proceeds.

2.11 TRADE PAYABLES

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current

liabilities if payment is due within one year or less (or in the normal operating cycle of business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method.

2.12 SHARE BASED PAYMENTS

The Group operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

• Including any market performance conditions;

• excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period);

• excluding the impact of any non-vesting conditions (for example the requirement of the employees to save).

Assumptions about the number of options that are expected to vest include consideration of non-market vesting conditions. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to the original estimates, if any, in the income statement, with a corresponding adjustment to equity.

When the options are exercised, the Group issues new shares. The proceeds received net of any directly attributable transactions costs are credited to share capital (nominal value) and share premium when the options are exercised.

2.13 CURRENT AND DEFERRED TAX

The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction effects neither accounting nor taxable profit or loss.

Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only to the extent that it is probable the temporary difference will reverse in full in the future and there is sufficient taxable profit available against which the temporary difference can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle balances on a net basis.

2.14 REVENUE RECOGNITION

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for the services supplied, stated net of discounts, and value added taxes. The Group recognises revenue when the contract is identified, performance obligation is determined, transaction price (as defined for each service below) is determined and allocated to performance obligation in accordance with IFRS 15.

Provision of services

The Group provided following lines of services during the period:

• Management services: accounting, tax, legal and other services provided to portfolio companies. Revenue is recognized upon delivery of services (with the use of output method to measure delivery over time) to each portfolio Company and performance obligation is met as defined in the management service contract. Directors consider the transaction price to be clearly determined by amounts specified in the management service agreements. Directors considered uncertainty of cash flows from sales to be limited, considering payments are made by companies with excellent track record of payments and clear definition of performance obligation upon which such payment is made.

For breakdown of revenue from services recognised over time and at point of time, please refer to Note 6 to Financial Statements.

2.15 INTEREST INCOME

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable (10%).

3. FINANCIAL RISK MANAGEMENT

3.1 FINANCIAL RISK FACTORS

(a) Portfolio risk/investment management

Investment in portfolio companies held by the Group requires a long-term commitment with no certainty of return. The Group's portfolio primarily comprises equity investments in early-stage and growth-stage technology businesses, which are subject to a high degree of valuation risk, including the risk of fair value reductions (impairment risk) if portfolio companies do not perform in line with expectations or if market conditions deteriorate.

.

The fair value of each portfolio company represents management's best estimate at the reporting date and is determined in accordance with IFRS 9 Financial Instruments using appropriate valuation techniques and assumptions. These include forecast revenues, expected growth rates, comparable company multiples, and discount rates. Given the inherent uncertainty in these assumptions, actual outcomes may differ, potentially resulting in material downward adjustments to carrying values.

The Group manages valuation (impairment) risk in part through portfolio diversification. As the number of investments increases, the Group's exposure to adverse performance in any single portfolio company is reduced, as losses in individual investments may be offset by stable or improved performance in others. While diversification does not eliminate the risk of fair value reductions, it reduces the overall volatility of portfolio returns and limits the impact of any single underperforming investment on the Group's net assets and results.

(b) Credit risk management

Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations. The Group's exposure to credit risk is limited, as it does not have material trade receivables from external customers. Instead, credit risk arises primarily from receivables due from portfolio companies and related parties, including loan notes and intercompany balances, as well as cash deposits held with financial institutions.

The Group manages this risk through ongoing monitoring of the financial position and performance of its portfolio companies. Given the nature of these counterparties-being entities in which the Group holds equity interests-credit risk is closely linked to overall portfolio performance. The Directors regularly review financial information, funding requirements, and commercial progress of portfolio companies to assess the recoverability of outstanding balances.

The Group does not typically hold collateral over balances due from portfolio companies or related parties. Instead, credit exposure is mitigated through structural and strategic factors, including:

· the Group's equity ownership and influence over portfolio companies;

· alignment of interests in supporting portfolio companies to achieve successful commercialization and exit outcomes.

Certain loan instruments, such as convertible loan notes, may provide downside protection through conversion rights; however, these do not constitute collateral in the traditional sense. Accordingly, the Group's maximum exposure to credit risk generally remains equal to the carrying amount of the relevant financial assets.

Cash balances are held with reputable financial institutions with high credit ratings, which reduces the risk of counterparty default.

