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Annual Report & Financial Statements
for the year ended 31 December 2022
Company Registration No. 10776788 (England and Wales)

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GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
CONTENTS
Page
Company Information 3
Chairman’s Statement 4
Board of Directors and Senior Management 7
Directors’ Report 9
Strategic Report 13
Governance Report 18
Remuneration Report 22
Independent Auditors’ Report 25
Statement of Comprehensive Income 30
Statement of Financial Position – Consolidated 31
Statement of Financial Position – Company 32
Statement of Cashflows – Consolidated 33
Statement of Cashflows – Company 34
Statement of changes in equity – Consolidated 35
Statement of changes in equity – Company 36
Notes to the Financial Statements 37
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GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
COMPANY INFORMATION
DIRECTORS
Roby Zomer
Victor Bolduev
Pavel Kobzev
Alex Brooks
Yifat Steuer
COMPANY SECRETARY
Anthony Eastman
REGISTERED OFFICE
Eccleston Yards
25 Eccleston Place
London, SW1W 9NF
REGISTERED NUMBER
10776788
BROKERS
Turner Pope Investments (TPI) Ltd
8 Fredrick’s Place
London, EC2R 8AB
INDEPENDENT AUDITOR
PKF Littlejohn LLP
15 Westferry Circus
London, E14 4HD
SOLICITORS
Memery Crystal
165 Fleet Street
London, EC4A 2DY
BANKERS
HSBC Bank Plc
153 North Street
Brighton, BN1 1SW
SHARE REGISTRARS
Share Registrars
The Courtyard
17 West Street
Farnham, GU7 7DR

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GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
CHAIRMAN’S STATEMENT
Our first year as a London Stock Exchange listed company has been one of significant achievement as we
continued to build foundations that will enable us to deliver excellent performance across our divisions –
The Polymer Modification division for industrial applications, where we develop solutions for complex
and challenging client problems, and the GraftBio division, launched in 2020, which is focused on
providing solutions to the Bio/Pharma sector. There is an ever-increasing demand for polymer
modifications across multiple industries and geographies, and as an established business with a six-year
history and a management team with over 15 years experience, we are in a prime position to take
advantage of this growth trend.
Having developed a proprietary set of polymer modification technologies, which use recycled raw
materials and a closed loop system to reduce waste, our technology can improve existing products and
processing methodologies by enhancing performance, simplifying manufacturing, reducing material
consumption, widening the choice of feedstocks, and reducing costs. Our motto “combine incompatible"
summarises the core of Graft Polymer’s business: the use of a diverse range of modification technologies
to combine otherwise incompatible molecular components into polymer composites.
During the period, the Company has made material progress at its state-of-the-art 1,300m
2
Slovenian
production and R&D facility as outlined in its IPO prospectus, installing an additional production line,
doubling its potential output to 6,000 tonnes per annum, and significantly increasing its storage capacity.
This expansion is part of our long-term strategy, and it is critical as we focus on targeting larger clients
and support businesses in the polymer sector that require backup production capability.
The Company won its first revenue generating commercial order for 50,000 units of MGC
Pharmaceuticals’ product, ArtemiC™ Rescue on 18 August 2022 which uses the Company’s GraftBio
proprietary drug delivery system. This drug has gone on to be listed as an over-the-counter drug on the
US Food and Drug Administration’s National Drug Code Database (‘NDC’), enabling sales in the US.
Additionally, Graft Polymer has completed the expansion of its specialist bio-pharma facilities in Slovenia
and was granted its HACCP certification during the year, a major milestone which enables Graft Polymer
to commercialise its IP for bio/pharma applications, developing and supplying active pharmaceutical
ingredients and drug delivery platforms for use in the food supplement market, thereby introducing a
further revenue stream to our business.
The Slovenian facility has been granted ISO 14001 accreditation in recognition of the environmental
management systems in place to reduce waste with the closed loop processing technique minimising
waste to almost zero. The Board continues to place considerable emphasis on achieving the highest
possible environmental and performance standards.
