| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| IDEX BIOMETRICS UK LTD |
| REGISTERED NUMBER: |
| Strategic Report, |
| Report of the Directors and |
| Financial Statements |
| for the Year Ended 31 December 2024 |
| for |
| IDEX BIOMETRICS UK LTD |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 6 |
| Statement of Comprehensive Income | 10 |
| Statement of Financial Position | 11 |
| Statement of Changes in Equity | 12 |
| Statement of Cash Flows | 13 |
| Notes to the Financial Statements | 14 |
| IDEX BIOMETRICS UK LTD |
| Company Information |
| for the Year Ended 31 December 2024 |
| Directors: |
| Registered office: |
| Registered number: |
| Auditors: |
| Woodlands Grange |
| Woodlands Lane |
| Bradley Stoke |
| Bristol |
| BS32 4JY |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| Review of business |
| The company's activity has been largely in line with plans, with turnover for the year being £5,336,875 (2023 - £2,420,664) with post tax profits of £1,784,482 (2023 - loss £1,516,206). The current year turnover included £3,434,779 in respect of the sale of an intellectual property rights package. |
| The directors expect the activity level and number of employees to remain stable in the forthcoming financial year. |
| Principal risks and uncertainties |
| Lack of successful completion of saleable intellectual property packages and possible reductions in service deliveries present continuing risks and uncertainties. The directors consider the company, with the backing of its holding company, will be able to mitigate such risks and uncertainties and take advantage of opportunities that arise. |
| Key performance indicator |
| The company's main key performance indicator is the level of turnover, which as mentioned above, was £5,336,875 for the current financial year. |
| On behalf of the board: |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company for the year ended 31 December 2024. |
| Principal activities |
| The principal activity of the company in the period under review was to conduct research and development in the field of fingerprint technology with the aim of providing saleable intellectual property, and to provide engineering, supply chain and other services related to fingerprint imaging and recognition technology and devices. |
| Going concern |
| As at 31 December 2024 the company had net liabilities and is dependent upon the continued financial support from its parent company, IDEX Biometrics ASA, to meet its obligations as they fall due. |
| Per the parent company's filed 2024 accounts: |
| "IDEX Biometrics has incurred significant operating losses and negative cash flows during the development stage of the business. The future viability of the Company is dependent on its ability to generate cash from operating activities and to raise additional capital to finance its operations. The net equity amounted to $4.7 million, less than half of the share capital, and the balance sheet solvency, defined as cash plus current receivables less current liabilities, was negative $519 thousand on December 31, 2024. |
| During 2024, the Company implemented measures to significantly reduce staff and operating expenses, mainly in the technical functions in the US and China, while maintaining the customer support functions and supply chain capabilities. The existing cash does not fund the Company’s operating expenses and capital expenditures requirements for the next twelve months. |
| On March 11, 2025, the company disclosed that following a strategic review, concluding that the company shall concentrate its technical and commercial efforts on serving the access market, where IDEX is believed to possess competitive advantage. IDEX Biometrics will seek to also harvest from its long-time efforts in the payment market. On the same date, the company disclosed that it had received irrevocable undertakings from certain existing shareholders and new investors to lend NOK 30 million ($2.8 million) to the Company to fund the commercialization efforts in line with the revised business strategy (“March loans”). Subject to approval by an extraordinary general meeting, the loans would be convertible to shares at NOK 0.01 per share. |
| At the extraordinary general meeting on April 11, 2025 the shareholders resolved to (i) reduce the share capital of IDEX Biometrics ASA by decreasing the par value per existing share from NOK 0.15 per share to NOK 0.01 per share, and (ii) subject to completion of the share capital decrease, convert the March loans to shares at a subscription price per share equal to NOK 0.01 per share. The lenders have undertaken to subscribe for shares and settle the share contribution by debt conversion. The extraordinary general meeting also approved a subsequent offering of shares at the same price to the other existing shareholders, raising up to NOK 6 million ($0.6 million). These actions will cover the company’s immediate cash needs. |
| Thirdly, the Company disclosed that it had entered into a commitment letter and term sheet for an amendment agreement with the holder of the Company’s convertible bonds amounting to NOK 67 million ($6.3 million) whereby the terms of the convertible bond will be amended such that, inter alia, (i) the principal amount will be reduced by 25%, and, (ii) subject to the company obtaining additional equity on market terms by December 31, 2025, the principal amount would be reduced by a further 25%. Certain other terms of the bonds were also amended. The extraordinary general meeting approved the change of terms. |