(c) Liquidity risk management

Cash flow forecasting is performed on a Group basis. The Directors monitor rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs. Post period end, the Group announced placing to raise GBP 1.5m in February 2026. At the reporting date the Group held bank balances of approximately US$541,648. All amounts shown in the consolidated statement of financial position under current assets and current liabilities mature for payment within one year, with Trade and Other Receivables exceeding Trade and Other Payables by US$ 374,956. Additionally, the Group's investment portfolio includes significant amount of liquid investments available as an alternative funding strategy.

(d) Financial risk management

The Company's Directors review the financial risk of the Group. Due to the early stage of its operations the Group has not entered into any form of financial instruments to assist in the management of risk during the period under review.

(e) Market risk management

Due to low value and number of financial transactions that involve foreign currency and the fact that the Group has no borrowings to manage, the Directors have not entered into any arrangements, adopted or approved the use of derivative financial instruments to assist in the management of the exposure of these risks. It is their view that any exchange risks in such transactions are negligible.

The Group also regularly monitors risk related to fair value of financial instruments held such as convertible loan notes held.

(f) Foreign exchange risk management

Foreign exchange risk arises when individual Group entities enter transactions denominated in a currency other than their functional currency. The Group's policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency, with the cash generated from their own operations in that currency. Where Group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.

A sensitivity analysis has been performed to assess the exposure of the Group to foreign exchange movements. The Group only has exposure to movements of the US dollar against UK Sterling. As at 31 December 2025, the Group's UK Sterling net exposure relating to cash, receivables and payables denominated in UK Sterling totals $541,648. A 10% strengthening or weakening of the US dollar against the UK Sterling would have result in the increase/decrease of Group's net profit by US$1,113,051.

(g) Interest rate risk management

The Group has no borrowings.

3.2 CAPITAL MANAGEMENT

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

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

The capital structure of the Group consists of cash and bank balances and equity consisting of issued share capital, reserves and retained losses of the Group. The Directors regularly review the capital structure of the Company and consider the cost of capital and the associated risks with each class of capital.

The Company's historic cost of capital has been the cost of securing equity financings, which have averaged around 10%. The Company's long-term financial goal is to optimise its returns on invested capital (ROIC) in excess of our weighted average cost of capital (WACC) and as such create value for our shareholders. The method the Company seeks to employ for achieving this is to utilise its structural intellectual capital developed through its decade long expertise in intellectual property and early stage incubation process to mitigate selection bias and improve returns on invested capital. Ultimately, management will seek to monetise these returns with exits from its investments in portfolio companies.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be possible under the circumstances. The Directors made the following judgements:

- determination as to the classification of the Group as an investment entity as discussed in Note 2.4

The Directors also make estimates and assumptions concerning the future. The resulting accounting estimates will by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of the assets and liabilities within the next financial year are detailed below.

5. SEGMENTAL REPORTING

The Directors consider the business to have two segments for reporting purposes under IFRS 8 which are:

· professional services, including the provision of management services to its portfolio companies. The activities grouped under this segment share similar economic characteristics of provision of intellectual property services to third party services.

· licensing and investment activities, including acquiring licences for technologies, portfolio Company investment, development and commercialisation. The activities share the goal of increasing the fair value of investments made into portfolio companies by the Group.

6. REVENUE FROM SERVICES

The table below discloses disaggregated revenue from services by their nature/categories as well as timing of the revenue. Please refer to Note 12 for disaggregation of Group's Unrealised (loss)/profit on the revaluation of investments.

All of the Group's major service lines are sold directly to consumers and not through intermediaries. All revenue recognised in the reporting period represent performance obligations satisfied in the current period. For services transferred over time, output method was used to measure the fulfilment of the performance obligation. Considering the nature of the accounting, tax, legal and other services being provided under the agreements, this method most faithfully depicts the transfer of the services to the customer. Payment is typically due on a Net 30 days basis.

7. OPERATING EXPENSES AND COST OF GOODS SOLD

7.2 AUDITOR REMUNERATION

8. EMPLOYEES

8.1 DIRECTOR'S EMOLUMENTS

*excludes Directors NI of US$17,170 (2024:US$30,980).

The highest paid Director received a salary of US$272,052 (2024: $261,976) and benefits of US$30,322 (2024: US$24,475). The highest paid Director received a bonus of US$ 34,000 (2024: US$ 264,727). The highest paid Director did not exercise any share options. The share-based payments associated with the highest paid Director amounted to US$3,915 (2024: US$1,400).

Key management personnel (including Directors and Group Chief Financial Officer) received salary of US$492,626 (2024: US$736,538), excluding Employers National Insurance, Benefits in Kind and Share Base Compensation disclosed in Directors Remuneration Report. Please also refer to Director's Report. No Directors exercised their share options during the year. No post- employment benefits or other long-term benefits are applicable for Directors.