Review of Operations for the 12 months to 31 December 2022
Highlights
Corporate
- Successful IPO on the London Stock Exchange in January 2022
- Equity raising of £5 million on IPO to accelerate growth
Financial
- Cash and cash equivalents at Period end were £1.64 million
- Loss before taxation for the year was £2.705 million (incl. £858k share based payments - non cash)
- Net cash inflow for the period was £1.057 million
- The Group held net assets at Period end of £4.554 million

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GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
CHAIRMAN’S STATEMENT
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Operations
- Considerable progress at our state-of-the-art 1,300m
2
Slovenian R&D and production facility:
o Installation of additional production line, doubling potential output to 6,000 tons per
annum, and significantly increasing our storage capacity
o Expansion is part of the strategy to focus on securing commercial orders from larger
clients and supporting businesses in the polymer sector
o With a two-fold increase in the physical footprint of the Slovenian facility, both in
capacity and storage space, Graft Polymer remains well positioned to target larger,
regular orders of multiple products from customers, at attractive margins
- Granted a Hazard Analysis and Critical Control Point ("HACCP") certification which enables Graft
Polymer to commercialise its IP for bio/pharma applications, specifically to supply third-party
active pharmaceutical ingredients and our proprietary drug delivery platforms for use in the
food supplement market
- Grant of ISO 14001 accreditation for our Slovenian facility in recognition of the environmental
management systems in place to reduce waste with the closed loop processing technique
minimising waste to almost zero.
Commercial Progress
- Won first revenue generating commercial order for 50,000 units of MGC Pharmaceuticals
product, ArtemiC™ Rescue on 18 August 2022, which uses the Company’s GraftBio proprietary
drug delivery system
- December 2022 saw the Group's strongest month of sales in the year which followed month-on-
month sales growth in 2022. The pipeline for 2023 is looking healthy as the Company looks to
capitalise on the enlargement of its operations with larger mandates
- Expansion into the cosmetics industry through the receipt of a small-scale commercial purchase
order to the Group's GraftBio division, demonstrating our ability to meet rigorous cosmetic
testing requirements.
Intellectual Property & R&D
- Seven patents awarded during the financial year including:
o FIPO 2765946, covering supersaturated self-nano-emulsifying drug delivery system for
slightly water-soluble pharmaceutical compositions and method for its preparation;
o SIPO 26054, covering super-saturable oil-free self-nano-emulsifying drug delivery
system for poorly water-soluble pharmaceuticals composition and procedure of
preparation thereof;
o SIPO 26056, covering self-emulsifying concentrate of cannabinoid-ionic complex and
method for its preparation;
o SIPO 26070, covering the method for industrial production of modified polymers and
device for its realisation; and
o SIPO 26071, covering the method for production of a modified polymer.
- Seeking patents for Graft Polymer proprietary products is in line with the Company's layered IP
strategy.

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GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
CHAIRMAN’S STATEMENT
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Outlook
For the year ahead, we have several key initiatives that will contribute to our ambition of continued
product and sales growth. We plan to expand our global reach by establishing new partnerships and
distribution channels in emerging markets. We will also continue to invest in research and development
to create innovative products that meet the evolving needs of our customers. Finally, we will maintain
our commitment to sustainability by adopting eco-friendly practices and reducing our carbon footprint.
We have built long term foundations during the past year, enabling us to double our production capacity,
positioning us to target larger customers in the industry. Our unique and proprietary product offering
gives us a competitive edge in the market, and we are confident that we can continue to build on our
success in the coming year.
In summary, during the period our Company has strengthened its positioning for future growth and is
now in a position to take on larger orders, with higher margins, at a time when demand for polymer
solutions is high. We are optimistic about the projected uplift in the polymer market and are confident in
our ability to meet the demands of this growing market. With our unique offerings, strong leadership, and
key initiatives, we are well-prepared to capitalise on opportunities and achieve continued success in the
coming year and beyond.
I would like to express my gratitude to our shareholders for their support, and I look forward to sharing
our progress with the market in what promises to be a positive year for the Company. With our continued
focus on innovation and operational excellence, we are confident that we can achieve our growth
objectives and deliver value for all stakeholders.
Roby Zomer – Non-Executive Chair
26 April 2023

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GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
BOARD AND SENIOR MANAGEMENT
BOARD OF DIRECTORS
Roby Zomer – Non-executive Chair
Roby Zomer is the Non-Executive Chair of the Company, having been involved in the Group’s business
since its inception. Roby brings more than two decades of experience in science, leadership, business
creation and operations and global development strategies, all in cutting-edge industries, and at the
highest governmental levels. His career has spanned multiple disciplines and areas of expertise, beginning
with medical training at leading Israeli medical institutions and shifting to technological development and
logistics of personnel deployment during his military service in the Israel Defence Force.
Roby’s first company, Green City, focussed on the idea of promoting fuel alternatives and clean water
technology. Green City rapidly became a global ambassador company for Israel and was purchased by
Rafael, Israel’s government-owned military technology hub, as it was determined to be a strategically
significant asset.