| In the short term, IDEX Biometrics is dependent on the successful implementation of the foregoing. The long-term future viability depends on the Company’s ability to generate cash from operating activities and to raise additional capital to finance its operations. IDEX Biometrics existing cash and the funding described above is not sufficient to fund its operating expenses and capital expenditures requirements for the next twelve months. While the Company has been successful in the past in raising funds through private placements of shares and issuance of convertible debt, there is no assurance that IDEX Biometrics will be successful in raising capital the future. The Company’s failure to raise capital as and when needed would have a negative impact on its financial condition and its ability to pursue its business strategies. These factors cast significant doubt on the Company's ability to continue as a going concern. |
| As an ongoing activity, the Company monitors liquidity and the Board is prepared to take appropriate measures if and when required. IDEX Biometrics has been successful in the past with implementing cost reductions and raising capital through private placements of equity. Reflecting the recent funding described above and acknowledging the significant doubt identified above, the Board has on balance concluded that the conditions for the going concern assumption are met." |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| Despite these actions, a material uncertainty remains which may cast significant doubt on the group's and the company's ability to continue as a going concern. |
| The directors have received confirmation of continued support from the parent company and, after assessing the group's forecasts and funding position, consider it appropriate to prepare the financial statements on a going concern basis. |
| These financial statements do not include any adjustments that might result if the company were unable to continue as a going concern. |
| Dividends |
| No dividends will be distributed for the year ended 31 December 2024. |
| Future developments |
| We expect to complete saleable intellectual property packages that can be sold at a profit. The service delivery is expected to remain at current levels. |
| Directors |
| The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report. |
| Other changes in directors holding office are as follows: |
| Financial instruments |
| Objective and policies |
| The business' principal financial instruments comprise bank balances, trade debtors, trade creditors and loans to the business. The main purpose of these instruments is to finance the business' operations. |
| Price risk, credit risk, liquidity risk and cash flow risk |
| In respect of bank balances, the liquidity risk is managed by maintaining a balance to ensure the continuity of funding. |
| Trade debtors, which comprise entirely of amounts due from the company's holding company, are managed in respect of credit and cash flow risk by policies concerning the credit offered and the regular monitoring of amounts outstanding for both time and credit limits. |
| Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due. |
| Loans comprise entirely of loans from the company's holding company. The business manages the liquidity risk by ensuring that there are sufficient funds to meet the payments. |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| Statement of directors' responsibilities |
| The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| Statement as to disclosure of information to auditors |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| On behalf of the board: |
| Report of the Independent Auditors to the Members of |
| Idex Biometrics UK Ltd |
| Opinion |
| We have audited the financial statements of Idex Biometrics UK Ltd (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the financial statements: |
| - give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended; |
| - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - have been prepared in accordance with the Companies Act 2006. |
| We draw attention to the Material Uncertainty Related to Going Concern section of our report. Our opinion is not further modified in respect of that matter. |
| Basis for Qualified Opinion - Limitation of Scope |
| As disclosed in note 4 to the financial statements, during the year the company sold a material intellectual property asset to its parent undertaking. We obtained evidence that the transaction occurred, including the executed contract and receipt of funds. However, the company has not provided an independent valuation or other reliable external evidence to support that the amount recognised reflects fair value at the date of transfer. |
| Because the transaction is with a related party, it is required to be assessed as if it had been undertaken between independent parties. In the absence of either an independent valuation or other credible external corroboration (such as a benchmarking to similar transactions or input from an independent specialist). We were unable to obtain sufficient appropriate audit evidence regarding the amount recognised. Consequently we could not determine whether adjustments might have been necessary to the amounts recognised in respect of this transaction, and the related impacts on the income statement, balance sheet and related disclosures. |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISA's (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. 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, and we have fulfilled our ethical responsibilities in accordance with these requirements. |
| Material Uncertainty related to going concern |
| We draw your attention to the Going Concern section of the Report to the Directors and to note 3 of the financial statements, which describes the material uncertainty related to the company's ability to continue as a going concern. The company is reliant on the support from its parent, IDEX Biometrics ASA, which continues to incur losses and requires further funding to support its operations. These conditions, along with other matters disclosed, indicate that a material uncertainty exists which may cast significant doubt on the company's ability to continue as a going concern. |
