ROQUEFORT THERAPEUTICS PLC

Annual Report & Financial Statements for the year ended 31 December 2024 Company Registration No. 12819145 (England and Wales) Contents Page Corporate Information 2 Chairman’s Statement 3 Board of Directors and Senior Management 5 Directors’ Report 7 Strategic Report 11 Governance Report 19 Remuneration Committee Report 23 Audit Committee Report 29 Nomination Committee Report 31 Independent Auditors’ Report 32 Consolidated Statement of Comprehensive Income 39 Consolidated Statement of Financial Position 40 Company Statement of Financial Position 41 Consolidated Statement of Changes in Equity 42 Company Statement of Changes in Equity 43 Consolidated Statement of Cash Flow 44 Company Statement of Cash Flow 45 Notes to the Financial Statements 46 Annual Report & Financial Statements 2024 1 Corporate Information Directors Stephen West Dr Darrin Disley Ms Jean Duvall Dr Simon Sinclair Trevor Ajanthan (Ajan) Reginald (resigned 17 March 2025) Prof. Sir Martin Evans (resigned 17 March 2025) Dr Michael Stein (resigned 23 May 2024) Company Secretary Orana Corporate LLP Registered Ofﬁce 85 Great Portland Street First Floor London W1W 7LT Registered Number 12819145 Broker SP Angel 35 -39 Maddox Street London W1S 2PP Independent Auditor RPG Crouch Chapman LLP 40 Gracechurch St London EC3V 0BT Solicitors RPC Tower Bridge House St Katharine's Way London E1W 1AA Principal Bankers HSBC PO Box 68 130 New Birmingham Street West Midlands B2 4JU Registrars Share Registrars Limited 27/28 Endcastle Street London W1W 8DH 2 Roquefort Therapeutics plc Annual Report & Financial Statements 2024 3 Chairman’s Statement I am pleased to report Roquefort Therapeutics’ audited ﬁnancial statements and strategic progress to shareholders for the year ended 31 December 2024. During the period the Company continued to progress its corporate strategy, which is to develop its novel patent protected pre-clinical anti-cancer medicines through partnerships with leading academic cancer research centres prior to partnering or selling assets in order to realise value. Pre-Clinical Development The Roquefort Therapeutics portfolio consists of novel patent-protected pre-clinical anti-cancer medicines, consisting of ﬁve best in class medicines: l Midkine antibodies with signiﬁcant in vivo efﬁcacy and toxicology studies, and orphan drug indication; l Midkine RNA oligonucleotide therapeutics with novel anti-cancer gene editing action; l Midkine mRNA therapeutics targeting solid tumours; l STAT-6 siRNA therapeutics targeting solid tumours with signiﬁcant in vivo efﬁcacy; and l MK cell therapy with direct and Natural Killer cell-mediated anti-cancer action. During 2024 the Group made progress with its pre-clinical programs starting with the Midkine mRNA program which underwent studies in combination with proprietary lipid nanoparticle (LNP) delivery systems in validated in vivo models of liver cancer and demonstrated the safety and efﬁcacy in reducing functional Midkine of the novel mRNA LNP combination. This represents a signiﬁcant milestone in both the discovery of a novel mRNA therapeutic and in the safe combination with an LNP to allow for the delivery of the mRNA as an anti-cancer medicine. Midkine is associated with liver cancer progression, resistance and prognosis, therefore a noveltherapeutic that targets Midkine expressing liver cancers with mRNA technology offers the potential to be a ﬁrst-in-class medicine in liver cancer. The Group continued the development of its novel STAT-6 medicines in validated in vitro models of colon cancer with the results demonstrating efﬁcacy of the Group’s four new siRNA sequences in reducing STAT-6 expression by 40-50%. Colorectal cancer (CRC) is the third most diagnosed malignancy and a major leading cause of cancer- related deaths worldwide with the number of patients with metastatic CRC growing, owing to resistance to treatment where STAT-6 has been prevalent. Therefore, a novel therapeutic that targets STAT-6 expressing colon cancers offers the potential for a ﬁrst-in-class medicine in the signiﬁcant colon cancer market. In September 2024 the Company announced that its STAT-6 siRNA had demonstrated efﬁ cacy in a validated invitro experimental model of immunological disease. The new set of experiments investigated the use of the siRNA in the STAT-6 inflammation and immunology ("I&I") ﬁeld. The experiments showed the Company's siRNA demonstrated a signiﬁcant reduction in the levels of STAT-6 produced compared to multiple controls at multiple time points. These results were the Company's ﬁrst in I&I and complement the strong in vivo efﬁcacy results previously demonstrated in oncology. Out-Licensing Discussions In line with its strategy, the Company continued conﬁdential out-licencing discussions with potential partners in 2024 and signed a term sheet in May 2024 to grant an exclusive worldwide license for its Midkine antibody portfolio to PDC FZ-LLC, part of the PDC group. Although the term sheet and other discussions did not progress to a licensing transaction, they did indirectly lead to the Company signing a binding Sale and Purchase Agreement in February 2025 for the sale of its wholly owned subsidiary Lyramid Pty Ltd. In addition, the Company signed a term sheet in March 2025 for the sale of its wholly owned subsidiary Oncogeni Ltd (refer to the Post Period End section for further details). Financing, Cost Cutting & Board Restructure In May 2024 the Company announced the issuance of unsecured Convertible Loan Notes raising net proceeds of £584,915 (after issue discount and fees), the implementation of signiﬁcant cost cutting and the restructure of the Board. The ﬁnancing and cost cutting provides the Company with the time and flexibility required to complete transactions. Post Period End During the ﬁrst quarter of 2025 the Company made progress with two material corporate transactions: l Sale of Lyramid Pty Ltd: in February 2025 the Company signed a binding sale and purchase agreement for the sale of its wholly owned subsidiary Lyramid Pty Ltd to Pleiades Pharma Ltd (“Pleiades”) for a consideration amount of US$10.8 million. Completion is contingent inter alia on Pleaides completing a current fundraising round no later than 30 June 2025; and l Sale of Oncogeni Ltd: in March 2025 the Company signed a term sheet for the sale of its wholly owned subsidiary Oncogeni Ltd to The Nation Trust Holding LLC (“Nation Trust”) for a cash consideration amount of US$12 million, consisting of upfront and milestone payments. On 14 March 2025 the Company raised £236,000 by way of a private placing (the “Placing”) of 15,733,333 new ordinary shares in the capital of the Company. The proceeds of the Placing are for general working capital purposes as the Company continues to work towards completion of the Lyramid Pty Ltd and Oncogeni Ltd transactions. As part of a planned transition, Ajan Reginald resigned as CEO and Prof. Sir Martin Evans resigned as Non-Executive Director, both with effect from close of business on 17 March 2025. Dr Darrin M Disley OBE, a Non-Executive Director, was appointed Interim Managing Director with effect from close of business on 17 March 2025. Strategy & Outlook Roquefort Therapeutics is looking to generate signiﬁcant short-term value by completing the two previously announced material corporate transactions and to build upon the recent change in leadership in order to pursue other value accretive opportunities during 2025. The Chairman’s Statement should be read as part of the Strategic Report. Stephen West, Executive Chairman 29 April 2025 4 Roquefort Therapeutics plc Chairman’s Statement continued • Annual Report & Financial Statements 2024 5 Board of Directors Stephen West Executive Chairman Stephen is a Fellow Chartered Accountant with over 30 years of ﬁnancial and corporate experience gained in public practice, the resource sector, life sciences and investment banking. Stephen has a proven track record in working with growth companies with extensive experience in IPOs, secondary listings, corporate ﬁnance, fundraising and investor relations. Dr Darrin Disley, OBE Interim Managing Director Darrin is a renowned scientist, entrepreneur, angel investor and enterprise champion who has started, grown, or invested in over 40 start-up life science, technology and social enterprises, raising US$600 million in business ﬁnancing and closing US$700 million in commercial deals. He was CEO of Horizon Discovery Group plc for 11 years, during which he led the company from start-up through a US$113 million IPO, and rapid scale-up powered by multiple acquisitions of US peer companies to become a global market leader in gene editing and gene modulation technologies. He was awarded a lifetime Queen's Award for Enterprise Promotion in 2016 for his work in promoting enterprise across the UK and appointed OBE in 2018 for his services to business and enterprise in the healthcaresector. Ms Jean Duvall Non-Executive Director Jean is highly accomplished in the biotech and pharma sector, with over 25 years experience in executive roles in the industry. During this time, Jean acted for Ferring Pharmaceuticals, as one of the Executive Board Members who built the company from a US$700 million to US$2 billion in revenue. Jean has a signiﬁcant track record in corporate development having led multiple successful M&A, divestment and licensing deals throughout her career. She previously had the role of General Counsel at Elan Corporation and was legal lead, negotiating the divestment of over $2 billion in assets. Additionally, she has co-founded and led biopharma start-ups including Trizell and Amzell, resulting in multiple products having successful phase 2 and 3 clinical studies. Jean is currently CEO and co-founder of ReproNovo SA and a non-executive director of Ondine Biomedical Inc. (AIM:OBI). Dr Simon Sinclair Non-Executive Director Simon is a senior executive physician scientist with over 20 years’ pharma, medtech and consumer healthcare industry experience. He is the former Chief Safety Ofﬁcer at Reckitt Benckiser and was previously at Johnson and Johnson Medical Devices, ﬁrst as International Clinical Director, then leading Medical Affairs for its EMEA region. Prior to this, Simon led translational medicine efforts and the early clinical development at Merck and Co (MSD) in the USA. Originally trained as an ophthalmologist, Simon holds a medical degree and a PhD in neural transplantation from the University of Cambridge. Simon is currently a non-executive director of Ondine Biomedical Inc. (AIM:OBI) and a non-executive director at Renovos Biologics Limited. Ajan Reginald Chief Executive Ofﬁcer (resigned 17 March 2025) Ajan is an experienced biotechnology CEO with a track record in drug development, biotech transactions and commercialisation. Over 20 years, he has served as the Global Head of Emerging Technologies for Roche Group (SWX:ROG), Chief Operating Ofﬁcer and Chief Technology Ofﬁcer of Novacyt S.A (LON:NCYT) and CEO of Cardiogeni plc. Board of Directors and Senior Management 6 Roquefort Therapeutics plc Board of Directors and Senior Management continued Professor Sir Martin Evans, Nobel Laureate Non-Executive Director (resigned 17 March 2025) Sir Martin was the ﬁrst scientist to identify embryonic stem cells, which can be adapted for a wide variety of medical purposes. His discoveries are now being applied in virtually all areas of biomedicine - from basic research to the development of new therapies. In 2007, he was awarded the Nobel Prize for Medicine, the most prestigious honour in world science, for these "ground-breaking discoveries concerning embryonic stem cells and DNA recombination in mammals." Sir Martin has published more than 120 scientiﬁc papers. He was elected a Fellow of the Royal Society in 1993 and is a founder Fellow of the Academy of Medical Sciences. He was awarded the Walter Cottman Fellowship and the William Bate Hardy Prizes in 2003 and in 2001 was awarded the Albert Lasker Medal for Basic Medical Research in the US. In 2002 he was awarded an honorary doctorate from Mount Sinai School of Medicine in New York, regarded as one of the world's foremost centres for medical and scientiﬁc training. He has also received honorary doctorate awards from the University of Bath, University of Buckinghamshire, University College London, University of Wales and the University of Athens. Sir Martin gained his BA in Biochemistry from Christ College, University of Cambridge in 1963. He received an MA in 1966 and a DSc in 1966. In 1969 he was awarded a PhD from University College, London. He joined the Cardiff University School of Biosciences in 1999. He was knighted in 2004 for his services to medical science and in 2009 was awarded the Gold Medal of the Royal Society of Medicine in recognition of his valuable contribution to medicine. In 2009 he also received the Baly Medal from the Royal College of Physicians and the Copley Medal, the Royal Society's oldest award, joining an eminent list of previous recipients including Albert Einstein. Dr Michael Stein Non-Executive Director (resigned 23 May 2024) Michael is a business leader and strategic adviser with C-suite experience in healthcare. Michael was the founding CEO of Valo Therapeutics and of OxStem Ltd. In addition, Michael has served as founding CEO for Doctor Care Anywhere, acquired by Synergix in 2015. In 2001, he co-founded the Map of Medicine Ltd (the Map) with University College London. As founding CEO (and later CMO), the Map was nationally licensed across NHS England (2005-15) and acquired by Hearst Business Media (HBM) in 2008, after which Michael transitioned to executive vice-president of healthcare innovation. Michael graduated as a medical doctor (Honours) and biochemist (First Class Honours) from the University of Cape Town (1988) and from the University of Oxford (Rhodes Scholar) with a doctorate in Physiological Sciences (Immunology). Annual Report & Financial Statements 2024 7 The Directors present their report with the audited ﬁnancial statements of Roquefort Therapeutics plc (“the Company") and its subsidiaries Lyramid Pty Ltd (“Lyramid”), Oncogeni Ltd (“Oncogeni”) and Tumorkine Pty Limited (“Tumorkine”) (together “the Group”) for the year ended 31 December 2024. A commentary on the business for the year is included in the Chairman’s Statement on page 3. A review of the business is also included in the Strategic Report on pages 11 to 18. The Company’s Ordinary Shares are listed on the London Stock Exchange, on the Ofﬁcial List pursuant to Chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings. Directors The Directors of the Company during the year and their beneﬁcial interest in the Ordinary shares of the Company at 31 December 2024 were as follows: Ordinary Director Position Appointed shares Warrants Stephen West 1 Executive Chairman 17/08/2020 6,310,853 7,267,500 Ajan Reginald Chief Executive Ofﬁcer 16/09/2022 12,346,413 250,000 Sir Martin Evans Non-Executive Director 16/09/2022 2,690 300,000 Dr Simon Sinclair 2 Non-Executive Director 20/04/2022 – 300,000 Ms Jean Duvall Non-Executive Director 05/04/2022 – 300,000 Dr Darrin Disley Non-Executive Director 16/09/2022 2,015,050 200,000 1 4,628,485 Ordinary shares and 7,000,000 warrants held by Cresthaven Investments Pty Ltd ATF The Bellini Trust (a Company related to Stephen West); 2 300,000 warrants held by Livingstone Investment Holdings Ltd (a Company related to Simon Sinclair). Qualifying Third Party Indemnity Provision At the date of this report, the Company has a third-party indemnity policy in place for all Directors. Substantial shareholders As at 31 December 2024, the total number of issued Ordinary Shares with voting rights in the Company was 135,736,602. Details of the Company’s capital structure and voting rights are set out in note 19 to the ﬁnancial statements. The Company has been notiﬁed of the following interests of 3 per cent or more in its issued share capital as at the date of approval of this report: Number of % of Party Name Ordinary Shares Share Capital Ajan Reginald 12,537,472 8.09% Abdelatif Lachab 7,750,000 6.00% Jane Whiddon 1 7,300,000 5.65% M Sheikh 5,744,870 3.71% Stephen West 2 6,710,853 4.33% 1 2,500,000 shares held by MIMO Strategies Pty Ltd (ATF the MIMO Trust); 4,100,000 shares held by 6466 Investments Pty Ltd; 700,000 shares held by Nautical Holdings WA Pty Ltd – all of which are entities controlled by J Whiddon 2 4,628,485 Ordinary shares and 7,000,000 warrants held by Cresthaven Investments Pty Ltd ATF The Bellini Trust (a Company related to Stephen West). Directors’ Report 8 Roquefort Therapeutics plc Financial instruments Details of the Company’s ﬁnancial risk management objectives and policies as well as exposure to ﬁnancial risk are contained in the accounting policies and note 22 of the ﬁnancial statements. Greenhouse Gas (GHG) Emissions The Group is aware that it needs to measure its operational carbon footprint in order to limit and control its environmental impact. However, due to its operational footprint being limited to a laboratory historically leased from September 2022 to 31 December 2023, consuming less than 40,000 kWh of energy, the Group is currently exempt from GHG reporting requirements. In the future, the Group will only measure the impact of its direct activities, as the full impact of the entire supply chain of its suppliers cannot be measured practically. TCFD Disclosure The Group operated a leased lab facility from October 2022 until the agreement expired in December 2023. From this point the Group outsourced laboratory work and does not intend to lease another facility in 2025. The Group will therefore begin to consider its impact on the environment and the risks it faces from climate change, for the ﬁrst time during 2025 and expects to develop its sustainability plans over a 5-year period, commensurate with the size of its operations. Climate change was not considered a principal risk or uncertainty for the year ended 31December 2024. In line with the requirements of the Financial Conduct Authority’s Listing Rule 14.3.27R, and for the above reasons, we note that we have not made the disclosures, in respect of the ﬁnancial year ended 31 December 2024, in line with the recommendations and recommended disclosures of the TCFD. Dividends The Directors do not propose a dividend in respect of the year ended 31 December 2024. Research and development, Future developments and events subsequent to the year end Further details of the Company’s research and development, future developments and events subsequent to the year-end are set out in the Strategic Report on pages 11 to 18. Research and development costs incurred for the year ended 31 December 2024 was £152,915 (2023: £620,159). Corporate Governance The Governance Report forms part of the Director’s Report and is disclosed on pages 19 to 22 Going Concern The Directors have prepared ﬁnancial forecasts to estimate the likely cash requirements of the Group over the period to 30 June 2026, given its stage of development and lack of recurring revenues. In preparing these ﬁnancial forecasts, the Directors have made certain assumptions with regards to the timing and amount of future expenditure over which they have control. The Directors have considered the sensitivity of the ﬁnancial forecasts to changes in key assumptions, including, among others, potential cost overruns within committed spend, ability to raise new funding and changes in exchange rates. The Group’s available resources are sufﬁcient to cover the Group’s planned activities during 2025, however, they are not sufﬁcient to cover existing committed costs and the costs of planned activities for at least 12 months from the date of signing these consolidated and company ﬁnancial statements. Directors’ Report continued Annual Report & Financial Statements 2024 9 The Directors plan to access further funds during 2025 through the proceeds of the planned sale of the subsidiaries (and/or other ﬁnancing arrangements) and have reasonable expectations that sufﬁcient cash will be raised through the proceeds of the planned sale of the subsidiaries (and/or other ﬁnancing arrangements) to fund the planned operations of the Group for a period of at least 12 months from the date of approval of these ﬁnancial statements. The funding requirement indicates that a material uncertainty exists which may cast signiﬁcant doubt over the Group’s and Company’s ability to continue as a going concern, and therefore its ability to realise its assets and discharge its liabilities in the normal course of business. After due consideration of these forecasts, current cash resources, including the sensitivity of key inputs and success in raising new funding the Directors consider that the Group will have adequate ﬁnancial resources to continue in operational existence for the foreseeable future (being a period of at least 12 months from the date of this report) and, for this reason, the ﬁnancial statements have been prepared on a going concern basis. The ﬁnancial statements do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate. Principal Activities The Company’s principal activity in the reporting period was the preclinical development of next generation medicines focused on hard-to treat cancers. Auditors The re-appointment of RPG Crouch Chapman was approved by shareholders at the Annual General Meeting of the Company held on 27 June 2024. Statement of Directors’ responsibilities The Directors are responsible for preparing the Annual Report alongside 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 prepared the ﬁnancial statements in accordance with UK adopted International Accounting Standards. 