He joined MGC Pharmaceuticals Limited as co-founder and Chief Technical Officer, and now serves as its
Managing Director and Chief Executive Officer. MGC Pharmaceuticals Limited is an emerging phyto-
pharma company with a focus on phytocannabinoids, the therapeutic elements of the cannabis plant. This
has led to a seven-year period where Roby broadened his understanding of technological development
and pharmaceutical regulation and has led to a return for Roby to agroscience, on the path to shaping the
company into a fully-fledged biopharmaceutical company with market-approved products.
Victor Bolduev – Chief Executive Officer and Chief Technical Officer
Victor is the founder, CEO and CTO of the Group, with more than 30 years’ experience in industrial sectors,
more than 20 years working in the polymer industry. Victor brings expert experience in the polymer
industry, leadership, value creation and cutting-edge innovation.
During this time, Victor has worked in various polymer modification companies in Russia, Thailand and
Slovenia.
Victor is a non-executive director for a number of companies, including Victor Bolduev IP and Polymer
Innovations Inc. He is the author of 11 patents relating to polymer modification and drug delivery systems.
Victor graduated from St Petersburg University and Tashkent Military’s University (in each case with
Honours). He is known as a polymer chemist who has developed multiple innovative technologies and
product brands in the polymer modification and bio sectors.
Yifat Steuer – Executive Director and Chief Financial Officer (CFO)
Yifat Steuer, qualified as a chartered accountant with Deloitte before moving into industry. She has over
20 years’ experience as a well-versed CFO ranging from global blue-chip companies to hands-on
implementation in SMEs and start-ups. She has worked internationally for the majority of her career at
firms including Johnson & Johnson and GlaxoSmithKline. While at Marken, Yifat was the Chief Accounting
Officer heading the global shared services accounting and payable teams. She led vendor due diligence
for the sale of Marken to UPS. As part of her community contribution, Yifat took a 9-month assignment
as the CFO and Treasurer of the British Transport Police Authority. She has a proven track record in
pharmaceuticals, manufacturing, logistics, distribution, medical technology, and digital health industries.
Pavel Kobzev – Executive Director and Chief Marketing Officer (CMO)
Pavel Kobzev serves as the Chief Marketing Officer of the Group, with over 10 years’ experience in project
management and market analysis. He served in the Israeli Defence Forces Elite Intelligence 8200 unit as
Managing Operations Leader and has expertise in the security solutions and design solutions and design
industries.
Pavel began his career at Magal, an intelligent security company in Israel, where he served as a field
engineer responsible for managing a team that designed innovative security solutions for products in the
information technology and physics fields, while carrying out market analysis in connection with these
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BOARD AND SENIOR MANAGEMENT
solutions. The team was responsible for a number of multi-million-pound projects, including the
implementation of the smart fence solution at the Israeli border, including software updates.
Alexander (Alex) Brooks – Independent Non-Executive Director
Alexander Brooks is an experienced capital markets professional, having worked in a range of roles
primarily in public equity markets but also including exposure to private markets and to debt securities.
Alexander has worked as a buy-side and sell-side analyst at a number of large financial institutions,
including JPMorgan and UBS, and is currently a Senior Equity Analyst with Canaccord Genuity (UK). He
focusses on industrial technology companies in several sectors, notably sustainability, energy and energy
transition, and chemicals.
SENIOR MANAGEMENT
Anthony Eastman – Company Secretary
Anthony Eastman is a member of the CAANZ and ICAEW and a current Partner at Orana Corporate LLP.
Anthony has a number of years’ experience in financial management and corporate advisory services,
primarily in the natural resources sector, along with extensive experience in the public company
environment, having been a director and company secretary of a number of ASX and AIM junior mining
and oil & gas focused companies.
He has relevant management experience having previously worked with Ernst & Young and CalEnergy Gas
Ltd, a subsidiary of the Berkshire Hathaway Group of Companies in both Australia and the United
Kingdom.
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GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
DIRECTORS’ REPORT
The Directors present their report with the audited financial statements of Graft Polymer (UK) plc (“the
Company") and its subsidiaries together “the Group” for the year ended 31 December 2022. A
commentary on the business for the period is included in the Chairman’s Statement on pages 4 to 5. A
review of the business is also included in the Strategic Report on pages 12 to 18.