| Report of the Independent Auditors to the Members of |
| Idex Biometrics UK Ltd |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| The other information comprises the information included in the report of the directors, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the report of the directors. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. |
| 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: |
| - | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | 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 |
| As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| Report of the Independent Auditors to the Members of |
| Idex Biometrics UK Ltd |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. |
| The extent to which are procedures are capable of detecting irregularities, including fraud is detailed below: |
| Extent to which the audit was considered capable of detecting irregularities, including fraud |
| We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
| Identifying and assessing potential risks related to irregularities |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: |
| - the nature of the industry and sector, control environment and business performance including the design of the company's remuneration policies, bonus levels and performance targets; |
| - any matters we identified, having obtained and reviewed the company's documentation of their policies and procedures relating to: |
| (a) identifying, evaluating and complying with laws and regulations and whether they were aware of any instances |
| of non-compliance; |
| (b) detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or |
| alleged fraud; |
| (c) the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
| - the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
| As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the areas of management override of controls, and revenue recognition. |
| We also obtained an understanding of the legal and regulatory framework that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. |
| Audit response to risks identified |
| Our procedures to respond to risks identified included the following: |
| - enquiring of management, concerning actual and potential litigation and claims; |
| - performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
| - in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
| We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
| Report of the Independent Auditors to the Members of |
| Idex Biometrics UK Ltd |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| Woodlands Grange |
| Woodlands Lane |
| Bradley Stoke |
| Bristol |
| BS32 4JY |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Statement of Comprehensive |
| Income |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Turnover | 4 |
| Administrative expenses | ( |
) | ( |
) |
| Operating profit/(loss) | 6 | ( |
) |
| Interest receivable and similar income |
| 1,590,195 | (1,993,161 | ) |
| Interest payable and similar expenses | 7 | ( |
) |
| Profit/(loss) before taxation | ( |
) |
| Tax on profit/(loss) | 8 |
| Profit/(loss) for the financial year | ( |
) |
| Other comprehensive income | - | - |
| Total comprehensive income for the year | ( |
) |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Statement of Financial Position |
| 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ | £ |
| Fixed assets |
| Tangible assets | 9 |
| Current assets |
| Debtors | 10 |
| Cash at bank |
| Creditors |
| Amounts falling due within one year | 11 |
| Net current liabilities | ( |
) | ( |
) |
| Total assets less current liabilities | ( |
) | ( |
) |
| Capital and reserves |
| Called up share capital | 13 |
| Retained earnings | 14 | ( |
) | ( |
) |
| Shareholders' funds | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 December 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 | ( |
) | ( |
) |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Statement of Cash Flows |
| for the Year Ended 31 December 2024 |
| 2024 | 2023 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 18 | ( |
) |
| Interest paid | ( |
) |
| Tax paid |
| Net cash from operating activities | ( |
) |
| Cash flows from investing activities |
| Purchase of tangible fixed assets | ( |
) | ( |
) |
| Interest received |
| Net cash from investing activities | ( |
) |
| Cash flows from financing activities |
| New loans in year |
| Loan repayments in year | ( |
) |
| Net cash from financing activities | ( |
) |
| (Decrease)/increase in cash and cash equivalents | ( |
) |
| Cash and cash equivalents at beginning of year |
19 |
28,823 |
| Cash and cash equivalents at end of year | 19 | ( |
) | 169,368 |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | Statutory information |
| Idex Biometrics UK Ltd is a |
| 2. | Statement of compliance |
| 3. | Accounting policies |
| Basis of preparing the financial statements |
| Going concern |
| As at 31 December 2024 the company had net liabilities. The company is dependent upon the support of its holding company. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. |
| The following is reproduced from the parent company's audited financial statements:- |
| "IDEX Biometrics has incurred significant operating losses and negative cash flows during the development stage of the business. The future viability of the Company is dependent on its ability to generate cash from operating activities and to raise additional capital to finance its operations. The net equity amounted to $4.7 million, less than half of the share capital, and the balance sheet solvency, defined as cash plus current receivables less current liabilities, was negative $519 thousand on December 31, 2024. |