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 year. The Directors are also required to prepare ﬁnancial statements in accordance with the rules of the London Stock Exchange for companies with a Standard Listing. In preparing these ﬁnancial statements, the Directors are required to: l Select suitable accounting policies and then apply them consistently; l Make judgements and accounting estimates that are reasonable and prudent; l State whether applicable UK adopted International Accounting Standards have been followed, subject to any material departures disclosed and explained in the ﬁnancial statements; and l Prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. Directors’ Report continued 10 Roquefort Therapeutics plc 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 and the Remuneration Committee Report 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. They are also responsible to make a statement that they consider that the annual report and accounts, taken as a whole, is fair, balanced, and understandable and provides the information necessary for the shareholders to assess the Company’s position and performance, business model and strategy. The Directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the ﬁnancial statements may differ from legislation in other jurisdictions. Statement of Directors’ responsibilities pursuant to Disclosure and Transparency Rules Each of the Directors, whose names and functions are listed on pages 5 to 6 conﬁ rm that, to the best of their knowledge and belief: l the ﬁnancial statements prepared in accordance with UK adopted International Accounting Standards, give a true and fair view of the assets, liabilities, ﬁnancial position and loss of the Group and Company; and l the Annual Report and ﬁnancial statements, including the Strategic Report, includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that they face. Disclosure of Information to Auditors So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware, and each Director has taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. This directors’ report was approved by the Board of Directors on 29 April 2025 and is signed on its behalf by: Stephen West, Executive Chairman Directors’ Report continued • Annual Report & Financial Statements 2024 11 The Directors present the Strategic Report of the Company and the Group for the year ended 31 December 2024. Section 172(1) Statement - Promotion of the Company for the beneﬁt of the members as a whole The Directors believe they have acted in the way most likely to promote the success of the Company for the beneﬁt of its members as a whole, as required by s172 of the Companies Act 2006. The requirements of s172 are for the Directors to: l Consider the likely consequences of any decision in the long term; l Act fairly between the members of the Company; l Maintain a reputation for high standards of business conduct; l Consider the interests of the Company’s employees; l Foster the Company’s relationships with suppliers, customers and others; and l Consider the impact of the Company’s operations on the community and the environment. We aim to work responsibly with our stakeholders, including suppliers. The key Board decisions made in the year and post year end are set out below: Signiﬁcant events / decisions Key s172 matter(s) affected Actions and Consequences Sale of Lyramid Pty Ltd Shareholders and Business The Company signed a sale Relationships and purchase agreement for the sale of 100% of the share capital of its wholly owned subsidiary, Lyramid Pty Ltd. Sale of Oncogeni Ltd Shareholders and Business The Company signed a term Relationships sheet for the sale of 100% of the share capital of its wholly owned subsidiary, Oncogeni Ltd. Portfolio optimisation Shareholders and Business The Group constantly monitors Relationships the commercial viability of its programmes to ensure that the optimum mix is carried forward. Interests of Employees The Company’s Governance Report at pages 19 to 22 of this Annual Report sets out the processes in place to safeguard the interests of employees. Foster business relationships with suppliers, joint venture partners and others Potential suppliers and joint venture partners are considered in the light of their suitability to comply with the Company’s policies. Impact of operations on the community and environment The Company will continue to monitor the future impact of any new potential research facilities on the community and environment. Strategic Report 12 Roquefort Therapeutics plc Maintain a reputation for high standards of business conduct The Governance Report at pages 19 to 22 of this Annual Report sets out the Board and Committee structures and Board and Committee meetings held during the year, together with the experience of executive management and the Board and the Company's policies and procedures. Act fairly between members of the Company The Board takes feedback from a wide range of shareholders (large and small) and endeavours at every opportunity to pro-actively engage with all shareholders (via regulatory news reporting-RNS) and engage with any speciﬁc shareholders in response to particular queries they may have from time to time. The Board considers that its key decisions during the year have impacted equally on all members of the Company. Review of Business in the Year Operational Review The Company’s principal activity is set out in the Directors’ Report on page 9. During the year, the Company continued to progress its novel patent protected pre-clinical anti-cancer medicines through partnerships with leading academic cancer research centres prior to partnering or selling assets in order to realise value. The main R&D progress during the year was as follows: l The Group’s Midkine RNA oligonucleotide and STAT-6 siRNA programs underwent studies in combination with proprietary lipid nanoparticle (LNP) delivery systems in validated in vivo models and demonstrated the safety and efﬁcacy in reducing functional Midkine of the novel mRNA LNP combination. l The Group continued the development of its novel STAT-6 medicines in validated in vitro models of colon cancer with the results demonstrating efﬁcacy of the Group’s four new siRNA sequences in reducing STAT-6 expression by 40-50%. l In September 2024 the Company announced that its STAT-6 siRNA had demonstrated efﬁcacy in a validated in vitro experimental model of immunological disease. This new set of experiments investigated the use of the siRNA in the STAT-6 inflammation and immunology ﬁ eld. In these preliminary experiments, the Company's siRNA demonstrated a signiﬁcant reduction in the levels of STAT-6 produced compared to multiple controls at multiple time points. The Company signed a term sheet in May 2024 to grant an exclusive worldwide license for its Midkine antibody portfolio to PDC FZ-LLC, part of the PDC group. This transaction did not complete; however, it did indirectly lead to the Company signing a binding sale and purchase agreement in February 2025 for the sale of Lyramid Pty Ltd to Pleiades Pharma Ltd for a consideration amount of US$10.8 million (“Lyramid Sale”). At the date of this report the Lyramid Sale had not completed. In May 2024 the Company announced the issuance of unsecured Convertible Loan Notes raising net proceeds of £584,915 (after issue discount and fees), the implementation of signiﬁcant cost cutting and the restructure of theBoard: l Convertible Loan Notes: the Company received commitments for £655,000 of convertible loan notes to existing and new investors to raise net proceeds of £584,915 (after issue discount and fees) in May 2024. The Convertible Loan Notes are unsecured with a 12 month maturity, have a total face value of £655,000 and have been issued to noteholders at 95% of the face value. The interest rate is 12.5% accrued daily and paid upon conversion (in shares) or repayment (in cash). The conversion price of the Convertible Loan Notes is calculated as the lower of a) 6 pence per share; and b) 90% of the price equal to the 10-day volume-weighted average price calculated backwards from the date which is three business days prior to the notice of conversion given to the Company. Noteholders were issued with a total of 6,222,500 unlisted warrants with an exercise price of 7.5 pence and expiry date of ﬁve years from date of issue, being 10 unlisted warrants for every £1.00 invested. In addition, 497,800 broker warrants with the same terms were issued. As at the date of this report there are Convertible Loan Notes with a face value of £337,894 outstanding; Strategic Report continued Annual Report & Financial Statements 2024 13 l Signiﬁcant cost cutting: the Company implemented signiﬁcant cost cutting including a 50% reduction in salaries and Directors fees effective from 1 March 2024. With effect from 1 August 2024 the reduction in salaries and Directors fees was increased to 75% until a material transaction is completed; and l Restructure of the Board: Professor Sir Martin Evans stepped down from his role as Chief Scientiﬁc Ofﬁcer to Non-Executive Director. In addition, Dr Michael Stein resigned from the Board as a Non-Executive Director. In September 2024 the Company announced that the European Patent Ofﬁce and the Japan Patent Ofﬁce had granted the patents for its Mesodermal Killer ("MK") cell therapy, across 39 counties including the UK, EU and Japan. These patents provide protection for both the composition of matter of the MK cell type and for a population of natural killer (“NK”) cells primed (activated) by the MK cells. This affords Roquefort Therapeutics protection for a portfolio of multiple novel medicines comprising of the MK cells alone, MK + NK cells or primed NK cells. Events since the year end Refer to Note 27 for post reporting date events. Financial review Results for the year to 31 December 2024 The Consolidated Statement of Comprehensive Income for the year shows a loss of £971,803 (2023: £1,744,540) and the Consolidated Statement of Financial Position at 31 December 2024 shows net equity of £4,889,019 (2023: £5,499,543) for the Group. The total comprehensive loss for the year of £914,552 (2023: loss of £1,717,495) occurred as a result of on-going research and development costs and administrative expenses required to operate the Company. Administrative expenses decreased to £931,642 (2023: £1,499,193) mainly due to Directors’ and employee costs reducing to £397,659 (2023: £1,087,947), and consulting and professional fees decreasing to £116,740 (2023: £217,876) reflecting a decrease in staff and operational activities during the year. Research and development expenditure decreased to £152,915 (2023: £620,159) as the Group focused on sourcing licensing deals for its portfolio. Cash flow Net cash outflow for the Group for 2024 was £198,816 (2023: £1,786,164 outflow). Net cash used in investing activities for 2024 decreased to £Nil (2023: £52,573). Net cash from ﬁnancing activities for 2024 was £584,915 (2023: £58 outflow). Closing cash As at 31 December 2024, the Group held £337,112 (2023: £537,322) of cash. Key Performance Indicators The Company’s non-ﬁnancial KPIs are positive R&D results within the existing pre-clinical portfolio, the development of new novel anti-cancer therapeutics, the registration of new patents to protect the clinical advancements in anti-cancer therapeutics being achieved during the pre-clinical stages of drug discovery and entering into licencing deals with other companies. The Company’s ﬁnancial KPIs are the Company’s cash runway and budgeted R&D spend compared to actuals. Strategic Report continued 14 Roquefort Therapeutics plc Position of Company’s Business At the year end At the year end the Company’s Statement of Financial Position shows net assets totalling £5,348,014 (2023: £5,981,627). It is likely the Company will need to raise further funds (either through corporate transactions and/or other ﬁnancing arrangements) to cover its plans to complete existing pre-clinical development activities and complete licencing negotiations. As at reporting date the Directors are conﬁdent in their ability to raise further funds either through corporate transactions and/or other ﬁnancing arrangements. Environmental matters The Board contains personnel with a good history of running businesses that have been compliant with all relevant laws and regulations and there have been no instances of non-compliance in respect of environmental matters. Employee information As at the date of this report, the Company has an Executive Chairman, one Executive Director and twoNon-Executive Directors. The Company is committed to gender equality and, as future roles are identiﬁed, a wide-ranging search would be completed with the most appropriate individual being appointed irrespective ofgender. A split of our employees and directors by gender at the date of this report, is shown below: Male Female Directors 3 1 Employees 1 – Total employees (including directors) 4 1 Social/Community/Human rights matters The Company ensures that employment practices take into account the necessary diversity requirements and compliance with all employment laws. The Board has experience in dealing with such issues and sufﬁcient training and qualiﬁcations to ensure they meet all requirements. Anti-corruption and anti-bribery policy The government of the United Kingdom has issued guidelines setting out appropriate procedures for companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and the Board has adopted an anti- corruption and anti-bribery policy. Strategic Report continued Annual Report & Financial Statements 2024 15 Principal Risks and Uncertainties The Group operates in an uncertain environment and is subject to a number of risk factors. The Directors consider the following risk factors are of particular relevance to the Group’s activities although it should be noted that this list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. Issue Risk/Uncertainty Mitigation The Board actively manages the commercial activities of the Group as it develops. The Board oversee the progress of the development of the Group’s research programs and associated technologies and ensure funding is in place to support the necessary trials and further development steps as these come on stream. The generation of revenues is difﬁcult to predict and there is no guarantee that the Group will generate signiﬁcant revenues in the foreseeable future. The Group will face risks frequently encountered by pre-revenue businesses looking to bring new products to the market. There is also no guarantee that the intellectual property held will ultimately result in a commercially viable product. It is also possible that technical and/or regulatory hurdles could lengthen the time required for the delivery of such a testing product. The Group is not breakeven and there is no guarantee that it will generate signiﬁcant proﬁts in the near future The Directors engage in continuous dialogue with the CEO/MD and senior scientiﬁc staff to critically review the technical risks. The Board has established a Scientiﬁc Advisory Board to support them in this review process. All therapeutic research and development programs carry technical risks, including the programs undertaken by the Group. These risks include: those associated with delays in development of effective and potent drugs; failure of delivery by third party suppliers of research services or materials essential to the programs; and outcomes of clinical testing. There is no guarantee that these technical risks can be effectively overcome, and a successful, approved product can be developed. Furthermore, the Group is pursuing relatively new drug classes. Whilst several examples of approved drugs now exist in these classes, as yet no such drug has been developed for the Group’s targets. There is a risk that these novel classes of drugs may not be an effective way of modulating the target’s expression to exert appropriate clinical beneﬁt in the target conditions. Research and development risks carry technical risks, including the programs undertaken by the Group and there is no guarantee that these technical risks can be effectively overcome, and a successful, approved product can be developed Strategic Report continued 16 Roquefort Therapeutics plc Issue Risk/Uncertainty Mitigation The Scientiﬁc Advisory Board will be critical in supporting the Board in understanding and mitigating these risks. Even so, a sudden unforeseen change in the regulations could have a material adverse impact on the development program. The Group cannot guarantee that the proposed development work will result in an efﬁcacious treatment, or even if it does, that the drug will be approved by regulatory authorities. Key regulatory focus areas are safety and efﬁcacy, and future clinical