Directors
The Directors of the Company during the period and their beneficial interest in the Ordinary shares of
the Company as at 31 December 2022 were as follows:
Director Position Appointed Ordinary shares Options
Roby Zomer
1
Non-Executive Chair 18-May-17 6,326,510 1,700,000
Victor Bolduev CEO / CTO 18-Sep-17 30,454,613 2,200,000
Pavel Kobzev CMO & Executive
Director
25-May-19 1,356,886 1,600,000
Yifat Steuer CFO & Executive
Director
21-Dec-21 189,761 1,673,611
Alex Brooks Non-Executive
Director
21-Dec-21 418,605 1,000,000
1
4,576,163 Ordinary shares held by Roby Zomer were held by Chitta Lu Limited and 1,750,347 were held
by Sputnik Enterprises Limited, entities in which Roby Zomer has a beneficial interest in.
Substantial shareholders
As at 31 December 2022, the total number of issued Ordinary Shares with voting rights in the Company
was 104,097,229. Details of the Company’s capital structure and voting rights are set out in note 20 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, noting total shares on issue as at the date of approval of this
report being 21 April 2023:
Party Name
Number o
f
Ordinary
Shares
% o
f
Share Capital
Victor Bolduev 30,454,612 29.26
Alba Capital Limited 13,935,020 13.39
JIM Nominees Ltd 11,508,254 11.06
Pershing Nominees Limited
9,794,310 9.41
Roby Zomer 6,326,510 6.08
Platypus Assets Pty Ltd 6,250,000 6.00
Vidacos Nominees Limited 3,879,490 3.73
Nortrust Nominees Limited 3,357,882 3.23
Financial instruments
Details of the use 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
As the Group has begun manufacturing this year they have seen energy consumption increase
significantly. In the year ended December 2022 the Slovenian subsidiary consumed approximately
160,000 kwh of energy relating to production of polymer products.
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DIRECTORS’ REPORT
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The Board are aware of the extended climate disclosures for listed entities specifically alluded to the in
the listing rules however are yet to undertake any substantive planning or governance around the issue.
The Directors consider energy consumption and by-product waste from production to be the most
significant factors affecting the environment and consequently the related reporting requirements. As the
Group has relatively recently entered the production phase they are still in the gathering data as to the
size of their environmental footprint.
As a result of this the Directors in conjunction with the in-country manufacturing team will review the
energy consumption on a regular basis and look to implement strategies to optimise efficiency where
possible.
Dividends
The Directors do not propose a dividend in respect of the period ended 31 December 2022.
Future developments and events subsequent to the year end
Further details of the Company’s future developments and events subsequent to the period-end are set
out in the Strategic Report.
Corporate Governance
The Governance report forms part of the Director’s Report and is disclosed on pages 19 to 24.
Going Concern
The Directors, having made due and careful enquiry, are of the opinion that the Company and the newly
formed Group have adequate working capital to execute its operations over the next 12 months. They
have based this opinion primarily on the promising revenue trends and predictions seen in the 2022
financial year combined with realistic revenue goals for 2023. However given the uncertainty associated
with future revenue and Group's reliance on generating funds from the market the auditors have made
reference to going concern by way of a material uncertainty within their audit report. Further details are
given in Note 2.3 to the Financial Statements and as a result, the Directors have adopted the going concern
basis of accounting in the preparation of the annual financial statements.
Principal Activities
The principal activities of the Company and all of its subsidiaries collectively referred to as “the Group”
are the research, development and polymer modification technologies and polymer modification
techniques.
Statement of directors’ responsibilities
The Directors are responsible for preparing the Annual Report and financial statements in accordance
with applicable laws 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 for the group and, as regards to the Parent Company Financial Statements, as
applied in accordance with the Companies Act 2006. 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 group and company and the profit and loss of the group for that period.
In preparing the financial statements the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and accounting estimates that are reasonable and prudent;
• Ensure statements comply with UK-adopted international accounting standards , subject to any
material departures disclosed and explained in the Financial Statements; and

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DIRECTORS’ REPORT
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• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the group and company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the Group enabling them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities
The financial statements are published on the Company’s website www.graftpolymer.com. The work
carried out by the Auditor does not involve consideration of the maintenance and integrity of this website
and accordingly, the Auditor accepts no responsibility for any changes that have occurred to the financial
statements since they were initially presented on the website. Visitors to the website need to be aware
that legislation in the United Kingdom covering the preparation and dissemination of the financial
statements may differ from legislation in their jurisdiction.