| During 2024, the Company implemented measures to significantly reduce staff and operating expenses, mainly in the technical functions in the US and China, while maintaining the customer support functions and supply chain capabilities. The existing cash does not fund the Company’s operating expenses and capital expenditures requirements for the next twelve months. |
| On March 11, 2025, the company disclosed that following a strategic review, concluding that the company shall concentrate its technical and commercial efforts on serving the access market, where IDEX is believed to possess competitive advantage. IDEX Biometrics will seek to also harvest from its long-time efforts in the payment market. On the same date, the company disclosed that it had received irrevocable undertakings from certain existing shareholders and new investors to lend NOK 30 million ($2.8 million) to the Company to fund the commercialization efforts in line with the revised business strategy (“March loans”). Subject to approval by an extraordinary general meeting, the loans would be convertible to shares at NOK 0.01 per share. |
| At the extraordinary general meeting on April 11, 2025 the shareholders resolved to (i) reduce the share capital of IDEX Biometrics ASA by decreasing the par value per existing share from NOK 0.15 per share to NOK 0.01 per share, and (ii) subject to completion of the share capital decrease, convert the March loans to shares at a subscription price per share equal to NOK 0.01 per share. The lenders have undertaken to subscribe for shares and settle the share contribution by debt conversion. The extraordinary general meeting also approved a subsequent offering of shares at the same price to the other existing shareholders, raising up to NOK 6 million ($0.6 million). These actions will cover the company’s immediate cash needs. |
| Thirdly, the Company disclosed that it had entered into a commitment letter and term sheet for an amendment agreement with the holder of the Company’s convertible bonds amounting to NOK 67 million ($6.3 million) whereby the terms of the convertible bond will be amended such that, inter alia, (i) the principal amount will be reduced by 25%, and, (ii) subject to the company obtaining additional equity on market terms by December 31, 2025, the principal amount would be reduced by a further 25%. Certain other terms of the bonds were also amended. The extraordinary general meeting approved the change of terms. |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| In the short term, IDEX Biometrics is dependent on the successful implementation of the foregoing. The long-term future viability depends on the Company’s ability to generate cash from operating activities and to raise additional capital to finance its operations. IDEX Biometrics existing cash and the funding described above is not sufficient to fund its operating expenses and capital expenditures requirements for the next twelve months. While the Company has been successful in the past in raising funds through private placements of shares and issuance of convertible debt, there is no assurance that IDEX Biometrics will be successful in raising capital the future. The Company’s failure to raise capital as and when needed would have a negative impact on its financial condition and its ability to pursue its business strategies. These factors cast significant doubt on the Company's ability to continue as a going concern. |
| As an ongoing activity, the Company monitors liquidity and the Board is prepared to take appropriate measures if and when required. IDEX Biometrics has been successful in the past with implementing cost reductions and raising capital through private placements of equity. Reflecting the recent funding described above and acknowledging the significant doubt identified above, the Board has on balance concluded that the conditions for the going concern assumption are met." |
| The directors recognise that there is a material uncertainty in the company's ability to continue as a going concern, which will be dependent on the ability of the group to provide ongoing support. |
| The directors of Idex Biometrics UK Limited assumes that there is a reasonable expectation that the holding company will be willing and able to support Idex Biometrics UK Limited for at least twelve months from the date of approval of the financial statements. Consequently, the directors have formed a judgement, at the time of approving the financial statements, that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore has prepared the financial statements on a going concern basis. No adjustments have been made to these financial statements that may be required were the support to be withdrawn. |
| If the group were to be unable to continue as a going concern, then the directors would reconsider the company's position. |
| Turnover |
| Turnover represents:- |
| - revenue from services provided to Idex Biometrics ASA, the holding company. The services are charged at cost plus a market-based margin. |
| - the sale of IP fingerprint technology to Idex Biometrics ASA at a negotiated price. The relevant IP in fingerprint technology has been created by the company. |
| Tangible fixed assets |
| Instruments and laboratory equipment | - |
| Fixtures and fittings | - |
| Computer equipment and software tools | - |
| Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. |
| Research and development |
| Research and development expenditure is written off to the profit or loss in the year in which it is incurred and not capitalised. |
| Hire purchase and leasing commitments |
| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
| Pension costs and other post-retirement benefits |
| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 3. | Accounting policies - continued |
| Financial assets |