trials conducted by the Group may be suspended or abandoned entirely in the event that regulatory agencies consider that continuation of these trials could expose participants to undue risks. Before obtaining regulatory approval of a product for a target indication, substantial evidence must be gathered in controlled clinical trials that the product candidate is safe and effective for use for that clinical setting. Similar approvals must be obtained from the relevant regulatory authorities in each country in which the product may be made available, including Australia, US and the EU. Biotechnology programs are subject to the most stringent regulatory oversight by various government agencies and ethics committees and there is no guarantee that the proposed development work will result in an efﬁcacious treatment, or even if it does, that the drug will be approved by regulatory authorities The CEO/MD and certain Board members have extensive experience in developing products to pre-IND and completing licencing deals. The Board is in continuous dialogue with the CEO/MD regarding ongoing licencing discussions. There may be other companies developing effective treatments for the same conditions as the Group, which could make commercialising any drug more difﬁcult. The research and development programs planned are expected to take several years before any drug might be ready and the market for such drugs may contract signiﬁcantly or become too competitive for an economically viable drug launch. In addition, even post regulatory approval, any drug may need to be withdrawn from the market, as well as expose the Group to claims for compensation as a result of serious adverse events associated with the treatment. Historically, very few drugs make it from discovery to regulatory approval and commercialisation. Even where the Group is successful in terms of technical and regulatory approvals, there is no guarantee it will be successful in securing an appropriate licensing deal or in achieving alternative means of commercialising its drugs Strategic Report continued Annual Report & Financial Statements 2024 17 Issue Risk/Uncertainty Mitigation The CEO/MD has a good understanding of the details of the licence agreements and the Group’s obligations under them. Should any areas of concern arise, legal counsel will be sought before further steps are taken. The Group’s subsidiary Lyramid Pty Ltd operates its Midkine antibody research and development programs under a worldwide, licence agreement with Anagenics Ltd, the owner of the Midkine patents. Similarly, the Group’s subsidiary Oncogeni Ltd operates its MK Cell and siRNA programs under worldwide licencing agreements with Cell Therapy Limited and Sirna Limited respectively. Whilst the Group is currently compliant, there is a risk that the rights to these patents, as deﬁned by the relevant licence agreement, will be forfeited by virtue of either party failing to meet licence conditions. Existing patents and licences are subject to the terms and conditions of the relevant licence agreement which could be terminated for non-compliance with the terms of such licence agreement The Group seeks to protect its intellectual property through the ﬁling of patent applications, as well as robust conﬁdentiality obligations on its employees. The Board intends to defend the Group’s intellectual property vigorously, where necessary through litigation and other means. Filing, prosecuting and defending patents in all countries throughout the world would be prohibitively expensive. It is possible that competitors will use the technologies in jurisdictions where the Group has not registered patents. The Group’s ability to compete will depend in part, upon the successful protection of its intellectual property, in particular its patents and know-how The Group offers incentives to Directors and employees through share warrants, which makes them linked to the long-term success of the business. The loss of the services of certain of these members of the Group’s key management or the inability to identify, attract and retain a sufﬁcient number of suitably skilled and qualiﬁed employees may have a material adverse effect on the Group. Any future expansion of the Group may require considerable management time which may in turn inhibit management’s ability to conduct the day to day business of theGroup. The successful operation of the Group will depend partly upon the performance and expertise of its current and future management and employees The CEO/MD and Chairman have extensive experience in both the capital markets and Bio-technology sector and are conﬁdent in their abilities to raise additional fundings or revenue. Pre-revenue companies are dependent on their ability to raise additional funds or generate proﬁts in the future to continue operations. The further operations of the Group will depend on its ability to raise further funds through either equity markets or licence revenue deals Strategic Report continued 18 Roquefort Therapeutics plc Composition of the Board A full analysis of the Board, its function, composition and policies, is included in the Governance Report. Capital Structure The Company’s capital consists of ordinary shares which rank pari passu in all respects which are traded on the Standard segment of the Main Market of the London Stock Exchange. There are no restrictions on the transfer of securities in the Company or restrictions on voting rights and none of the Company’s shares are owned or controlled by employee share schemes. There are no arrangements in place between shareholders that are known to the Company that may restrict voting rights, restrict the transfer of securities, result in the appointment or replacement of Directors, amend the Company’s Articles of Association or restrict the powers of the Company’s Directors, including in relation to the issuing or buying back by the Company of its shares or any signiﬁcant agreements to which the Company is a party that take effect after or terminate upon, a change of control of the Company following a takeover bid or arrangements between the Company and its Directors or employees providing for compensation for loss of ofﬁce or employment (whether through resignation, purported redundancy or otherwise) that may occur because of a takeover bid. Approved by the Board on 29 April 2025 Stephen West, Executive Chairman Strategic Report continued • Annual Report & Financial Statements 2024 19 Governance Report Introduction The Directors acknowledge the importance of high standards of corporate governance and endeavours, given the Company’s size and the constitution of the Board, to comply with the principles set out in the QCA Corporate Governance Code that are relevant to the Group. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies. The Group will adopt where applicable the updated QCA principles for the year ending 31 December 2025. Compliance with the QCA Code Set out below are the Company’s corporate governance practices for the year ended 31 December 2024. Maintain governance structures and processes that are ﬁt for purpose and support good decision making by the Board The Board is responsible for the determination of the investment decisions of the Company and for its overall supervision via the investment policy and the objectives that it has set out. At the date of this report, the Board comprises four Directors, two of whom are Executive Directors and two are Non-Executive Directors, reflecting a blend of different experiences and backgrounds. The QCA Code states that a company should have at least two independent non-executive directors. The Company has two independent non-executive directors active during the year being Jean Duvall and Dr Simon Sinclair. At any one time a minimum of two of these were in ofﬁce. The Board believes that its composition brings a desirable range of skills and experience in light of the Company’s challenges and opportunities, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision making. The Company will appraise the structure of the Board on an ongoing basis. On 17 March 2025 Mr Ajan Reginald resigned as CEO and Executive Director of the Company, and Prof. Sir Martin Evans resigned as a Non-Executive director of the Company. On the same date, Dr Darrin M Disley, OBE was appointed as Interim Managing Director. The Board considers these Board changes have maintained an appropriate level and range of skills and experience for the Company’s Board. All new Directors received an informal induction as soon as practical on joining the Board. No formal induction process exists for new Directors, given the size of the Company, but the Chairman ensures that each individual is given a tailored introduction to the Company and fully understands the requirements of the role. A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the interests of the Company. The Board had satisﬁed itself that there is no compromise to the independence of those Directors who have appointments on the Boards of, or relationships with, companies outside the Company. The Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest. The Board intends to meet formally at least six times each year to review, formulate and approve the Group’s strategy, budgets, and corporate actions and oversee the Group’s progress towards its goals, and to ensure the Directors maintain overall control and supervision of the Company’s affairs. Attendance at meetings in the year: Member Position Meetings attended Stephen West Executive Chairman 8 of 8 Ajan Reginald Chief Executive Ofﬁcer 8 of 8 Sir Martin Evans Non-Executive Director 5 of 8 Ms Jean Duvall Non-Executive Director 8 of 8 Dr Simon Sinclair Non-Executive Director 7 of 8 Dr Darrin Disley Non-Executive Director 7 of 8 Dr Michael Stein Non-Executive Director 1 of 2 20 Roquefort Therapeutics plc Governance Report continued The Board is pleased with the high level of attendance and participation of Directors at Board meetings. At each Board meeting the Executive Chairman, Stephen West, proposes and seeks agreement to the Board Agenda and ensures adequate time for discussion. The Board maintains regular contact with all its service providers and are kept fully informed of investment and ﬁnancial controls and any other matters that should be brought to the attention of the Directors. The Directors also have access where necessary to independent professional advice at the expense of the Company. Audit Committee The Company has established an Audit Committee with delegated duties and responsibilities. The Audit Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the ﬁnancial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets not less than three times in each ﬁnancial year and has unrestricted access to the Group’s external auditors. Until 23 January 2024 the Audit Committee comprised Jean Duvall (as chair) and Dr Michael Stein. On 23 January 2024 Dr Michael Stein resigned from the Audit Committee and Dr Simon Sinclair was appointed to the Audit Committee. Accordingly, from 23January 2024 the Audit Committee comprises Jean Duvall (as chair) and Dr Simon Sinclair. The Audit Committee meets with the auditors at least twice a year and more frequently if required. Terms of reference of the Audit Committee will be made available upon written request. The Audit Committee report is included on pages 29 to 30. Remuneration Committee The Company has established a Remuneration Committee to assist the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the policy on remuneration. The Remuneration Committee reviews the performance of executive directors, chairman of the Board and senior management of the Group and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when necessary, but at least twice each year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. Themembers of the Remuneration Committee includes one Non-Executive Director. The Remuneration Committee comprised Dr Darrin Disley (as chair) and Jean Duvall. Formal terms of reference for the Remuneration Committee will be made available upon written request. The Remuneration Committee report is included on pages 23 to 28. Nomination Committee The Company has established a Nomination Committee. The Nomination Committee leads the process for board appointments and makes recommendations to the Board. The Nomination Committee evaluates the balance of skills, experience, independence and knowledge on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. The Nomination Committee meets as and when necessary, but at least twice each year. Until 21 March 2024 the Nomination Committee comprised Dr Michael Stein (as chair) and Dr Simon Sinclair. On 21 March 2024 Dr Michael Stein resigned from the Nomination Committee and Dr Darrin Disley was appointed as Chair to the Nomination Committee. Accordingly, from 21March2024 the Nomination Committee comprises Dr Darrin Disley (as chair) and Dr Simon Sinclair. Terms of reference for the Nomination Committee will be made available upon written request. Annual Report & Financial Statements 2024 21 Governance Report continued The Nomination Committee report is included on page 31. Market Abuse Regulations The Company has adopted a share dealing policy, in conformity with the requirements of the Listing Rules and the Market Abuse Regulation, regulating trading and conﬁdentiality of inside information for persons discharging managerial responsibility (“PDMRs”) and persons closely associated with them which contains provisions appropriate for a company whose shares are admitted to trading on the Ofﬁcial List. The Company intends to take all reasonable steps to ensure compliance by PDMRs and any relevant employees with the terms of its share dealing policy. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement All Board appointments have been made after consultation and detailed due diligence is carried out on all new potential board candidates. The Board will consider using external advisers to review and evaluate the effectiveness of the Board and Directors in future to supplement its own internal evaluation processes. All Directors have disclosed any signiﬁcant commitments to the Board and conﬁrmed that they have sufﬁcient time to discharge their duties. The Group’s Articles require that all Directors are submitted for election at the AGM following their ﬁrst appointment to the Board, and Directors for whom it is their third annual general meeting during their appointment, are subject to retirement by rotation on an annual basis to refresh the Board, irrespective of performance. The terms and conditions of appointment of Non-Executive Directors will be made available upon written request. Seek to understand and meet shareholder needs and expectations The Company is committed to engaging and communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. All Board members have responsibility for shareholder liaison, but queries are primarily delegated to the Company’s advisors in the ﬁrst instance or the Company’s Executive Chairman. Details of the Company’s advisors can be found on the Company’s website. Copies of the annual and interim reports will be made available to all shareholders and copies may be downloaded from the Company’s website. Other Company information for shareholders is also available on the website. The Company also engages with shareholders at its AGM each year which gives investors the opportunity to enter into dialogue with the Board and for the Board to receive feedback and take action if and when necessary. Theresults of the AGM are subsequently announced via RNS and published on the Company’s website. Establish a strategy and business model which promote long-term value for shareholders The Company is developing pre-clinical next generation medicines focused on hard-to-treat cancers, with the aim of generating optimal returns for our shareholders. The investment strategy is to provide shareholders with an attractive total return achieved primarily through capital appreciation. 22 Roquefort Therapeutics plc Governance Report continued Take into account wider stakeholder and social responsibilities and their implications for long-term success The Board is aware that engaging with Roquefort Therapeutics’ stakeholders strengthens relationships, assists the Board in making better business decisions and ultimately promotes the long-term success of Roquefort Therapeutics plc. The Group’s stakeholders include shareholders, and other service providers, suppliers, auditors, lenders, regulators, industry bodies and the surrounding communities of where its future investments will be located. The Board as a whole are responsible for reviewing and monitoring the parties contracted to the Company, including their service terms and conditions. The Board is regularly updated on wider stakeholder views and issues concerning the portfolio both formally at Board meetings and informally through ad hoc updates. This Governance Report was approved by the Board and signed on its behalf by: Stephen West Executive Chairman 29 April 2025 • Annual Report & Financial Statements 2024 23 Remuneration Committee Report The Remuneration Committee presents its report for the year ended 31 December 2024. Membership of the Remuneration Committee During the year the Remuneration Committee consisted of Dr Darrin Disley as Chair and Jean Duvall. During the year ended 31 December 2024, no formal meetings of the Remuneration Committee were held. Subject to what appears below, no other third parties have provided advice that materially assisted the Remuneration Committee during the year. The items included in this report are unaudited unless otherwise stated. Remuneration Committee’s main responsibilities l The Remuneration Committee considers the remuneration policy, employment terms and remuneration of the Board and advisors; l The Remuneration Committee’s role is advisory in nature, and it makes recommendations to the Board on the overall remuneration packages; l The Remuneration Committee, when considering the remuneration packages of the Company’s Board, will review the policies of comparable companies in the industry. Report Approval Resolution to approve this report will be proposed at the Annual General Meeting (“AGM”) of the Company. The votes will have advisory status, will be in respect of the remuneration policy and overall remuneration packages and will not be speciﬁc to individual levels of remuneration. At the Company’s 2024 and 2023 AGMs resolutions to approve the directors’ remuneration report and remuneration policy were passed with 100% votes in favour of the resolutions. Remuneration policy There was no external remuneration advice received by the Company during the years ended 31 December 2024 and 31 December 2023. The remuneration policy of the Company is that each Director is entitled to a salary per annum from the date of their appointment. The Executive Directors have entered into Service Agreements with the Company and continue to be employed until terminated by the Company. Non-Executive Directors fees were £24,000 each per annum until 1 March 2024 when they reduced to £12,000 each per annum (with the balance accruing and only payable upon signing a licencing transaction). With effect from 1 August 2024, Non-Executive Directors fees were further reduced to £6,000 each per annum until a material transaction is completed. Stephen West, as Executive Chairman, entered into a service agreement (the “Service Agreement”) with the Company dated 26 February 2022 under which Mr West is employed until terminated by either party giving 6 months’ prior written notice. Mr West received an annual salary of £120,000 until 15 September 2022 (pursuant to the terms of a side letter dated 7 March 2022 amending the Service Agreement). On the successful acquisition of Oncogeni on 16 September 2022, Mr West’s salary was increased to £139,000 (pursuant to a side letter dated 29 November 2022 amending the Service Agreement) and he became entitled to pension contributions of 10% of salary into a nominated scheme from that date. Mr West is not entitled to any other beneﬁts other than the reimbursement of his reasonable expenses. The Service Agreement is governed by English law. During the period 1 March 2024 to 31 July 2024 Mr West’s remuneration was reduced to £69,500 per annum (with the balance accruing and only payable upon signing a licencing transaction) and from 1 August 2024 Mr West’s remuneration was further reduced to £34,750 per annum (with no amounts accruing) until a material transaction is completed. 