Financial Statements to 31 December 2023

Financial Statements for the Year Ended 31 December 2023

Igraine Plc

(“Igraine” or “the Company”)

Financial Statements for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.

PRINCIPAL ACTIVITIES

Igraine is an investment issuer listed on the Access Segment of the Aquis Growth Market Exchange. The Company maintains an investment strategy focused on the evaluation of innovative technologies and commercially attractive discoveries in the health, medtech, biotech and life science sectors worldwide.

The commercial objective of the Company is to seek investment opportunities that are at inflection points that if proven and successful can dramatically alter their valuation and growth trajectory. The Company can identify these opportunities through the network the Board maintains internally and through the advisory services the company retains.

REVIEW OF BUSINESS

During the financial year ended 31 December 2023, Igraine Plc faced a challenging market environment, reflecting broader economic uncertainties and volatility in the small cap space within the UK. Despite these headwinds, the Company remained committed to its strategic objectives and has made notable progress in key areas.

In the past year, Igraine Plc successfully made a strategic investment into Fixit Medical Ltd, demonstrating our commitment to identifying and supporting promising opportunities within the healthcare sector. This investment aligns with our long-term strategy to diversify and strengthen our portfolio.

Whilst monitoring existing investments and reviewing new targets, the Company has been in discussions with a number of parties regarding a potential full business amalgamation. Discussions held during the year were positive and would significantly assist in creating greater shareholder value. As we move into 2024, these discussions are ongoing and progressing well, reflecting our proactive approach to exploring opportunities that can enhance our strategic position and drive growth.

We are also pleased to welcome a new significant shareholder to Igraine Plc. The support from our shareholders is invaluable, and we remain dedicated to delivering value to them.

INVESTEE COMPANY UPDATES

Fixit Medical Ltd

During the financial period Igraine acquired 20% of Fixit Medical Limited, 343 new Ordinary shares of £0.01 at a price of £230.41 per share for a total cost of £99,997.94.

Fixit medical Ltd (Fixit), a research and experimental development company focused on social sciences and humanities, is the sole owner, designer and developer of Cingo®, the next drainage catheter fixation device. Cingo features best in class catheter fixation through a pull-force dissipating design and an estimated two-week wear time. Cingo also boasts a revolutionary design that protects catheters from twisting and kinking, providing easy access to the catheter exit site for improved visibility and cleaning, and includes a breakthrough integral shower-safe feature. Fixit CEO and Inventor of Cingo, Dr. Robert Ward, MB BS FRCS FRCR, is a specialist in vascular and interventional radiology and has developed the most advanced and patient-centric drainage catheter fixation device available today.

Since acquiring a significant equity stake, Fixit has made significant strides towards the commercialisation of Cingo. Working with MDM Management Ltd and other partners to develop and refine the device. The prototype design has advanced considerably and testing for both the adhesive and the device’s materials have commenced.

Excalibur Medicines Limited

Igraine maintains a 2% equity interest in Excalibur Medicines Limited (EML)and has the rights to co-invest in all healthcare and life-science investment opportunities sourced or invested into by Excalibur Healthcare Services.

EML is a subsidiary of Excalibur Healthcare Services Ltd. EML has secured exclusive rights to and owns the patents on a drug, AZD1656, which is being developed as a potential therapeutic for diabetics. EML entered into an agreement with Saint George St Capital Limited (SGS) for the ownership of licenses of AZD 1656 and commercialisation rights to EML in return for funding the clinical trial and running costs of SGS. The funding agreement for AZD1656 covers the COVID-19 project and additional projects.

Under the agreement SGS Capital would benefit from 30% of the proceeds of any commercialisation of the drug after a preferential payment of £19.2million to EML. EML benefits from 70% of the ongoing proceeds.

The trial that concluded in 2022 showed that AZD1656 promoted the movement of T-reg cells to the point of disease to reduce inflammation successfully.

During the year a company called Conduit Pharmaceuticals Inc listed on the NASDAQ. Upon listing it was observed that Conduit made claims as to owning AZD1656, licensed in six indications including Covid-19. The Company is aware of a number of transactions made between SGS shareholders and Conduit Pharmaceuticals.

Together with Sir Professor Christopher Evans and Martin Walton of Excalibur Medicines Limited the Company is receiving advice as to how best to proceed, whilst maintaining numerous, encouraging, conversations on Igraine’s shareholding.

Oscillate Plc

The company retains its 21,475,000 shareholding in Oscillate Plc, acquired in 2022, representing approximately 10.2% of Oscillate’s issued share capital.

Oscillate Plc is an investment issuer listed on the Aquis Growth Market Exchange seeking investment in the medical cannabis sector, special situations and investments in the medical psychedelic industry. As of 30 November 2023, Oscillate’s cash position was £1,101,259.

During the year Oscillate Plc held an Annual General Meeting seeking approval for, amongst other things, the Members Voluntary Liquidation of the Company. As the largest shareholder in the Company, Igraine were pleased that the resolution was not passed and that the Company has since continued to operate with a view to identifying and completing a reverse takeover transaction. To this end, the companies are in constant dialogue over transactions and targets.