Disclosure and Transparency Rules
Details of the Company’s share capital and warrants are given in Notes 20 and 21 respectively. There are
no restrictions on transfer or limitations on the holding of the ordinary shares. None of the shares carry
any special rights with regard to the control of the Company. There are no known arrangements under
which the financial rights are held by a person other than the holder and no known agreements or
restrictions on share transfers and voting rights. As far as the Company is aware there are no persons with
significant direct or indirect holdings other than the Directors and other significant shareholders as shown
on page 9. The provisions covering the appointment and replacement of directors are contained in the
Company’s articles, any changes to which require shareholder approval. There are no significant
agreements to which the Company is party that take effect, alter or terminate upon a change of control
following a takeover bid and no agreements for compensation for loss of office or employment that
become effective as a result of such a bid.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of
the Annual Report or a cross reference table indicating where the information is set out. The Directors
confirm that there are no disclosures required in relation to Listing Rule 9.8.4.
Auditor Information
PKF Littlejohn were appointed auditors to the Group and have expressed their willingness to remain in
office. The Audit Committee will meet with the auditor at least twice a year to consider the results,
internal procedures and controls and matters raised by the auditor. The Board considers auditor
independence and objectivity and the effectiveness of the audit process. It also considers the nature and
extent of the non-audit services supplied by the auditor reviewing the ratio of audit to non-audit fees and
ensures that an appropriate relationship is maintained between the Group and its external auditor.
As part of the decision to recommend the appointment of the external auditor, the Board considers the
tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor
and considers whether there should be a full tender process. There are no contractual obligations
restricting the Board’s choice of external auditor. The Group has a policy of controlling the provision of
non-audit services by the external auditor in order that their objectivity and independence are
safeguarded.
The Directors who held office at the date of approval of the Directors’ Report confirm that, so far as they
are each aware, there is no relevant audit information of which the Group’s Auditor is unaware; and each
Director has taken all the steps that he/she ought to have taken as a Director to make themself aware of
any relevant audit information and to establish that the Group’s Auditor is aware of that information.
Events after the reporting period
There were no events subsequent to period end requiring disclosure.

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DIRECTORS’ REPORT
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Directors’ Indemnity Provisions
The Company has implemented Directors and Officers Liability Indemnity insurance.
Political Donations
The Group has not made any political donations during the period.
This directors’ report was approved by the Board of Directors on 26 April 2023 and is signed on its behalf
by:
Roby Zomer – Non-Executive Chair

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GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
STRATEGIC REPORT
The Directors present the Strategic Report of the Company and the Group for the period ended 31
December 2022.
Operational Review
During the period under review, the Company successfully listed on the standard segment of the London
Stock Exchange. The year saw the foundations set for both the Polymer Modification division for industrial
applications, and the GraftBio division which focusses on providing solution and delivery methods to the
Bio/Pharma sector. The Company received its first revenue generating commercial order during the
period which, whilst moderate, is an indicator for potential future revenue generation.
Progress is being made at the Company’s Slovenian manufacturing facility by installing an additional
production line, doubling potential output to 6,000 tonnes per annum, and significantly increasing the
Company’s storage capacity. This expansion was part of the strategy when the Company listed and will be
important when targeting larger clients and will support businesses in the polymer sector that require
backup production lines.
The Company reported that December 2022 saw the Group's strongest month of sales in the year which
followed month-on-month sales growth in 2022. The pipeline for 2023 is looking healthy and the Company
expects this sales growth trend to continue.
The Group generated revenue of £542,000 during the year (7 months to 31 December 2021: £219,000)
and incurred a loss after tax of £2,705,000 (7 months to 31 December 2021: £954,000).
Business Strategy
During the period under review, on 6 January 2022, the Company listed on the standard segment of
the London Stock Exchange.
The Group has developed a proprietary set of polymer modification technologies which can improve
existing products and processing methodologies by enhancing performance, simplifying manufacturing,
reducing material consumption, widening the choice of feedstocks and reducing costs.
As set out at the time of admission, part of the Group’s strategy was to invest in production and laboratory
equipment to support growth, allowing the continued development of new technologies. This equipment
has been delivered and installed in Slovenia. The equipment enables the Company to double its
production capacity over time and decrease the goods delivery time as well. The delivery of these
components will ensure Graft Polymer is well positioned to continue its pioneering and market leading
research and technology commercialisation in the polymer modification, biological supplements, and
drug delivery systems industry.
The Group was granted a Hazard Analysis and Critical Control Point ("HACCP") certificate at R&D facility
in Slovenia. The grant of this certificate to the Group's GraftBio division is a major milestone for the
Company which will enable Graft Polymer to enter the Business-to-Consumer ("B2C") market, thereby
introducing a further revenue stream to its business. The grant of HACCP certificate represented the
delivery of a key operational milestone as stipulated at the time of the IPO.