24 Roquefort Therapeutics plc Remuneration Committee Report continued During the period 1 February 2024 to 31 July 2024 Mr West’s pension contributions were reduced to zero (with the contractual amount accruing and only payable upon signing a licencing transaction) and from 1 August 2024 the pension contributions were no longer accrued. Ajan Reginald, as Chief Executive Ofﬁcer, entered into a service agreement with the Company dated 9 September 2022 (the “AR Service Agreement”). The AR Service Agreement was conditional on completion of the acquisition of Oncogeni Ltd and will remain in force until terminated by either party giving not less than twelve months’ written notice. Mr Reginald receives an annual salary of £278,000 plus any discretionary bonus which the Company may choose to award in its sole and absolute discretion. Mr Reginald is entitled to pension contributions of 10% of his salary into a nominated scheme. Mr Reginald is not entitled to any other beneﬁts other than the reimbursement of his reasonable expenses. For a period of twelve months following termination of employment, Mr Reginald is subject to certain restrictive covenants preventing him from competing against the Group, amongst other matters. The AR Service Agreement is governed by English law. During the period 1 March 2024 to 31 July 2024 Mr Reginald’s remuneration was reduced to £139,000 per annum (with the balance accruing and only payable upon signing a licencing transaction) and from 1 August 2024 Mr Reginald’s remuneration was further reduced to £69,500 per annum (with no amounts accruing) until a material transaction is completed. During the period 1 February 2024 to 31 July 2024 Mr Reginald’s pension contributions were reduced to zero (with the contractual amount accruing and only payable upon signing a licencing transaction) and from 1 August 2024 the pension contributions were no longer accrued. Sir Martin Evans, as Chief Scientiﬁc Ofﬁcer, entered into a service agreement with the Company dated 9 September 2022 (the “ME Service Agreement”). The ME Service Agreement was conditional on completion of the acquisition of Oncogeni Ltd and will remain in force until terminated by either party giving not less than three months’ notice. Sir Evans will receive an annual salary of £100,000 for two days of work per week, plus any discretionary bonus which the Company may choose to award in its sole and absolute discretion. Sir Evans is not entitled to any other beneﬁts other than the reimbursement of his reasonable expenses. For a period of twelve months following termination of employment, Sir Evans is subject to certain restrictive covenants preventing him from competing against the Group, amongst other matters. The ME Service Agreement is governed by English law. From 1 March 2024 Sir Evan’s remuneration was reduced to £50,000 per annum (with the balance accruing and only payable upon signing a licencing transaction) until 23 May 2024 when Sir Evan stepped down to a Non-Executive Director. The Company’s Remuneration Committee oversees decisions regarding the remuneration of the Board. The Board believes that shares and warrants owned by Directors strengthens the link between their personal interests and those of shareholders and is in line with the share dealing code adopted by the Company. Apart from the Company’s share dealing code, there are no speciﬁc requirements or guidelines determined by the Remuneration Committee for Directors to own shares in the Company. Should the Company award share-based remuneration in the future, appropriate vesting and holding periods will be determined by the Remuneration Committee. Non-Executive Directors The Company policy is that the Non-Executive Directors are expected to attend scheduled board meetings and attend committee meetings as required. Terms of appointment The services of the Non-Executive Directors during the year ended 31 December 2024 were provided in accordance with their appointment letters. Non-Executive Directors were expected to devote such time as was necessary for the proper performance of their duties, but as a minimum they were expected to commit at least one day per month, which should include attendance at all meetings of the Board and any sub-committees of the Board. Annual Report & Financial Statements 2024 25 Remuneration Committee Report continued Year of Director appointment Stephen West 2020 Ajan Reginald (resigned 17 March 2025) 2022 Sir Martin Evans (resigned 17 March 2025) 2022 Ms Jean Duvall 2022 Dr Simon Sinclair 2022 Dr Darrin Disley 2022 Dr Michael Stein (resigned 23 May 2024) 2021 Directors’ emoluments and compensation (audited) Set out below are the emoluments of the Directors who served in the year ended 31 December 2024 (GBP): Annual Bonus and Long Salary and Taxable Term Pension Share Based Name of Director Fees Beneﬁts Beneﬁts Related Payment Total Stephen West 66,600 – – 5,463 – 72,063 Ajan Reginald 133,208 10,675 – 143,883 Sir Martin Evans 30,500 – – – – 30,500 Dr Michael Stein # 6,738 – – – – 6,738 Ms Jean Duvall 11,500 – – – 3,653 15,153 Dr Simon Sinclair 15,500 – – – 3,653 19,153 Dr Darrin Disley 15,500 – – – – 15,500 Total 279,546 – – 16,138 7,306 302,990 # resigned 23 May 2024 Set out below are the emoluments of the Directors who served in the year ended 31 December 2023 (GBP): Annual Bonus and Long Salary and Taxable Term Pension Share Based Name of Director Fees Beneﬁts Beneﬁts Related Payment Total Stephen West 139,000 – – 13,900 – 152,900 Ajan Reginald 278,000 – – 27,800 – 305,800 Sir Martin Evans 100,000 – – – – 100,000 Dr Michael Stein 24,000 – – – – 24,000 Ms Jean Duvall 24,000 – – – 2,808 26,808 Dr Simon Sinclair 24,000 – – – 2,808 26,808 Dr Darrin Disley 24,000 – – – – 24,000 Total 613,000 – – 41,700 5,616 660,316 26 Roquefort Therapeutics plc Directors warrants (audited) Details of warrants in the Company held by Directors who served during the year are set out below: Vested but Exercised unexercised As at 1 Acquired or lapsed As at 31 at 31 Final Name of January during during December December Exercise Date of Vesting Director 2024 the year the year 2024 2024 price grant date Stephen 3,000,000 – – 3,000,000 3,000,000 £0.10 25/11/2020 21/12/2021 West 3,000,000 – – 3,000,000 3,000,000 £0.10 13/10/2021 13/10/2021 1,000,000 – – 1,000,000 1,000,000 £0.15 13/10/2021 21/12/2024 – 267,500 – 267,500 267,500 £0.075 23/05/2024 23/05/2024 7,000,000 267,500 – 7,267,500 7,267,500 Ms Jean 300,000 – – 300,000 300,000 £0.15 22/06/2022 28/04/2024 Duval 300,000 – – 300,000 300,000 Dr Simon 300,000 – – 300,000 300,000 £0.15 22/06/2022 28/04/2024 Sinclair 300,000 – – 300,000 300,000 Dr Darrin – 200,000 – 267,500 267,500 £0.075 23/05/2024 23/05/2024 Disley – 200,000 – 267,500 267,500 Ajan – 250,000 – 267,500 267,500 £0.075 23/05/2024 23/05/2024 Reginald – 250,000 – 267,500 267,500 Sir Martin 300,000 – – 300,000 300,000 £0.15 22/06/2022 28/04/2024 Evans 300,000 – – 300,000 300,000 7,000,000 held by Cresthaven Investments Pty Ltd ATF The Bellini Trust - an entity associated with S West Details of warrants in the Company held by Directors who served during the year ended 31 December 2023 are set out below: Vested but Exercised unexercised As at 1 Granted or lapsed As at 31 at 31 Final Name of January during during December December Exercise Date of Vesting Director 2023 the year the year 2023 2023 price grant date Stephen 3,000,000 – – 3,000,000 3,000,000 £0.10 25/11/2020 21/12/2021 West 500,000 – (500,000) – – £0.10 22/03/2021 22/03/2021 3,000,000 – – 3,000,000 3,000,000 £0.10 13/10/2021 13/10/2021 1,000,000 – – 1,000,000 694,420 £0.15 13/10/2021 21/12/2024 7,500,000 – (500,000) 7,000,000 6,694,420 Ms Jean 300,000 – – 300,000 150,000 £0.15 22/06/2022 28/04/2024 Duval 300,000 – – 300,000 150,000 Dr Simon 300,000 – – 300,000 150,000 £0.15 22/06/2022 28/04/2024 Sinclair 300,000 – – 300,000 150,000 Sir Martin 300,000 – – 300,000 150,000 £0.15 22/06/2022 28/04/2024 Evans 300,000 – – 300,000 150,000 Dr Michael 750,000 – – 750,000 750,000 £0.05 22/03/2021 21/12/2021 Stein 750,000 – – 750,000 750,000 £0.10 22/03/2021 21/12/2021 500,000 – – 500,000 166,667 £0.15 13/10/2021 21/12/2024 2,000,000 – – 2,000,000 1,666,667 held by Cresthaven Investments Pty Ltd ATF The Bellini Trust - an entity associated with S West Pension contributions (audited) The Company does not currently have any pension plans for any of the Directors. It pays any pension amounts due in relation to their remuneration into funds nominated by them. The Company has not paid out any excess retirement beneﬁts to any Directors or past Directors. Payments to past directors (audited) The Company has not paid any compensation to past Directors. Remuneration Committee Report continued Annual Report & Financial Statements 2024 27 Payments for loss of ofﬁce (audited) No payments were made for loss of ofﬁce during the year. The Committee will honour contractual entitlements. Service contracts do not contain liquidated damages clauses. If a contract is to be terminated, the Committee will determine such mitigation as it considers fair and reasonable in each case. There is no agreement between the Company and its Executive Directors or employees, providing for compensation for loss of ofﬁce or employment that occurs because of a takeover bid. The Committee reserves the right to make additional payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or by way of settlement or compromise of any claim arising in connection with the termination of an Executive Director’s ofﬁce or employment. UK Remuneration percentage changes The Executive Chairman, Stephen West was awarded total salary (including pension contributions) of £72,063 in the year ended 31 December 2024 (2023: £152,900) representing a decrease of 53% during the year. The Chief Executive Ofﬁcer, Ajan Reginald was awarded total salary (including pension contributions) of £143,883 in the year ended 31 December 2024 (2023: £305,800) representing a decrease of 53% during the year. The Chief Scientiﬁc Ofﬁcer, Sir Martin Evans, stepped down to a Non-Executive Director on 23 May 2024. In the year ended 31 December 2024 Sir Martin Evans awarded a total salary of £30,500 (2023: £100,000) representing a decrease of 70% during the year on a pro-rata basis. All Non-Executive Directors were paid £11,500 each in the year ended 31 December 2024 (2023: £24,000 each) representing a decrease of 53% during the year. UK 10-year performance graph The Directors have considered the requirement for a UK 10-year performance graph comparing the Company’s Total Shareholder Return with that of a comparable indicator. The Directors do not currently consider that including the graph will be meaningful because the Company only listed in 2021, is not paying dividends and is currently incurring losses as it gains scale. In addition, and as mentioned above, the remuneration of Directors was not linked to performance and we therefore do not consider the inclusion of this graph to be useful to shareholders at the current time. The Directors will review the inclusion of this graph for future reports. UK 10-year CEO table and UK percentage change table The Company has employed a CEO from 16 September 2022 therefore the Directors do not currently consider that including such a table would be meaningful. The Directors will review the inclusion of this table for future reports. The CEO’s remuneration was agreed with reference to the advice of a third-party recruitment company. They provided evidence of salaries in similar organisations, giving a benchmark for the salary of the new CEO. Relative importance of spend on pay The table below illustrates the year-on-year change in total remuneration compared to distributions to shareholders and operational cash flow for the ﬁnancial periods ended 31 December 2024 and 2023: Total directors Distributions to and employee Operational shareholders pay cash outflow £ £ £ Year ended 31 December 2024 – 392,659 783,731 Year ended 31 December 2023 – 1,087,947 1,733,533 Remuneration Committee Report continued 28 Roquefort Therapeutics plc Total employee pay includes wages and salaries, social security costs and pension costs for employees in continuing operations. Further details on Employee remuneration are provided in note 5. Operational cash outflow has been shown in the table above as cash flow monitoring and forecasting is an important consideration for the Remuneration Committee and Board of Directors when determining cash-based remuneration for directors and employees. UK Directors’ shares (audited) The interests of the Directors who served during the year in the share capital of the Company at 31 December 2024 and at the date of this report has been set out in the Directors’ Report on pages 7 to 10. Other matters The Company does not currently have any other annual or long-term incentive schemes in place for any of the Directors and as such there are no disclosures in this respect. Approved on behalf of the Board of Directors by: Dr Darrin Disley Chair of the Remuneration Committee 29 April 2025 Remuneration Committee Report continued Annual Report & Financial Statements 2024 29 Audit Committee Report During the year the Audit Committee comprised of two Non-Executive Directors, Jean Duvall as chair of the Audit Committee and Dr Michael Stein as a member of the Committee. On 23 January 2024 Dr Michael Stein resigned from the Audit Committee and Dr Simon Sinclair was appointed to the Audit Committee. Accordingly, as at the date of this report, the Audit Committee comprises Jean Duvall (as chair) and Dr Simon Sinclair. The Audit Committee oversees the Company’s ﬁnancial reporting and internal controls and provides a formal reporting link with the external auditors. The ultimate responsibility for reviewing and approving the annual report and ﬁnancial statements and the half-yearly report remains with the Board. Main Responsibilities The Audit Committee acts as a preparatory body for discharging the Board’s responsibilities in a wide range of ﬁnancial matters by: l monitoring the integrity of the ﬁnancial statements and formal announcements relating to the Company’s ﬁnancial performance; l reviewing signiﬁcant ﬁnancial reporting issues, accounting policies and disclosures in ﬁ nancial reports, which are considered to be in accordance with the key audit matters identiﬁed by the external auditors; l overseeing that an effective system of internal control and risk management systems are maintained; l ensuring that an effective whistle-blowing, anti-fraud and bribery procedures are in place; l overseeing the Board’s relationship with the external auditor and, where appropriate, the selection of new external auditors; l monitoring the statutory audit of the annual ﬁnancial statements, in particular, its performance, taking into account any ﬁndings and conclusions by the competent authority; l approving non-audit services provided by the external auditor, or any other accounting ﬁrm, ensuring theindependence and objectivity of the external auditors is safeguarded when appointing them to conduct non-audit services; and l ensuring compliance with legal requirements, accounting standards and the Listing Rules and the Disclosure and Transparency Rules. Governance Good practice suggests that at least one member of the Audit Committee has recent and relevant ﬁnancial experience. The Audit Committee’s current chair, Jean Duvall, has signiﬁcant business and commercial experience, including with public companies. The Board is satisﬁed that the Audit Committee has recent and relevant ﬁnancial experience. Members of the Audit Committee are appointed by the Board and whilst warrant holders, the Company believes they are considered to be independent in both character and judgement. The Company’s external auditor is RPG Crouch Chapman and the Audit Committee will closely monitor the level of audit and non-audit services they provide to the Company. Annual Report & Financial Statements 2024 31 Nomination Committee Report Until 21 March 2024 the Nomination Committee comprised of two Non-Executive Directors Dr Michael Stein (as chair) and Dr Simon Sinclair. On 21 March 2024 Dr Michael Stein resigned from the Nomination Committee and Dr Darrin Disley was appointed as Chair to the Nomination Committee. Accordingly, as at the date of this report, the Nomination Committee comprises Dr Darrin Disley (as chair) and Dr Simon Sinclair. Nomination committee evaluation The Nomination Committee evaluates the composition, skills, and diversity of the Board and its committees and identiﬁes a r equirement for a Board appointment. Identify suitable candidates The Nomination Committee undertakes a review of each candidate and their experience in accordance with the Company’s ‘director’s proﬁle ’ and suitable candidates are identiﬁed. For the appointment of a Chairman, the Nomination Committee will prepare a job speciﬁcation, including an assessment of the time commitment expected, recognising the need for availability in the event of crises. Nomination committee recommendation In the current year there have been no new appointments to the Board. Due diligence After a candidate has been recommended to the Board by the Nomination Committee, the company secretary undertakes appropriate background checks on a candidate. The Board of Directors meets any candidate recommended by the Nomination Committee and the candidate is given an opportunity to make a presentation to the Board prior to deciding on their appointment. Board appointment The Board formally approves a candidate’s appointment to the Board. Approach to Diversity The Nomination Committee believes in the beneﬁts of diversity, including the need for diversity in order to effectively represent shareholders’ interests. This diversity is not restricted to gender but also includes geographic location, nationality, skills, age, educational and professional background. The Board’s policy remains that selection should be based on the best person for the role. On behalf of the Nomination Committee Dr Darrin Disley Chair of the Nomination Committee 29 April 2025 Independent Auditors’ Report to the Members of Roquefort Therapeutics plc Opinion We have audited the ﬁnancial statements of Roquefort Therapeutics plc (the ‘Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the 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 UK adopted international accounting standards (‘IFRS’). In our opinion the ﬁnancial statements: l give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024 and of the Group’s loss for the year then ended; l have been properly prepared in accordance with UK adopted international accounting standards; and l have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the ﬁnancial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the ﬁnancial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulﬁlled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufﬁcient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to Note 3(b) in the accounting policies, concerning the Group’s ability to continue as a going concern. The matters explained in Note 3(b) indicate that the Group needs to raise further ﬁnance to fund its working capital needs and development plans. As at the date of approval of these ﬁnancial statements there are no legally binding agreements relating to securing the required funds. These events or conditions along with the matters set forth in Note 3(b) indicate the existence of a material uncertainty which may cast signiﬁcant doubt over the Group’s ability to continue as a going concern. Our opinion is not modiﬁed in respect of this matter. We have highlighted going concern as a key audit matter. 