8.2 EMPLOYEE BENEFIT EXPENSES

8.3 AVERAGE NUMBER OF PEOPLE EMPLOYED

9. INCOME TAX EXPENSE

The weighted average applicable tax rate was 25% (2024: 19%).

Unused tax losses of US$2,317,997 (FY24: US$2,301,814) of which a deferred tax asset of US$ nil (FY24: US $ nil) has not been recognised due to uncertainty over the recoverability of those losses through future profits.

10. EARNINGS PER SHARE (EPS)

Basic earnings per share are calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of Ordinary Shares outstanding during the period. The Group has only issued ordinary shares in issue, and as such no profit reconciliation was disclosed.

Diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the sum of weighted average number of (1) Ordinary Shares outstanding during the period and (2) any dilutive potential Ordinary Shares outstanding as at 31 December 2025.

Diluted EPS includes impact of vested Employees Share Option Awards whose strike price was below Tekcapital's share price as quoted on the AIM market, which would have no dilutive impact on shares.

The Group completed placements of total of 26,554,397 new ordinary shares during the financial year.

11. INVESTMENTS OF THE GROUP

(1) owned by Lucyd Limited

(2) owned by MicroSalt plc

(3) owned by Guident Limited

(4) Smart Food Tek Ltd was dissolved on 20 June 2024

(5) not available as of date of this report

As at the year end, the Group has no interest in the ownership of any other entities or exerts any significant influence over or provides funding which constitutes an "unconsolidated structured entity".

All UK subsidiaries are exempt from the requirement to file audited accounts by virtue of section 479A of the Companies Act 2006.

Tekcapital Europe Ltd (registered address 12 New Fetter Lane, London, United Kingdom, EC4A 1JP) and Tekcapital LLC (registered address 11900 Biscayne Blvd, Suite 630, Miami, Florida, 33181, United States) are consolidated by Tekcapital plc because they continue to provide IP search services and management services. Tekcapital plc owns 100% of both entities.

All other entities are measured at fair value through profit and loss based in IFRS 10 as referenced in Note 2.4, including 100% owned Lucyd Ltd and Guident Ltd which represent portfolio companies of the Group. The Group provides management service support to Lucyd Limited, and Guident Limited, as well as has provided working capital assistance through convertible loan note financing (see also Note 12) to Guident and Microsalt. The Group also assists the entities with their fundraising activities.

12. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS

The Group's financial assets at fair value through profit and loss consist of equity investments (2025:US $46,945,647, 2024:US $61,454,673) and convertible loan notes (2025:US$ 7,869,442 2024:US $7,747,071) totalling US $54,252,769 (2024:US $69,201,744).

12.1 EQUITY INVESTMENTS

The Group's investments in portfolio companies in the years ended 31 December 2025 and 31 December 2024 are listed below. The principal places of business for portfolio companies listed below is the UK and in the U.S.

The valuation techniques used fall under, Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets, Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly, and Level 3- Other techniques as defined by IFRS 13. These techniques were deemed to be the best evidence of fair values considering the early stage of portfolio companies. 

Due to the Group being a majority shareholder for Microsalt plc and GenIP plc as of 31 December 2025, the control premium of 15% was applied to both companies and the Group's investment in both companies was classified under Level 3, unchanged from 31 December 2024 classification. Fair value measurement hierarchy for financial assets as at 31 December 2025 with comparative amounts as of 31 December 2024:

GUIDENT LTD (US$2.6M GAIN)

The Net Book Value of Guident Ltd of $22,923,164 as of 31 December 2025 consists of valuation of 22,586,641 shares of Guident CORP, as determined by the valuation of $25,000,000 established for the August 2025 Convertible Promissory Note sale of $421,000 to third party investors. With 5,200,267 shares held by Guident Ltd, equivalent to 91.6% of Guident CORPs issued shares, price of $4.41 per share was applied to Guident Ltd's holding resulting in valuation of $22,923,164. As a result, fair value gain of US$2,557,544 was recorded in addition to the cost basis increase of $2,282,356 due conversion of Convertible Loan Note into Guident CORP's shares in January 2025.

This input was corroborated by Guident CORP's enterprise valuation by applying the forward revenue multiple on Company's estimated revenue projections.

Key assumptions used in management's valuation are:

- Estimated revenue projections: calculated as midpoint between annualised expected 2026 revenue and 2027 projected revenues.