| Basic financial assets, including trade and other debtors and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
| Such assets are subsequently carried at amortised cost using the effective interest method. |
| There are no assets which are initially measured at fair value. |
| Financial liabilities |
| Basic financial liabilities, including trade and other creditors and loans that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. |
| 4. | Turnover |
| The turnover and profit (2023 - loss) before taxation are attributable to the principal activities of the company. |
| An analysis of turnover by class of business is given below: |
| 2024 | 2023 |
| £ | £ |
| 5. | Employees and directors |
| 2024 | 2023 |
| £ | £ |
| Wages and salaries |
| Social security costs |
| Other pension costs |
| The average number of employees during the year was as follows: |
| 2024 | 2023 |
| Operations | 10 | 11 |
| Product engineering | 18 | 21 |
| Administration | 2 | 2 |
| 2024 | 2023 |
| £ | £ |
| Directors' remuneration |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 6. | Operating profit/(loss) |
| The operating profit (2023 - operating loss) is stated after charging: |
| 2024 | 2023 |
| £ | £ |
| Other operating leases |
| Depreciation - owned assets |
| Auditors' remuneration |
| 7. | Interest payable and similar expenses |
| 2024 | 2023 |
| £ | £ |
| Other interest |
| 8. | Taxation |
| Analysis of the tax credit |
| The tax credit on the profit for the year was as follows: |
| 2024 | 2023 |
| £ | £ |
| Current tax: |
| UK corporation tax | ( |
) | ( |
) |
| Refund under provision in |
| prior year | - | (183,911 | ) |
| Tax on profit/(loss) | ( |
) | ( |
) |
| UK corporation tax has been charged at 25% (2023 - 23.52%). |
| Reconciliation of total tax credit included in profit and loss |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| 2024 | 2023 |
| £ | £ |
| Profit/(loss) before tax | ( |
) |
| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes | ( |
) | ( |
) |
| Capital allowances in excess of depreciation | ( |
) | - |
| Depreciation in excess of capital allowances | - |
| Research and development enhanced deduction | - | (300,944 | ) |
| Tax losses | (358,866 | ) | 772,246 |
| Research and development tax credit | (195,000 | ) | (293,044 | ) |
| Refund underprovision prior year | - | (183,911 | ) |
| Total tax credit | (195,000 | ) | (476,955 | ) |
| The company has trading losses of £2,906,455 (2023 - £3,564,357) to carry forward to offset against any future trading profits. |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 9. | Tangible fixed assets |
| Computer |
| Instruments | equipment |
| and | Fixtures | and |
| laboratory | and | software |
| equipment | fittings | tools | Totals |
| £ | £ | £ | £ |
| Cost |
| At 1 January 2024 |
| Additions |
| Disposals | ( |
) | ( |
) |
| At 31 December 2024 |
| Depreciation |
| At 1 January 2024 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2024 |
| Net book value |
| At 31 December 2024 |
| At 31 December 2023 |
| 10. | Debtors: amounts falling due within one year |
| 2024 | 2023 |
| £ | £ |
| Amounts owed by group |
| undertakings |
| Other debtors |
| VAT |
| Prepayments |
| 11. | Creditors: amounts falling due within one year |
| 2024 | 2023 |
| £ | £ |
| Bank loans and overdrafts (see note 12) |
| Trade creditors |
| Amounts owed to group undertakings |
| Social security and other taxes |
| Other creditors |
| Accruals and deferred income |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 12. | Loans |
| An analysis of the maturity of loans is given below: |
| 2024 | 2023 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank overdrafts |
| 13. | Called up share capital |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £1 | 1,000 | 1,000 |
| Each ordinary share ranks equally in respect of dividends, voting rights and all other matters including on a capital distribution. |
| 14. | Reserves |
| Retained |
| earnings |
| £ |
| At 1 January 2024 | ( |
) |
| Profit for the year |
| At 31 December 2024 | ( |
) |
| 15. | Ultimate parent company |
| Idex Biometrics ASA (incorporated in Norway ) is regarded by the directors as being the company's ultimate parent company. |
| The registered office of Idex Biometrics ASA is Henrik Ibsens gate 90, NO-0255, Oslo, Norway. Copies of the consolidated financial statements of Idex Biometrics ASA are available from the company's website www.idexbiometrics.com. |
| 16. | Other financial commitments |
| At the year end the company had financial commitments of £297,000 (2023 - £281,520) under non-cancellable operating leases. |
| 17. | Related party disclosures |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| IDEX BIOMETRICS UK LTD (REGISTERED NUMBER: 09193617) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 18. | Reconciliation of profit/(loss) before taxation to cash generated from operations |
| 2024 | 2023 |
| £ | £ |
| Profit/(loss) before taxation | ( |
) |
| Depreciation charges |
| Finance costs | 713 | - |
| Finance income | (6,435 | ) | (15,331 | ) |
| 1,677,736 | (1,950,270 | ) |
| Decrease in trade and other debtors |
| Decrease in trade and other creditors | ( |
) | ( |
) |
| Cash generated from operations | ( |
) |
| 19. | Cash and cash equivalents |
| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
| Year ended 31 December 2024 |
| 31/12/24 | 1/1/24 |
| £ | £ |
| Cash and cash equivalents | - | 169,368 |
| Bank overdrafts | ( |
) |
| (31,109 | ) | 169,368 |
| Year ended 31 December 2023 |
| 31/12/23 | 1/1/23 |
| £ | £ |
| Cash and cash equivalents | 169,368 | 28,823 |
| 20. | Analysis of changes in net funds/(debt) |
| At 1/1/24 | Cash flow | At 31/12/24 |
| £ | £ | £ |
| Net cash |
| Cash at bank | 169,368 | (169,368 | ) | - |
| Bank overdrafts | - | (31,109 | ) | (31,109 | ) |
| 169,368 | ( |
) | (31,109 | ) |
| Total | 169,368 | (200,477 | ) | (31,109 | ) |