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 Group and the Parent Company’s ability to continue to adopt the going concern basis of accounting included: l Analysing Management’s and the Directors’ cashflow forecast which forms the basis of their assessment that the going concern basis of preparation remains appropriate for the preparation of the Group and Company ﬁnancial statements for a period of at least twelve months from the date of approval of these ﬁnancial statements; l Testing the integrity of the cashflow model; l Assessing costs included within the cashflow forecast and where available agreeing these costs to other evidence obtained during the course of our audit work is in line with our expectations; 32 Roquefort Therapeutics plc Annual Report & Financial Statements 2024 33 l Obtaining details of post year end fundraisings and agreeing supporting documentation and cash received; l Discussing with Management and the Board the Group’s strategy to continue to ensure funds are available to the Group to fund its plans; l Sensitising the cash flows for changes in key assumptions and considering the impact on headroom; and l Reviewing and considering the adequacy of the disclosure within the ﬁnancial statements relating to the Directors’ assessment of the going concern basis of preparation. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Our approach to the audit In planning our audit, we determined materiality and assessed the risks of material misstatement in the ﬁnancial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of signiﬁcant accounting estimates. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. We tailored the scope of our audit to ensure that we performed sufﬁcient work to be able to issue an opinion on the ﬁnancial statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and controls, and the industry in which they operate. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most signiﬁcance in our audit of the ﬁnancial statements of the current period and include the most signiﬁcant assessed risks of material misstatement we identiﬁed (whether or not due to fraud), including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the ﬁnancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The use of the Going Concern basis of accounting was assessed as a key audit matter and has already been covered in the previous section of this report. The other key audit matters identiﬁed are listed below. Independent Auditors’ Report to the Members of Roquefort Therapeutics plc continued Key audit matter How our work addressed this matter Carrying Value of Intangible Assets In previous years the Group has acquired 2 subsidiary companies, Oncogeni Ltd and Lyramid Pty Ltd. The group currently has intangible assets consisting of £282k of goodwill and £5.1m of acquired R&D on its consolidated balance sheet as a direct result of these acquisitions. The Group are currently expensing all R&D costs to the Proﬁt and Loss account and no amortisation of these balances have begun as management have determined that these projects are still in the research phase and that their future viability has yet to be established. Given the subjective nature of valuing intangible assets and signiﬁcant assumptions required the carrying value of investments was deemed to be a key audit matter. Our audit work included: l Reviewing management’s assessment of impairment in relation to the intangible assets. l Discussing with management the assumptions used in the impairment models and obtaining details to support these key assumptions, including challenging of management in relation to these assumptions. l Obtaining an understanding of the current status of each research and development project to corroborate treatment to IAS38 requirements. Annual Report & Financial Statements 2024 33 34 Roquefort Therapeutics plc Independent Auditors’ Report to the Members of Roquefort Therapeutics plc continued Key audit matter How our work addressed this matter Carrying Value of Investments The Company currently has investments of £4.9m on its Statement of Financial Position relating to 100% shareholdings in subsidiary companies Lyramid Pty Ltd and Oncogeni Ltd. Given the subjective nature of valuing investments and signiﬁcant assumptions required the carrying value of investments was deemed to be a key audit matter. Management Override of controls Management override of controls is a presumed risk of fraud under the International Auditing Standards. Professional standards require us to communicate the fraud risk from management override of controls as signiﬁcant because management is typically in a unique position to perpetrate fraud because of its ability to manipulate accounting records and prepare fraudulent ﬁnancial statements by overriding controls that otherwise appear to be operating effectively. Our audit work included: l Obtaining and reviewing management’s assessment of impairment. l Discussing with management key assumptions and judgements made in the preparation of the impairment models, agreeing these to supporting evidence and challenging theses where appropriate. l Reviewing post year end ﬁnancial statements and comparing actual performance to managements assessments. l Reviewing post year end non ﬁnancial events for evidence of any subsequent impairment indicators. Our audit work included: l Obtained a listing of manual journals entered into the accounting system in the year and reviewing a sample of these against a range of different criteria. l Reviewed post year end journals posted for evidence of any prior year transactions not included within the ﬁnancial statements or any subsequent amendments. l Reviewed the consolidation workings and journals entered in respect of this process for evidence of management override. l Reviewed management estimations, judgements and signiﬁcant accounting policies for undue bias in the ﬁnancial statements. l Developed an understanding of the internal ﬁnancial procedures, systems and controls in place across the Group. l Reviewed unadjusted audit differences for indications of bias or deliberate misstatement. l Applied professional scepticism throughout our audit procedures. Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the ﬁnancial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identiﬁed misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the ﬁnancial statements as a whole. Annual Report & Financial Statements 2024 35 Independent Auditors’ Report to the Members of Roquefort Therapeutics plc continued We consider loss before tax to be the most signiﬁcant determinant of the Group’s ﬁnancial performance used by the users of the ﬁnancial statements. This is due to the group continuing to have expensed its R&D costs during the year. We have based materiality for the Group and Parent Company on 5% of loss before tax. Overall materiality for the Group was therefore set at £47k and for the Parent Company at £46k. Performance materiality was set at a threshold between 50% and 75% of materiality depending on the determined audit risk of the ﬁnancial statement area in question. Signiﬁcant audit risk areas (intangibles, investments and management override) were audited to a 50% performance materiality threshold with remaining areas subject to a 75% performance materiality threshold. Treatment was the same for the Group and Parent Company. We agreed with the Audit Committee that we would report on all differences in excess of 5% of materiality relating to the Group ﬁnancial statements. We also report to the Audit Committee on ﬁnancial statement disclosure matters identiﬁed when assessing the overall consistency and presentation of the consolidated ﬁnancial statements. Other information The other information comprises the information included in the annual report, other than the ﬁnancial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. 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 there is a material misstatement in the ﬁnancial statements or a material misstatement of the other information. 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: l the information given in the Strategic Report and the Directors’ Report for the ﬁnancial year for which the ﬁnancial statements are prepared is consistent with the ﬁnancial statements; l the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements; and l The part of the Director’s Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. 36 Roquefort Therapeutics plc Independent Auditors’ Report to the Members of Roquefort Therapeutics plc continued Matters on which we are required to report by exception In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have not identiﬁed material misstatements in the Strategic Report, the Directors’ Report or the Director’s Remuneration Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: l adequate accounting records have not been kept by the Group or the Company, or returns adequate for our audit have not been received from branches not visited by us; or l the Group or the Company ﬁnancial statements are not in agreement with the accounting records and returns; or l certain disclosures of directors’ remuneration speciﬁed by law are not made; or l we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on pages 9 to 10 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 is 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 group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group's ﬁnancial reporting process. Auditor’s 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 our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the 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 our procedures are capable of detecting irregularities, including fraud, is detailed below: l Enquiries of management, including obtaining and reviewing supporting documentation concerning the Group’s policies and procedures relating to; o Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non compliance o Detecting to and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud l Discussions amongst the engagement team regarding how and where fraud might occur in the ﬁnancial statements and any potential indicators of fraud. Annual Report & Financial Statements 2024 37 Independent Auditors’ Report to the Members of Roquefort Therapeutics plc continued We also obtained an understanding of the legal and regulatory framework that the Group and Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures included within the ﬁnancial statements. The key laws and regulations we considered in this context included the UK Companies Act and IFRS. In addition we considered provisions of other laws and regulations that do not have a direct effect on the ﬁnancial statements but compliance with which may be fundamental to the Group and Company’s ability to operate or to avoid a material penalty. These included health and safety regulations, employment law, data protection regulations and general trading laws in the UK and Australia. As a result of these procedures we consider the particular areas that were susceptible to misstatement due to fraud were in respect of management override of controls, investment valuations and intangible valuations. Our procedures to respond to these risks identiﬁed included the following; l Reviewing the ﬁnancial statement disclosures and testing these to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the ﬁnancial statements l Enquiring with management concerning actual and potential litigation claims l Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud l Agreeing investment and intangible valuations to supporting documentation and recalculating l Reviewing management impairment assessments and challenging assumptions made to ensure valuations of intangibles and investments are reasonable l Reviewing board minutes and legal and professional fees during the year and any subsequent to the year end to identify any potential litigation not previously disclosed l In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments for evidence of management override/bias and agreeing these to supporting documentation l Assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the rationale of any signiﬁcant transactions that are deemed unusual or outside of the normal course of the Group and Company’s operations Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the ﬁnancial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the ﬁnancial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditor's Report. 38 Roquefort Therapeutics plc Independent Auditors’ Report to the Members of Roquefort Therapeutics plc continued Other matters that we are required to address We were appointed on 24 November 2023 and this is the second year of our engagement as auditors for the Group. We conﬁrm that we are independent of the Group and Parent Company and have not provided any prohibited non-audit services, as deﬁned by the Ethical Standard issued by the Financial Reporting Council as applied to listed public interest entities, and we have fulﬁlled our ethical responsibilities in accordance with these requirements. Our audit report is consistent with our additional report to the Audit Committee explaining the results of our audit. Use of our report This report is made solely to the Group’s members, as a body. Our audit work has been undertaken so that we might state to the Group’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and the Group’s members, as a body, for our audit work, for this report, or for the opinions we have formed. Paul Randall FCA (Senior Statutory Auditor) For and on behalf of RPG Crouch Chapman LLP Chartered Accountants Registered Auditor 40 Gracechurch Street London EC3V 0BT 29 April 2025 Annual Report & Financial Statements 2024 39 Year ended Year ended 31 December 31 December 2024 2023 Note £ £ Revenue 6 – 200,000 Cost of Sales (16,000) – Other income – – Administrative expenses 8 (931,642) (1,499,193) Share based payments - directors and senior managers 8 (10,958) (10,402) Research and development expenditure 8 (152,915) (620,159) Operating loss & loss before, interest, taxation & depreciation (1,111,515) (1,929,754) Interest receivable – 1,469 Interest payable 17 (44,857) (58) Finance charge 17 (52,793) - Depreciation 13 (5,404) (3,890) Loss for the year before taxation (1,214,569) (1,932,233) Taxation 9 242,766 187,693 Loss for the year (971,803) (1,744,540) Other comprehensive income 7 57,251 27,045 Total comprehensive loss for the period attributable to equity holders of the parent (914,552) (1,717,495) Loss per share (basic and diluted) attributable to the equity holders (pence) 10 (0.75) (1.35) The notes to the ﬁnancial statements form an integral part of these ﬁnancial statements. Consolidated Statement of Comprehensive Income 40 Roquefort Therapeutics plc As at As at 31 December 31 December 2024 2023 Note £ £ Assets Non-current assets Property, Plant & Equipment 13 44,748 50,152 Intangible assets 11 5,343,505 5,343,505 Total non-current assets 5,388,253 5,393,657 Current assets Trade and other receivables 14 25,380 157,589 Cash and cash equivalents 15 337,112 537,322 Total current assets 362,492 694,911 Total assets 5,750,745 6,088,568 Equity and liabilities Equity attributable to shareholders Share capital 19 1,357,366 1,291,500 Share premium 19 4,619,793 4,403,094 Share based payments reserve 20 407,000 385,537 Merger relief reserve 21 3,700,000 3,700,000 Retained deﬁcit (5,265,071) (4,293,268) Currency translation reserve 7 69,931 12,680 Total equity 4,889,019 5,499,543 Liabilities Non-Current liabilities Deferred tax liabilities 18 281,911 281,911 Current liabilities Trade and other payables 16 179,723 307,114 Borrowings 17 400,092 – Total liabilities 861,726 589,025 Total equity and liabilities 5,750,745 6,088,568 The notes to the ﬁnancial statements form an integral part of these ﬁnancial statements. This report was approved by the Board and authorised for issue on 29 April 2025 and signed on its behalf by: Stephen West Executive Chairman Company Registration Number: 12819145 Consolidated Statement of Financial Position • Annual Report & Financial Statements 2024 41 As at As at 31 December 31 December 2024 2023 Note £ £ Assets Non-current assets Property, Plant & Equipment 13 44,748 50,152 Investments 12 4,874,774 4,874,774 Intercompany receivables 615,409 812,951 Total non-current assets 5,534,931 5,737,877 Current assets Trade and other receivables 14 15,899 124,988 Cash and cash equivalents 15 326,670 301,674 Total current assets 342,569 426,662 Total assets 5,877,500 6,164,539 Equity and liabilities Equity attributable to shareholders Share capital 19 1,357,366 1,291,500 Share premium 19 4,619,793 4,403,094 Share based payments reserve 20 407,000 385,537 Merger relief reserve 21 3,700,000 3,700,000 Retained deﬁcit (4,736,145) (3,798,504) Total equity 5,348,014 5,981,627 Liabilities Current liabilities Trade and other payables 16 129,394 182,912 Borrowings 17 400,092 – Total liabilities 529,486 182,912 Total equity and liabilities 5,877,500 6,164,539 The notes to the ﬁnancial statements form an integral part of these ﬁnancial statements. The Company has taken advantage of section 408 of the Companies Act 2006 and consequently a proﬁt and loss account has not been presented for the Company. The Company’s loss for the ﬁnancial period was £937,641 (2023: £1,510,524). The ﬁnancial statements were approved by the Board and authorised for issue on 29 April 2025 and signed on its behalf by: Stephen