Legacy Investment

Igraine Plc has made significant progress in recovering funds from historical investments. This ongoing effort is crucial for improving our financial position and enhancing our ability to reinvest in new opportunities. The Company has taken a proactive approach by entering into legal claims, issuing statutory demands and even taking a director of a historical investee to court. The Board is encouraged by these developments and will continue to priorities the recovery of assets to strengthen our balance sheet.

POST-YEAR END REVIEW

In the period following the financial period ending 31 December 2023, the company and its investments have progressed well.

• £50,000 has been recovered from a historical loan with a final interest payment due.
• A court date has been set in Igraine’s lawsuit against a director of a historical investee who provided a personal guarantee of £100,000 and defaulted.
• The Company’s investment in Oscillate Plc has increased in value by 50% since the 31^st of December 2023.

 Mr S Grant-Rennick - Director

Date:     24 June 2024

EVENTS SINCE THE END OF THE YEAR

The Company continues to monitor the development of its maiden investment with Excalibur under the Co-Investment Agreement.

Results to date have been positive as the Excalibur team progress commercialisation discussions with the preference being that of a trade sale.

The Company invested £100,000 into Fixit Medical Ltd.  Fixit, a research and experimental development company focused on social sciences and humanities, is the sole owner, designer and developer of Cingo®, the next drainage catheter fixation device.

The Company is in the process of instructing legal professionals to recover value from legacy investments entered into by previous management.

DIVIDENDS

The Directors do not propose a dividend in respect of the year ended 31 December 2023 (2022: £nil).

Extract from auditor report:

“Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting included:

• Obtaining and reviewing management’s going concern assessment (including the arithmetic accuracy thereof) and associated

• Cashflow forecasts for the period of 12 months from the date of approval of the financial statements;

• Challenging and reviewing the assumptions applied in the cashflow forecasts for reasonableness;

• Comparing the cashflow forecasts to historic financial information; and

• Performing sensitivity analysis where appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.”

The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.

Enquiries

Company:

Steve Winfield (Executive Director)
[e-mail]

Simon Grant-Rennick (Non-Executive Director)
[e-mail]

Investor relations : [e-mail]

Aquis Growth Market Corporate Adviser:

Peterhouse Capital Limited
Tel: [phone]

 

Statement of Profit or Loss For the year ended 31 December 2023
		2023 £		2022 £
CONTINUING OPERATIONS
Impairment loss of investments		(600,000)		-
Loss on revaluation of investments		(64,425)		(107,375)
Administrative expenses		(199,100)		(241,315)
OPERATING LOSS		(863,525)		(348,690)

Interest Income		4,208		3,329
LOSS BEFORE INCOME TAX		(859,317)		(345,361)
Income tax		-		-
LOSS FOR THE YEAR		(859,317)		(345,361)
Earnings per share expressed in pence per share:
Basic		-0.99		-0.40
Diluted		-0.99		-0.40

Statement of Profit or Loss and Other Comprehensive Income For the year ended 31 December 2023
		2023 £		2022 £
LOSS FOR THE YEAR		(859,317)		(345,361)
Other comprehensive income		-		-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR		(859,317)		(345,361)

Statement of Financial Position As at 31 December 2023
			2023 £		2022 £
ASSETS
NON-CURRENT ASSETS
Investments			196,638		761,063
CURRENT ASSETS
Trade and other receivables			107,532		134,637
Investments			-		-
Cash and cash equivalents			118,843		388,412
			226,375		523,049
TOTAL ASSETS			423,013		1,284,112
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital			588,786		588,786
Share premium			1,946,995		1,946,995
Other reserves			46,116		46,116
Retained earnings			(2,377,383)		(1,518,066)
TOTAL EQUITY			204,514		1,063,831
LIABILITIES
NON-CURRENT LIABILITIES
Financial liabilities - borrowings
Interest bearing loans and borrowings			19,907		29,922
CURRENT LIABILITIES
Interest bearing loans and borrowings			10,015		9,768
Trade and other payables			188,577		180,591
TOTAL LIABILITIES			218,499		220,281
TOTAL EQUITY AND LIABILITIES			423,013		1,284,112

The financial statements were approved by the Board of Directors and authorised for issue on 24 June 2024 and were signed on its behalf by:

 Mr S Grant-Rennick - Director

Statement of Changes in Equity For the year ended 31 December 2023
	Called up share capital		Share premium		Other reserves		Retained earnings		Total equity
	£		£		£		£		£
Balance at 1 January 2022	588,786		1,946,995		46,116		(1,172,705)		1,409,192
Changes in equity
Deficit for the year	-		-		-		(345,361)		(345,361)
Balance at 31 December 2022	588,786		1,946,995		46,116		(1,518,066)		1,063,831
Changes in equity
Deficit for the year	-		-		-		(859,317)		(859,317)
Balance at 31 December 2023	588,786		1,946,995		46,116		(2,377,383)		204,514

The Company’s reserves are as follows:

•The share premium represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

•Other reserves arise from the requirement to value share options and warrants in existence at the grant date (see Note 19).

•Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income.

---

---