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:
5. Directors’ and Employees’ Remuneration
The aggregate remuneration comprised:
Notes to the Financial Statements
continued

Annual Report & Financial Statements 2024 55
Remuneration of Key Management Personnel
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)
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
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:
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:
During the year the Group obtained the following services from its auditor:
The Group incurred £52,793 of finance charges during the year ended 31 December 2024 (2023: £nil).
9. Taxation
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:
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:
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).
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
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
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
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
As at 31 December 2024 the Group did not have any right to use assets.
14. Trade and Other Receivables
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
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
The fair value of trade and other payables approximates their current book values.
17. Borrowings
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
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
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.
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:
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.
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:
Notes to the Financial Statements
continued

64 Roquefort Therapeutics plc
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:
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:
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:
The Group does not currently earn interest on its cash deposits.
23. Financial Assets and Financial Liabilities
Notes to the Financial Statements
continued

66 Roquefort Therapeutics plc
24. Commitments
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.
Notes to the Financial Statements
continued

Roquefort Therapeutics plc
85 Great Portland Street
First Floor
London W1W 7LT
www.roquefortplc.com
Perivan.com