West Executive Chairman Company Statement of Financial Position _ 42 Roquefort Therapeutics plc Share Ordinary Based Merger Share Share Payment relief Retained Translation Total capital Premium Reserve reserve earnings Reserve equity £ £ £ £ £ £ £ As at 31 December 2022 1,291,500 4,403,094 375,135 3,700,000 (2,548,728) (14,365) 7,206,636 Loss for the year – – – – (1,744,540) – (1,744,540) Exchange differences – – – – – 27,045 27,045 Total comprehensive income / (loss) for the year – – – – (1,744,540) 27,045 (1,717,495) Transactions with owners Ordinary shares issued – – – – – – – Warrants charge – – 10,402 – – – 10,402 Total transactions with owners – – 10,402 – – – 10,402 As at 31 December 2023 1,291,500 4,403,094 385,537 3,700,000 (4,293,268) 12,680 5,499,543 Loss for the year – – – – (971,803) – (971,803) Exchange differences – – – – – 57,251 57,251 Total comprehensive income / (loss) for the year – – – – (971,803) 57,251 (914,552) Transactions with owners Ordinary shares issued 65,866 216,699 – – – – 282,565 Share issue costs – – – – – – – Warrants charge – – 21,463 – – 21,463 Total transactions with owners 65,866 216,699 21,463 – – – 304,028 As at 31 December 2024 1,357,366 4,619,793 407,000 3,700,000 (5,265,071) 69,931 4,889,019 The notes to the ﬁnancial statements form an integral part of these ﬁnancial statements. Consolidated Statement of Changes in Equity Annual Report & Financial Statements 2024 43 Share Ordinary Merger Based Share Share relief Payment Retained Total capital Premium reserve Reserve earnings equity £ £ £ £ £ £ As at 31 December 2022 1,291,500 4,403,094 3,700,000 375,135 (2,288,350) 7,481,379 Loss for the year – – – – (1,510,154) (1,510,154) Total loss for the year – – – – (1,510,154) (1,510,154) Transactions with owners Ordinary Shares issued – – – – – – Share-based payments – – – 10,402 – 10,402 Total transactions with owners – – – 10,402 – 10,402 As at 31 December 2023 1,291,500 4,403,094 3,700,000 385,537 (3,798,504) 5,981,627 Loss for the year – – – – (937,641) (937,641) Total loss for the year – – – – (937,641) (937,641) Transactions with owners Ordinary Shares issued 65,866 216,699 – – – 282,565 Share-based payments – – – 21,463 – 21,463 Total transactions with owners 65,866 216,699 – 21,463 – 304,028 As at 31 December 2024 1,357,366 4,619,793 3,700,000 407,000 (4,736,145) 5,348,014 The notes to the ﬁnancial statements form an integral part of these ﬁnancial statements. Company Statement of Changes in Equity 44 Roquefort Therapeutics plc Year ended Year ended 31 December 31 December 2024 2023 Note £ £ Cash flow from operating activities Loss before income tax (1,214,569) (1,932,233) Adjustments for: Foreign Exchange 54,556 26,533 Share based payment 21,463 10,402 Depreciation 13 5,404 3,890 Taxation 9 242,766 187,693 Interest income – (1,469) Interest expense 44,587 58 Finance charge 52,793 – Changes in working capital: Decrease / (Increase) in trade and other receivables 130,412 (55,851) Increase / (Decrease) in trade and other payables (121,143) 27,444 Net cash used in operating activities (783,731) (1,733,533) Cash flow from Investing activities Purchase of Property, Plant & Equipment 13 – (54,042) Interest received – 1,469 Net cash used in investing activities – (52,573) Cash flows from ﬁnancing activities Proceeds from convertible loan note 584,915 – Interest paid – (58) Net cash generated from / (used in) ﬁnancing activities 584,915 (58) Net decrease in cash and cash equivalents (198,816) (1,786,164) Cash and cash equivalents at the beginning of the period 537,322 2,322,974 Foreign exchange impact on cash (1,394) 512 Cash and cash equivalents at the end of the period 15 337,112 537,322 Consolidated Statement of Cash Flow Annual Report & Financial Statements 2024 45 Year ended Year ended 31 December 31 December 2024 2023 Note £ £ Cash flow from operating activities Loss before income tax (1,061,334) (1,546,488) Adjustments for: Interest payable 44,857 – Finance charge 52,793 – Depreciation 13 5,404 3,890 Share based payment 21,463 10,402 Taxation 9 123,693 36,334 Changes in working capital: Decrease / (Increase) in trade and other receivables 109,087 (60,678) Decrease in trade and other payables (66,870) (892) Net cash used in operating activities (770,907) (1,557,432) Cash flow from Investing activities Purchase of Property, Plant & Equipment 13 – (54,042) Borrowings from/(to) subsidiaries 210,988 (361,330) Net cash from/ (used in) investing activities 210,988 (415,372) Cash flows from ﬁnancing activities Proceeds from convertible loan note 584,915 – Net cash from ﬁnancing activities 584,915 – Net increase / (decrease) in cash and cash equivalents 24,996 (1,972,804) Cash and cash equivalents at the beginning of the period 301,674 2,274,478 Foreign exchange impact on cash – – Cash and cash equivalents at the end of the period 15 326,670 301,674 The notes to the ﬁnancial statements form an integral part of these ﬁnancial statements. Company Statement of Cash Flow 46 Roquefort Therapeutics plc 1. General Information Roquefort Therapeutics plc, the Group’s ultimate parent company, was incorporated on 17 August 2020 as a public company limited by shares in England and Wales with company number 12819145 under the Companies Act. The address of its registered ofﬁce is 85 Great Portland Street, First Floor, London W1W 7LT, United Kingdom. The principal activity of the Company is to develop pre-clinical next generation medicines focused on hard-to- treat cancers. The Company listed on the London Stock Exchange (“LSE”) on 22 March 2021. The consolidated ﬁnancial statements of the Group have been prepared in accordance with UK adopted International Accounting Standards as issued by the International Accounting Standards Board (IASB) and endorsed by the UK Endorsement Board. They have been prepared under the assumption that the Group operates on a going concern basis. 2. New Standards and Interpretations New and revised accounting standards adopted for the year ended 31 December 2024 did not have any material impact on the Group’s accounting policies. There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. The following amendments are effective for the period beginning 1 January 2024: ⬤ IFRS 16 Leases (Amendment – Liability in a Sale and Leaseback); ⬤ IAS 1 Presentation of Financial Statements (Amendment – Classiﬁcation of Liabilities as Current or Non-current) with Covenants; and ⬤ Amendment to IAS 7 and IFRS 7 - Supplier ﬁnance. The following amendments are effective for the period beginning 1 January 2025: ⬤ Lack of Exchangeability (Amendments to IAS 21 The effects of changes in foreign exchange rates) The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not believe that the amendments to IAS 1 will have a signiﬁcant impact on the classiﬁcation of its liabilities. The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Group. 3. Summary of Signiﬁcant Accounting Policies The principal accounting policies applied in the preparation of these ﬁnancial statements are set out below. These policies have been consistently applied to all the period presented, unless otherwise stated. a) Basis of Preparation The ﬁnancial statements of Roquefort Therapeutics plc have been prepared in accordance with UK adopted International Accounting Standards, and the Companies Act 2006. The ﬁnancial statements have been prepared on an accrual basis and under the historical cost convention. b) Going Concern The Directors have prepared ﬁnancial forecasts to estimate the likely cash requirements of the Group over the period to 30 June 2026, given its stage of development and lack of recurring revenues. In preparing these ﬁnancial forecasts, the Directors have made certain assumptions with regards to the timing and amount of future expenditure over which they have control. The Directors have considered the sensitivity of the ﬁnancial forecasts to changes in key assumptions, including, among others, potential cost overruns within committed spend, ability to raise new funding and changes in exchange rates. Notes to the Financial Statements Annual Report & Financial Statements 2024 47 The Group’s available resources are sufﬁcient to cover the Group’s plans to complete existing pre-clinical development activities during 2025, however, they are not sufﬁcient to cover existing committed costs and the costs of planned activities for at least 12 months from the date of signing these consolidated and company ﬁnancial statements. The Directors plan to raise further funds during 2025 through the proceeds of the planned sale of the subsidiaries (and/or other ﬁnancing arrangements) and have reasonable expectations that sufﬁcient cash will be raised through the proceeds of the planned sale of the subsidiaries (and/or other ﬁnancing arrangements) to fund the planned operations of the Group for a period of at least 12 months from the date of approval of these ﬁnancial statements. The funding requirement indicates that a material uncertainty exists which may cast signiﬁcant doubt over the Group’s and Company’s ability to continue as a going concern, and therefore its ability to realise its assets and discharge its liabilities in the normal course of business. After due consideration of these forecasts, current cash resources, including the sensitivity of key inputs and success in raising new funding the Directors consider that the Group will have adequate ﬁnancial resources to continue in operational existence for the foreseeable future (being a period of at least 12 months from the date of this report) and, for this reason, the ﬁnancial statements have been prepared on a going concern basis. The ﬁnancial statements do not include the adjustments that would be required should the going concern basis of preparation no longer be appropriate. c) Basis of Consolidation The Group’s ﬁnancial statements consolidate those of the parent company and its subsidiaries as of 31 December 2024. Lyramid Pty Ltd and Oncogeni Ltd have reporting dates at 31 December whilst the reporting date of Tumorkine Pty Ltd is 30 June. All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective. Amounts reported in the ﬁnancial statements of its subsidiary have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. Proﬁt or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests. d) Revenue From Contracts with Customers The Group recognises revenue as follows: Commercialisation and milestone revenue Commercialisation and milestone revenue generally includes non-refundable upfront license and collaboration fees; milestone payments, the receipt of which is dependent upon the achievement of certain clinical, regulatory or commercial milestones; as well as royalties on product sales of licensed products, if and when such product sales occur; and revenue from the supply of products. Payment is generally due on standard terms of 30 to 60 days. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue or deferred consideration, depending on the nature of arrangement. Amounts expected to be recognised as revenue within the 12 months following the consolidated balance sheet date are classiﬁed within current liabilities. Amounts not expected to be recognised as revenue within the 12 months following the consolidated balance sheet date are classiﬁed within non-current liabilities. Milestone revenue The Group applies the ﬁve-step method under the standard to measure and recognise milestone revenue. The receipt of milestone payments is often contingent on meeting certain clinical, regulatory or commercial Notes to the Financial Statements continued 48 Roquefort Therapeutics plc targets, and is therefore considered variable consideration. The Group estimates the transaction price of the contingent milestone using the most likely amount method. The Group includes in the transaction price some or all of the amount of the contingent milestone only to the extent that it is highly probable that a signiﬁcant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the contingent milestone is subsequently resolved. Milestone payments that are not within the control of the Company, such as regulatory approvals, are not considered highly probable of being achieved until those approvals are received. Any changes in the transaction price are allocated to all performance obligations in the contract unless the variable consideration relates only to one or more, but not all, of the performance obligations. e) Business Combinations The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition date fair values of assets transferred, liabilities incurred, and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. Assets acquired and liabilities assumed are generally measured at their acquisition date fair values. f) Foreign Currency Translation i) Functional and Presentation Currency The ﬁnancial statements are presented in Pounds Sterling (GBP), which is the Group’s functional and presentation currency. ii) Transactions and Balances Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of assets and liabilities are recognised immediately in proﬁt or loss. iii) Foreign operations In the Group’s ﬁnancial statements, all assets, liabilities and transactions of Group entities with a functional currency other than GBP are translated into GBP upon consolidation. The functional currencies of entities within the Group have remained unchanged during the reporting period. On consolidation, assets and liabilities have been translated into GBP at the closing rate at the reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into GBP at the closing rate on the acquisition date. Income and expenses have been translated into GBP at the average rate of over the reporting period. Exchange differences are charged or credited to other comprehensive income and recognised in the currency translation reserve in equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are reclassiﬁed to proﬁt or loss and are recognised as part of the gain or loss on disposal. g) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The chief operating decision-makers, who are responsible for allocating resources and assessing performance of the operating segments, has been identiﬁed as the executive Board of Directors. All operations and information are reviewed together so that at present there is only one reportable operating segment. In the opinion of the Directors, during the period the Group operated in the single business segment of biotechnology. h) Property, Plant & Equipment Property, plant and equipment is stated at cost less accumulated depreciation and, where appropriate, less provisions for impairment. Notes to the Financial Statements continued Annual Report & Financial Statements 2024 49 The initial recognition and subsequent measurement of property, plant and equipment are: Initial recognition Property, plant and equipment is initially recognised at acquisition cost, including any costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating. In most circumstances, the cost will be its purchase cost, together with the cost of delivery. Subsequent measurement An asset will only be depreciated once it is ready for use. Depreciation is charged so as to write off the cost of property, plant and equipment, less its estimated residual value, over the expected useful economic lives of the assets. Depreciation is charged on a straight-line basis as follows: ⬤ Equipment 10 years The disposal or retirement of an asset is determined by comparing the sales proceeds with the carrying amount. Any gains or losses are recognised within the Consolidated Statement of Comprehensive Income. i) Goodwill and Intangible Assets Goodwill represents the future economic beneﬁts arising from a business combination that are not individually identiﬁed and separately recognised. Goodwill is carried at cost less accumulated impairment losses. Refer to Note (j) for a description of impairment testing procedures. Transactions where the deﬁnition of a business combination, per IFRS 3, is not met due to the asset or group of assets not meeting the deﬁnition of a business, or where the concentration test affords the Directors the option not to treat as a business, are recognised as an asset acquisition. The Group identiﬁes and recognises the individual identiﬁable assets acquired and liabilities assumed and allocates the cost of the group of assets and liabilities (including directly attributable costs of making the acquisition) to the individual identiﬁable assets and liabilities on the basis of their relative fair values at the date of purchase. Other intangible assets, including licences and patents, that are acquired by the Group and have ﬁnite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. Refer to Note (j) for amortisation procedures. j) Impairment Testing of Goodwill, Other Intangible Assets and Property, Plant and Equipment For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment, and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to beneﬁt from synergies of a related business combination and represent the lowest level within the Group at which management monitors goodwill. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s (or cash-generating unit’s) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-speciﬁc risk factors. Impairment losses for cash-generating units reduce ﬁrst the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. Notes to the Financial Statements continued 50 Roquefort Therapeutics plc Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight line method over their estimated useful lives, from the date the assets are available for use and is recognised in proﬁt or loss. The available for use date is determined as the date from which a product is commercialised – this had yet to occur, for all intangible assets, at 31 December 2024 and 2023. Goodwill is not amortised. k) Financial Instruments IFRS 9 requires an entity to address the classiﬁcation, measurement and recognition of ﬁnancial assets and liabilities. i) Classiﬁcation The Group classiﬁes its ﬁnancial assets in the following measurement categories: ⬤ those to be measured at amortised cost. The classiﬁcation depends on the Group’s business model for managing the ﬁnancial assets and the contractual terms of the cash flows. The Group classiﬁes ﬁnancial assets as at amortised cost only if both of the following criteria are met: ⬤ the asset is held within a business model whose objective is to collect contractual cash flows; and ⬤ the contractual terms give rise to cash flows that are solely payment of principal and interest. ii) Recognition Purchases and sales of ﬁnancial assets are recognised on trade date (that is, the date on which the Group commits to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the ﬁnancial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. iii) Measurement At initial recognition, the Group measures a ﬁnancial asset at its fair value plus, in the case of a ﬁnancial asset not at fair value through proﬁt or loss (FVPL), transaction costs that are directly attributable to the acquisition of the ﬁnancial asset. Transaction costs of ﬁnancial assets carried at FVPL are expensed in proﬁt or loss. Receivables Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these ﬁnancial assets is included in ﬁnance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in proﬁt or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of proﬁt or loss. iv) Impairment The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments carried at amortised cost. For trade receivables, the Group applies the simpliﬁed approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. l) Taxation Taxation comprises current and deferred tax. Current tax is based on taxable proﬁt or loss for the period. Taxable proﬁt or loss differs from proﬁt or loss as reported in the income statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The asset or liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the ﬁnancial information and the corresponding tax bases used in the computation of taxable proﬁt and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary Notes to the Financial Statements continued Annual Report & Financial Statements 2024 51 differences and deferred tax assets are recognised to the extent that it is probable that taxable proﬁts will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable proﬁt nor the accounting proﬁt. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufﬁcient taxable proﬁts will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset realised. Deferred tax is charged or credited to proﬁt or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. R&D tax rebate receivable represents refundable tax offsets, in cash, from the Australian Taxation Ofﬁce in relation to expenditure incurred in the current year for eligible research and development activities. Research and development activities are refundable at a rate of 43.5% for each dollar spent, subject to meeting certain eligibility criteria. Funds are expected to be received subsequent to the lodgement of the income tax return and research and development tax incentive schedule for the current ﬁnancial year. The Group recognises a taxation credit, in the year the cash is received, which generally relates to expenses during the prior period. In future periods (which will include UK R&D tax credits), once an established pattern of successful claims is recorded, the Group will consider an accruals basis, recording the tax credit and a receivable in the period the eligible expenditure was incurred. m) Cash and Cash Equivalents Cash and cash equivalents comprise cash at bank and in hand and demand deposits with banks and other ﬁnancial institutions, that are readily convertible into known amounts of cash, and which are subject to an insigniﬁcant risk of changes in value. n) Equity, Reserves and Dividend Payments Share capital represents the nominal (par) value of shares that have been issued. Share premium includes any premiums received on issue of share capital. Any transaction costs directly associated with the issuing of shares are deducted from share premium, net of any related income tax beneﬁts. Share based payments represents the value of equity settled share-based payments provided to employees, including key management personnel, and third parties for services provided. Translation reserve comprises foreign currency translation differences arising from the translation of ﬁnancial statements of the Group’s foreign entities into GBP on consolidation. Retained losses represent the cumulative retained losses of the Group at the reporting date. Merger relieve reserve arises from the acquisition of Oncogeni Ltd and Lyramid Pty Ltd whereby the excess of the fair value of the issued ordinary share capital issued over the nominal value of these shares is transferred to his reserve in accordance with section 612 of the Companies Act 2006. All transactions with owners of the parent are recorded separately within equity. No dividends are proposed for the period. Notes to the Financial Statements continued 52 Roquefort Therapeutics plc o) Earnings Per Ordinary Share The Company presents basic and diluted earnings per share data for its Ordinary Shares. Basic earnings per Ordinary Share is calculated by dividing the proﬁt or loss attributable to Shareholders by the weighted average number of Ordinary Shares outstanding during the period. Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for the effects of dilutive potential Ordinary Shares. p) Employee Beneﬁts Provision is made for Lyramid Pty Ltd’s liability for employee beneﬁts arising from services rendered by employees up to the end of the reporting period. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Short term obligations Liability for wages and salaries, including non-monetary beneﬁts, annual leave, long service leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee beneﬁt obligations Liability for annual leave and long service leave not expected to be settled within 12 months from the reporting date is recognised in the provision for employee beneﬁts and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date, using the projected unit credit method. Consideration is given to expected future wage and salary levels, of employee departures and period of service. Retirement beneﬁt obligations Contributions for retirement beneﬁt obligations are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payment is available. Contributions are paid into the fund nominated by the employee. Employee beneﬁts provision The liability for employee beneﬁts expected to be settled more than 12 months from the reporting date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account. q) Leases Leases are accounted for by recognising a right-of-use asset and a lease liability, except for leases of low value assets and leases with a duration of 12 months or less, for which the lease cost is expensed in the period to which it relates. A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated entity’s incremental borrowing rate. Lease payments comprise of ﬁxed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. Notes to the Financial Statements continued Annual Report & Financial Statements 2024 53 When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to proﬁt or loss if the carrying amount of the right-of-use asset is fully written down. Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for: lease payments made at or before commencement of the lease; initial direct costs incurred; and the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset. For contracts that both convey a right to the Group to use an identiﬁed asset and require services to be provided to the Group by the lessor, the Group has elected to account for the entire contract as a lease, i.e. it does not allocate any amount of the contractual payments to, and account separately for, any services provided by the supplier as part of the contract. r) Borrowings Borrowings are recognised initially at fair value, net of transaction costs. After initial recognition, loans are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are included in the initial recognition of the loan note. Borrowings are classiﬁed as current liabilities unless the Group has an unconditional right to defer settlement of the liability or at least 12 months after the end of the reporting period. Convertible loan notes classiﬁed as ﬁnancial liabilities and borrowings are recognised initially at fair value, net of transaction costs. After initial recognition, loans are subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are included in the initial recognition of the loan note. Borrowings are classiﬁed as current liabilities unless the Group has an unconditional right to defer settlement of the liability or at least 12 months after the end of the reporting period. s) Share-Based Payments The Company has applied the requirements of IFRS 2 Share-based payments. The Company issues equity settled share-based payments to the Directors and to third parties for the provision of services provided for assistance in raising private equity. Equity settled share-based payments are measured at fair value at the date of grant, or the date of the service provided. The fair value determined at the grant date or service date of the equity settled share-based payment is recognised as an expense, or recognised against share premium where the service received relates to assistance in raising equity, with a corresponding credit to the share-based payment reserve. The fair value determined at the grant date of equity settled share-based payment is expensed on a straight-line basis over the life of the vesting period, based on the Company’s estimate of shares that will eventually vest. Once an option or warrant vests, no further adjustment is made to the aggregate expensed. The fair value is measured by use of the Black Scholes model as the Directors view this as providing the most reliable measure of valuation. The expected life used in the model has been adjusted, based on management’s best estimates, for the effects of non-transferability, exercise restrictions and behavioural considerations. The market price used in the model is the quoted LSE closing price. The fair value calculated is inherently subjective and uncertain due to the assumptions made and the limitation of the calculation used. t) Financial Risk Management Objectives and Policies The Group does not enter into any forward exchange rate contracts. The main ﬁnancial risks arising from the Group’s activities are market risk, interest rate risk, foreign exchange risk, credit risk, liquidity risk and capital risk management. Further details on the risk disclosures can be found in Note 22. Notes to the Financial Statements continued 54 Roquefort Therapeutics plc u) Signiﬁcant Accounting Judgements, Estimates and Assumptions The preparation of the ﬁnancial statements in conformity with International Financial Reporting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Estimates and judgements are continually evaluated, and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Directors consider the signiﬁcant accounting judgements, estimates and assumptions used within the ﬁnancial statements to be: Impairment of intercompany loans The Group and the Company assess at each reporting date whether there is any objective evidence that loans to subsidiaries are impaired. To determine whether there is objective evidence of impairment, a considerable amount of estimation is required to determine future credit losses over the 12 month period of life time of the loan. Impairment of intangible assets and goodwill As at 31 December 2024 the Group has £5,343,505 of intangible assets which relate to £5,061,594 of in-progress research and development and £281,911 of goodwill related to the expected tax beneﬁts of the capitalised amounts. The Group has assessed whether there are any indicators of impairment by estimating the recoverable amount of each asset or cash-generating unit based on probable future cashflows. 4. Investments in Subsidiaries The parent company has investments in the following subsidiary undertakings which are unlisted: Incorporation Country of Registered Proportion of Name date incorporation address Holding voting rights Principal activity Oncogeni Ltd 29 May 2019 England 85 Great Portland Street, Ordinary 100% Biotechnology First Floor, London, shares research England, W1W 7LT company Lyramid Pty 1 July 2016 Australia Suite 4, Ordinary 100% Biotechnology Ltd 246-250 Railway Parade, shares research West Leederville, company WA 6007, Australia Tumorkine Pty 11 March 2022 Australia Suite 4, Ordinary 100% Dormant Limited 246-250 Railway Parade, shares West Leederville, WA 6007, Australia 5. Directors’ and Employees’ Remuneration The aggregate remuneration comprised: Group Group Company Company Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 2024 2023 2024 2023 £ £ £ £ Wages and salaries 338,440 929,019 292,047 808,135 N.I and other Social Security 25,031 98,363 25,031 98,363 Pension costs 26,882 54,949 19,613 43,460 Share-based payments 7,306 5,616 7,306 5,616 397,659 1,087,947 343,997 955,574 Notes to the Financial Statements continued Annual Report & Financial Statements 2024 55 Remuneration of Key Management Personnel Year ended Year ended 31 December 31 December 2024 2023 £ £ Salaries and short-term employee beneﬁts 279,546 613,000 Long term beneﬁts – – Post-employment beneﬁts 16,138 41,700 Share based payment charge 7,306 5,616 302,990 660,316 Key management personnel has been deﬁned as the directors of Roquefort Therapeutics plc only. The total remuneration of the highest paid director was £143,883 (2023: £305,800), including pension contributions of £10,675 (2023: £27,800). Further information about the remuneration of individual directors is provided in the Directors’ Remuneration Report. Average number of employees during the year (including Directors full time equivalent) Year ended Year ended 31 December 31 December 2024 2023 £ £ Continuing operations 6 10 At 31 December 2024 the Company had six (6) employees in total which were all Directors. Lyramid Pty Ltd has one (1) employee engaged in Research & Development. Oncogeni Ltd has no employees. 6. Revenue Year ended Year ended 31 December 31 December 2024 2023 £ £ Licence revenue – 200,000 There was no revenue generated in 2024. Revenue in 2023 was fully generated in the UK and represents licencing revenue for exclusive worldwide use (excluding Japan) for certain Midkine antibodies in the ﬁeld of medical diagnostics. Future revenue is subject to the reaching of certain commercial milestones with the initial £200,000 representing the initial non-refundable deposit. The Company expects the next milestone to be achieved in Q4 of 2025. The total revenue was generated from one customer. 7. Other Comprehensive Income Items credited/(charged) to the other comprehensive income line of the statement of comprehensive income relate to the impact of foreign exchange movements on cash and cash equivalents balances. The corresponding movement is offset against the currency translation reserve in the statement of ﬁnancial position: Year ended Year ended 31 December 31 December 2024 2023 £ £ Opening Balance 12,680 (14,365) Foreign exchange impact 57,251 27,045 Closing Balance 69,931 12,680 Notes to the Financial Statements continued 56 Roquefort Therapeutics plc 8. Operating Loss The following items have been charged to the statement of comprehensive income in arriving at the Group’s operating loss from continuing operations: Year ended Year ended 31 December 31 December 2024 2023 £ £ Directors’ and employee costs 390,353 856,333 Legal fees 45,055 28,182 Consulting and professional fees 116,740 217,876 Other expenditure 379,494 396,802 Administrative expenses 931,642 1,499,193 Share based payments to directors and senior management 10,958 10,402 Research and development expenditure 152,915 620,159 Total operating expenditure 1,095,515 2,129,754 During the year the Group obtained the following services from its auditor: Year ended Year ended 31 December 31 December 2024 2023 £ £ Audit Services Statutory audit – Group and Company 57,750 65,000 Non-audit services – – 57,750 65,000 The Group incurred £52,793 of ﬁnance charges during the year ended 31 December 2024 (2023: £nil). 9. Taxation Year ended Year ended 31 December 31 December 2024 2023 £ £ Current tax – – Deferred tax – – Australian R&D rebate 1 119,073 151,359 UK R&D rebate 123,693 36,334 Income tax credit 242,766 187,693 1 R&D tax rebate receivable represents refundable tax offsets, in cash, from the Australian Taxation Ofﬁce (“ATO”) in relation to expenditure incurred in the prior year for eligible research and development activities Notes to the Financial Statements Annual Report & Financial Statements 2024 57 Income tax can be reconciled to the loss in the statement of comprehensive income as follows: Year ended Year ended 31 December 31 December 2024 2023 £ £ Loss (1,214,569) (1,932,233) R&D tax rebate (242,766) (151,359) (1,457,335) (2,083,592) Tax at the corporation rate of 25% 364,334 520,898 Effect of overseas tax rates – – Expenditure disallowable for taxation (26,167) (65,298) Share based payment temporary difference on which no deferred tax asset has been recognised (5,366) (2,601) Remeasurement of deferred tax for changes in tax rates – 5,678 Tax losses on which no deferred tax asset has been recognised (332,801) (458,677) Total tax (charge)/credit – – UK – – Overseas – – Total tax (charge)/credit) – – The Group has accumulated tax losses of approximately £3,812,827 (2023: £3,301,716) that are available, under current legislation, to be carried forward indeﬁnitely against future proﬁts. The tax losses can be broken down to the following: Year ended Year ended 31 December 31 December 2024 2023 £ £ Australia (484,621) (350,039) United Kingdom (3,328,206) (2,951,677) Carried forward tax losses (3,812,827) (3,301,716) A deferred tax asset has not been recognised in respect of these losses due to the uncertainty of future proﬁts. The amount of the deferred tax asset not recognised is approximately £1,087,886 (2023: £837,982). Year ended Year ended 31 December 2024 31 December 2023 £ £ UK AU UK AU Opening balance (728,319) (87,510) (372,176) (31,285) Tax effect of temporary differences: Accumulated losses (268,694) (33,645) (392,477) (56,225) Deductible temporary differences 30,282 – 36,334 – Deferred tax (asset) not recognised (966,731) (121,155) (728,319) (87,510) The Company calculated the UK deferred tax balances at 25% and the Australian deferred tax balances at the current small company tax rate of 25%, which is expected to continue in future periods. Notes to the Financial Statements continued 58 Roquefort Therapeutics plc 10. Earnings Per Share Year ended Year ended 31 December 31 December 2024 2023 £ £ Loss attributable to equity shareholders (971,803) (1,744,540) Weighted average number of ordinary shares 130,034,227 129,149,998 Loss per share in pence Basic (0.75) (1.35) Diluted (0.75) (1.35) There is no difference between the diluted loss per share and the basic loss per share presented. Share options and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share as they are anti-dilutive for the year presented. As at the end of the ﬁnancial period there were 25,620,300 (2023: 23,875,000) warrants in issue. 11. Intangible Assets In-progress R&D Goodwill Total £ £ £ Cost At 1 January 2024 5,061,594 281,911 5,343,505 At 31 December 2024 5,061,594 281,911 5,343,505 Amortisation At 1 January 2024 – – – Amortisation – – – Impairment Charge – – – At 31 December 2024 – – – Carrying value At 31 December 2024 5,061,594 281,911 5,343,505 In-progress R&D Goodwill Total £ £ £ Cost At 1 January 2023 5,061,594 281,911 5,343,505 At 31 December 2023 5,061,594 281,911 5,343,505 Amortisation At 1 January 2023 – – Amortisation – – – Impairment Charge – – – At 31 December 2023 – – – Carrying value At 31 December 2023 5,061,594 281,911 5,343,505 The Directors have concluded that there has been no impairment of the goodwill associated with the acquisition of Lyramid Pty Ltd at 31 December 2024. The Goodwill represents the offsetting balance to the deferred tax liability for the acquisition of Lyramid Pty Ltd. Notes to the Financial Statements continued Annual Report & Financial Statements 2024 59 At 31 December 2024, the Group performed its annual impairment test in relation to intangible assets not yet available for use and identiﬁed no indicators of impairment in line with IAS 36 Impairment of Assets, as all acquired in-progress R&D programs are in active development and progressing as planned. At the test date, it was determined that due to the ongoing pre-clinical research and development in-progress R&D acquired, there was too much uncertainty to estimate a value-in-use, based on discounted future cash flows from the assets. The Group estimated fair value less costs to sell, by referring to market transactions for pre-clinical and clinical oncology drug candidates. Due to the nature of oncology drug development, the fair value is not considered to be particularly sensitive to any one underlying valuation assumption other than the ultimate outcome of drug development and commercialisation, which is binary. Accordingly, the Group has concluded that the estimated recoverable amount of the assets did exceed the carrying amount and therefore no impairment was identiﬁed. 12. Investments Shares in Investment Investment in subsidiary in Lyramid Pty Ltd Oncogeni Ltd undertakings Company £ £ £ Cost at 1 January 2024 1,015,695 3,859,079 4,874,774 Additions – – – Cost at 31 December 2024 1,015,695 3,859,079 4,874,774 Impairment At 1 January 2024 – – – Charge for the period – – – At 31 December 2024 – – – Net book value at 31 December 2024 1,015,695 3,859,079 4,874,774 Shares in Investment Investment in subsidiary in Lyramid Pty Ltd Oncogeni Ltd undertakings Company £ £ £ Cost at 1 January 2023 1,015,695 3,859,079 4,874,774 Additions – – – Cost at 31 December 2023 1,015,695 3,859,079 4,874,774 Impairment At 1 January 2023 – – – Charge for the period – – – At 31 December 2023 – – – Net book value at 31 December 2023 1,015,695 3,859,079 4,874,774 The Directors have concluded that there has been no impairment to the investment in Oncogeni Ltd or Lyramid Pty Ltd at 31 December 2024. Impairment review disclosures required by IAS36 are included in note 11 to the ﬁnancial statements. Notes to the Financial Statements continued 60 Roquefort Therapeutics plc 13. Property, Plant & Equipment Group and Company Equipment Total Cost As at 1 January 2023 – – Additions 54,042 54,042 Disposals – – As at 31 December 2023 54,042 54,042 Additions – – Disposals – – As at 31 December 2024 54,042 54,042 Accumulated depreciation As at 1 January 2023 – – Charge for the period (3,890) (3,890) Disposals – – As at 31 December 2023 (3,890) (3,890) Charge for the period (5,404) (5,404) Disposals – – As at 31 December 2024 (9,294) (9,294) Net book value As at 31 December 2023 50,152 50,152 As at 31 December 2024 44,748 44,748 As at 31 December 2024 the Group did not have any right to use assets. 14. Trade and Other Receivables Group Group Company Company 31 December 31 December 31 December 31 December 2024 2023 2024 2023 £ £ £ £ Other receivables 14,188 105,242 7,360 95,054 Prepayments and accrued income 11,192 52,347 8,539 29,934 25,380 157,589 15,899 124,988 There are no material differences between the fair value of trade and other receivables and their carrying value at the year end. No receivables were past due or impaired at the year end. 15. Cash and Cash Equivalents Group Group Company Company 31 December 31 December 31 December 31 December 2024 2023 2024 2023 £ £ £ £ Cash at bank and in hand 337,112 537,322 326,670 301,674 The Directors consider the carrying amount of cash and cash equivalents approximates to their fair value. Notes to the Financial Statements continued Annual Report & Financial Statements 2024 61 16. Trade and Other Payables Group Group Company Company 31 December 31 December 31 December 31 December 2024 2023 2024 2023 £ £ £ £ Trade creditors 23,033 144,841 18,026 82,058 Accruals and other creditors 156,690 162,273 111,368 100,854 179,723 307,114 129,394 182,912 The fair value of trade and other payables approximates their current book values. 17. Borrowings Group Group Company Company 31 December 31 December 31 December 31 December 2024 2023 2024 2023 £ £ £ £ Convertible loan note 400,092 – 400,092 – 400,092 – 400,092 – The Convertible Loan Note (CLN) issued by Roquefort Therapeutics plc involves a principal amount of £655,000 (£584,915 after issue discount and fees) with a ﬁxed interest rate of 12.5% per annum repayable in May 2025. £44,857 of interest was recorded through the proﬁt and loss in the current year as well as a £52,793 ﬁnance charge. The notes are to be redeemed after one year unless converted into ordinary shares at a speciﬁed conversion price upon a conversion event. The CLN is unsecured and ranks equally with other unsecured obligations. On 7 November 2024 £267,106 convertible loan notes were converted resulting in the issue of 6,586,604 new ordinary shares in the Company. 18. Deferred Tax Liabilities Group Company £ £ At 1 January 2023 281,911 – Additions – – At 31 December 2023 281,911 – Additions – – At 31 December 2024 281,911 – Deferred tax liability is the expected tax implication from the amortisation of the intangible asset acquired as part of the Lyramid Pty Ltd transaction. 19. Share Capital Issued and fully paid Ordinary Share Share Shares Capital Premium Total Group and Company No. £ £ £ As at 31 December 2023 129,149,998 1,291,500 4,403,094 5,694,594 Issue of ordinary shares 1 6,586,604 65,866 216,699 282,565 As at 31 December 2024 135,736,602 1,357,366 4,619,793 5,977,159 1 Issue of 6,586,604 ordinary shares for the partial conversion of a convertible loan note in the Company Notes to the Financial Statements continued 62 Roquefort Therapeutics plc 20. Share Based Payment Reserves The share-based payments reserve is used to recognise the value of equity-settled share-based payments provided to employees, including key management personnel and external parties as part of their remuneration. 2024 2023 Group and Company £ £ Opening balance 385,537 375,135 NED and Advisor warrants issued 1 10,958 10,402 CLN Broker warrants 2 10,505 – At 31 December 407,000 385,537 1 On 26 June 2022, Ms Jean Duvall, Dr Simon Sinclair and Professor Trevor Jones were awarded 300,000 NED and Advisor warrants each. These warrants entitle the warrant holder to subscribe for one ordinary share at £0.15 per ordinary share. 50% Warrants are exercisable one year after grant date with the remaining balance exercisable two years after grant date (April 2024). The expense in 2024 represents the warrants that have vested in the current year. 2 On 23 May 2024 497,800 warrants were issued to various brokers as a fee for the Convertible loan Note issued by the Company. The warrants have an exercise price of 7.5p and expire 5 years from grant date. The fair value of the services received in return for the warrants granted are measured by reference to the fair value of the warrants granted. The estimate of the fair value of the warrants granted is measured based on the Black-Scholes valuations model. Measurement inputs and assumptions are as follows: Number of Share Exercise Expected Expected Risk free Expected Warrant warrants Price Price volatility life rate dividends Director 750,000 £0.05 £0.05 50.00% 5 0.15% 0.00% Director 750,000 £0.05 £0.10 50.00% 5 0.15% 0.00% Senior Mgt 4,500,000 £0.10 £0.15 50.00% 5 0.15% 0.00% NED and Advisor 900,000 £0.08 £0.15 50.00% 5 0.15% 0.00% CLN Broker warrants 497,800 £0.06 £0.075 50.00% 5 3.63% 0.00% TOTAL 7,397,800 Number of Exercise Warrants Warrants Price Expiry date As at 1 January 2022 34,475,000 £0.105 – Issued on 28 April 2022 900,000 £0.15 28 April 2027 At 31 December 2022 35,375,000 £0.106 Expired during the year (11,500,000) £0.102 21 March 2023 As at 31 December 2023 23,875,000 £0.109 Expired during the year (4,975,000) £0.095 Granted during the year 6,720,300 £0.075 22 May 2027 As at 31 December 2024 25,620,300 £0.103 The weighted average time to expiry of the warrants as at 31 December 2024 4.32 years (2023: 3.99 years). Of the total number of warrants outstanding at 31 December 2024, 25,620,300 (2023: 23,425,000) had vested and were exercisable The expected volatility was calculated using the Exponentially Weighted Moving Average Mode. Due to limited trading history comparable listed peer company information was used. Notes to the Financial Statements continued Annual Report & Financial Statements 2024 63 21. Merger Relief Reserve Under Companies Act Section 612, Merger relief reserve applies when a company has secured at least a 90% equity holding in another company in return for an allotment of equity shares in the issuing company. It requires that section 610 does not apply to the premium on those shares (i.e. no share premium recognised) and instead a Merger relief reserve is recognised. Group and Company £ At 31 December 2023 3,700,000 Movement during the year – At 31 December 2024 3,700,000 22. Financial Instruments and Risk Management Capital Risk Management The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The overall strategy of the Group is to minimise costs and liquidity risk. The capital structure of the Group consists of equity attributable to equity holders of the Group, comprising issued share capital, reserves and retained earnings as disclosed in the Statement of Changes of Equity. The Group is exposed to a number of risks through its normal operations, the most signiﬁcant of which are interest, credit, foreign exchange, commodity and liquidity risks. The management of these risks is vested to the Board of Directors. The sensitivity has been prepared assuming the liability outstanding was outstanding for the whole period. In all cases presented, a negative number in proﬁt and loss represents an increase in ﬁnance expense / decrease in interest income. Credit Risk Credit risk is the risk of ﬁnancial loss to the Group if a customer or counterparty to a ﬁnancial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers. Indicators that there is no reasonable expectation of recovery include, amongst others, failure to make contractual payments for a period of greater than 120 days past due. The carrying amount of ﬁnancial assets represents the maximum credit exposure. The principal ﬁnancial assets of the Group are bank balances. The Group deposits surplus liquid funds with counterparty banks that have high credit ratings, and the Directors consider the credit risk to be minimal. The Group’s maximum exposure to credit by class of individual ﬁnancial instrument is shown in the table below: Carrying Maximum value at exposure at 31 December 31 December 2024 2024 £ £ Trade receivables – – Other receivables 14,188 14,188 Cash and cash equivalents 337,112 337,112 351,300 351,300 Notes to the Financial Statements continued 64 Roquefort Therapeutics plc Carrying Maximum value at exposure at 31 December 31 December 2023 2023 £ £ Trade receivables – – Other receivables 105,242 105,242 Cash and cash equivalents 537,322 537,322 642,564 642,564 Currency Risk The Group operates in a global market with income and costs possibly arising in a number of currencies and is exposed to foreign currency risk arising from commercial transactions, translation of assets and liabilities and net investment in foreign subsidiaries. Exposure to commercial transactions arise from sales or purchases by operating companies in currencies other than the Group’s functional currency. Currency exposures are reviewed regularly. The Group has a limited level of exposure to foreign exchange risk through their foreign currency denominated cash balances and a portion of the Group’s costs being incurred in Australian Dollars. Accordingly, movements in the Sterling exchange rate against these currencies could have a detrimental effect on the Group’s results and ﬁnancial condition. Currency risk is managed by maintaining some cash deposits in currencies other than Sterling. The table below shows the currency proﬁles of cash and cash equivalents: At 31 December At 31 December 2024 2023 Cash and cash equivalents £ £ Sterling 325,943 501,373 Australian Dollars 10,028 34,825 US Dollars 1,141 1,124 337,112 537,322 Liquidity Risk Liquidity risk is the risk that the Group will encounter difﬁculty in meeting the obligations associated with its ﬁnancial liabilities that are settled by delivering cash or another ﬁnancial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will have sufﬁcient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure that sufﬁcient liquidity is available to meet foreseeable needs and to invest cash assets safely and proﬁtably. The Group deems there is sufﬁcient liquidity for the foreseeable future. The principal current asset of the business is cash and cash equivalents and is therefore the principal ﬁnancial instrument employed by the Group to meet its liquidity requirements. The Board ensures that the business maintains surplus cash reserves to minimise any liquidity risk. The ﬁnancial liabilities of the Group and Company, predominantly trade and other payables, are mostly due within 3 months (2023: 3 months) of the Consolidated Statement of Financial Position date; therefore, the undiscounted amount payable is the same as their carrying value. Further analysis of commitments is provided in note 24. All other non- current liabilities are due between 1 to 5 years after the period end. The Group does not have any borrowings or payables on demand which would increase the risk of the Group not holding sufﬁcient reserves for repayment. Notes to the Financial Statements continued Annual Report & Financial Statements 2024 65 The Group had cash and cash equivalents at period end as below: At 31 December At 31 December 2024 2023 £ £ Cash and cash equivalents 337,112 537,322 337,112 537,322 Interest Rate Risk The Group is exposed to interest rate risk whereby the risk can be a reduction of interest received on cash surpluses held and an increase in interest on borrowings the Group may have. The maximum exposure to interest rate risk at the reporting date by class of ﬁnancial asset was: At 31 December At 31 December 2024 2023 £ £ Bank balances 337,112 537,322 337,112 537,322 The Group does not currently earn interest on its cash deposits. 23. Financial Assets and Financial Liabilities Group Financial Financial Assets Liabilities At amortised At amortised 31 December 2024 Cost Cost Total Financial assets/liabilities £ £ £ Trade and other receivables 14,188 – 14,188 Cash and cash equivalents 337,112 – 337,112 Trade and other payables – (23,033) (23,033) Borrowings – (400,092) (400,092) 351,300 (423,125) (71,825) Group Financial Financial Assets Liabilities At amortised At amortised 31 December 2023 Cost Cost Total Financial assets/liabilities £ £ £ Trade and other receivables 70,243 – 70,243 Cash and cash equivalents 537,322 – 537,322 Trade and other payables – (307,114) (307,114) 607,565 (307,114) 300,451 Notes to the Financial Statements continued 66 Roquefort Therapeutics plc Company Financial Financial Assets Liabilities At amortised At amortised 31 December 2024 Cost Cost Total Financial assets/liabilities £ £ £ Trade and other receivables 7,360 – 7,360 Intercompany receivables 615,409 – 615,409 Cash and cash equivalents 326,670 – 326,670 Trade and other payables – (18,026) (18,026) Borrowings – (400,092) (400,092) 949,439 (418,118) 531,321 Company Financial Financial Assets Liabilities At amortised At amortised 31 December 2023 Cost Cost Total Financial assets/liabilities £ £ £ Trade and other receivables 95,054 – 95,054 Intercompany receivables 812,951 – 812,951 Cash and cash equivalents 301,674 – 301,674 Trade and other payables – (182,912) (182,912) 1,209,679 (182,912) 1,026,767 24. Commitments At 31 December At 31 December 2024 2023 £ £ Committed at the reporting date but not recognised as liabilities, payable: Research & Development – 20,619 – 20,619 25. Contingent Liabilities The purchase agreement for Lyramid Pty Ltd in December 2021 included an additional contingent deferred consideration to the Seller to be satisﬁed in the form of Ordinary Shares as follows: (a) if prior to ﬁfth anniversary of Admission (on 21 December 2021), the Company’s market capitalisation exceeds £25,000,000 for a period of 5 or more consecutive trading days the Company shall issue to the Seller (or its nominee) 5,000,000 Ordinary Shares; and (b) if prior to ﬁfth anniversary of Admission (on 21 December 2021) the Company’s market capitalisation exceeds £50,000,000 for a period of 5 or more consecutive trading days the Company shall issue to the Seller (or its nominee) a further 5,000,000 Ordinary Share. The fair value of contingent deferred consideration was estimated to be nil at acquisition, at 31 December 2024 and at 31 December 2023. As there is inherent uncertainty as to when, and if, the milestone will be achieved the Group has disclosed the amount as a contingent liability as at year end. There were no other contingent liabilities at 31 December 2024 or 31 December 2023. Notes to the Financial Statements continued Annual Report & Financial Statements 2024 67 26. Related Party Transactions In 2024 £30,093 and £11,975 was paid to Tareginald LLP and ROQ Corporate Ltd, companies controlled by CEO Ajan Reginald and Chairman Stephen West respectively for consulting work (2023: £nil). As at 31 December 2024, the Company owed related parties £nil (2023: £nil). 27. Post Reporting Date Events Sale of Lyramid Pty Ltd On 3 February 2025, Roquefort Therapeutics plc signed a binding share purchase agreement for the sale of its wholly owned subsidiary, Lyramid Pty Ltd, to Pleiades Pharma Ltd for a total consideration of US$10.8 million. The consideration consists of equity in Pleiades, along with potential upfront cash payments upon completion of the transaction. The transaction is subject to certain closing conditions, including Pleiades completing a fundraising round by 30 June 2025. Lyramid holds the Group's Midkine patents, and the sale is expected to provide Roquefort Therapeutics with a material equity stake in a well-funded clinical-stage biotech company. Proposed Sale of Oncogeni Ltd On 10 March 2025, Roquefort Therapeutics plc signed a non-binding term sheet for the proposed sale of its wholly owned subsidiary Oncogeni Ltd, to The Nation Trust Holding LLC. The agreed consideration for the transaction is up to US$12 million, which will be payable through a combination of upfront and milestone payments. The transaction is subject to ﬁnalisation of a binding share purchase agreement. Oncogeni holds exclusive rights to the Mesodermal Killer cell (MK) and STAT-6 siRNA patents. Fundraise On 14 March 2025 the Company raised £236,000 by way of a private placing of 15,733,333 new ordinary shares in the capital of the Company at a price of 1.5p per share, being a discount of 6.25% to the closing price of 1.6p on 13 March 2025. In addition, the Company received a notice to convert a total face value of £50,000 convertible loan notes resulting in the issue of 3,507,548 new ordinary shares in the Company. Board Changes On 17 March 2025 Ajan Reginald and Prof. Sir Martin Evans resigned as CEO, and Non-Executive Director respectively. Dr Darrin M Disley OBE was appointed Interim Managing Director on the same date. 28. Ultimate Controlling Party As at 31 December 2024, there was no ultimate controlling party of the Company. 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