The Group received its first revenue generating commercial order during the period and progress is being
made at the Company’s Slovenian manufacturing facility by installing an additional production line,
doubling potential output to 6,000 tonnes per annum, and significantly increasing the Company’s storage
capacity.
The Board expects the Group to continue to develop new and innovative polymer technologies both in-
house and in conjunction with key industry players and customers.
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.
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STRATEGIC REPORT
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The Group is in an early stage of its operations and there is no guarantee of future growth
Whilst the Group, having been formed in 2017, has made some commercial sales and undertaken research
and development activities for a number of clients, the business remains at an early stage of development.
A number of operational, strategic and financial risks are associated with early-stage companies. In
particular, the Group’s future growth and prospects will depend on its ability to continue to manufacture
products for applications which have sufficient commercial appeal, to source the raw materials, manage
growth and continue to improve manufacturing, operational, financial and management information and
quality control systems on a timely basis, whilst at the same time maintaining effective cost controls.
Any failure to improve manufacturing, operational, financial and management information and quality
control systems in line with the Group’s growth could have a material adverse effect on its business,
financial condition and results of operations.
Foreign currency risk
The Group operates in a global market with income and costs 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. The functional currency of the primary operational subsidiary
is the Euro and the majority of sales revenue and purchasing expenditure is conducted in the Euro which
assist to limit foreign currency exposure.
Currency exposures risks are reviewed regularly and at this time the Directors do not believe it necessary
to engage in additional hedging strategies.
Customer base and distribution channels
The Group has historically been reliant on maintaining a relationship with a small number of customers.
In the event that the entities for whom the Group carries out research and development, and whose
products the Group uses its technology to enhance, are unable to grow their revenue streams, suffer from
supply chain disruptions or become subject to solvency or going concern issues, the volume of products
supplied to and services carried out for such entities by the Group may be scaled back or cancelled and
the Group may lose part of its revenue stream which would have a material adverse effect on the business,
financial condition and prospects of the Group. The Group is looking to expand its customer base and is
confident it will do so in the coming financial year. The management team has had robust conversations
with a large array of new suppliers and are confident that the revenue base will be spread across a
significantly larger group of customers in the coming year.
In addition to its direct sales to customers, the Group has secured distribution relationships with multiple
partners globally, including distributors/agents in Europe, India, Mexico, USA and Russia. These
distributors provide critical channels to market for the polymer modifier industry, providing quality
assurance for potential customers as well as market volume. The Directors expect to be able to secure
similar arrangements with distributors in North America and other international customers. However, if
this does not arise either because of a lack of products or product functionality, or because the Group is
unable to agree commercial terms, the ability of the Group to capture market share and grow revenue
may be materially impacted which could materially and adversely affect the business, financial condition
and prospects of the Group.
Competition
The Group’s business focusses on specialty chemicals and involves developing modified polymer solutions
based on proprietary production methods. The development of new products and solutions can take a
significant amount of time and resource. The Group may face significant competition from organisations
which have greater capital resources than it and/or which have a product offering competitive to that of
the Group, to the detriment of the Group. The polymer industry contains a number of companies with
manufacturing capabilities that are using alternative production approaches and they may outpace the
Group. There is no assurance that the Group will be able to compete successfully in the marketplaces in

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STRATEGIC REPORT
15
which it currently operates, or those it wishes to expand into and, should it fail to do so, the business,
financial condition and prospects of the Group could be materially and adversely affected.
Prices of raw materials may fluctuate
Prices of raw materials such as plastics, which are used in the manufacture of polymer modifiers, are likely
to fluctuate and therefore may have a variable impact on profitability. Inflation is also a significant issue
affecting world trade currently and the business of the Group is likely to feel the impacts of this in prices
of raw materials and potentially labour in the future. The Directors will monitor the impact that inflation
has on the business by looking closely at gross profit margins as well as other key financial indicators.
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:
• Consider the likely consequences of any decision in the long term;
• Act fairly between the members of the Company;
• Maintain a reputation for high standards of business conduct;
• Consider the interests of the Company’s employees;
• Foster the Company’s relationships with suppliers, customers and others; and
• Consider the impact of the Company’s operations on the community and the environment.
The Group has developed a proprietary set of polymer modification technologies, which can improve
existing products and processing methodologies by enhancing performance, and introduced more than
50 products to the market. The Group is continuing to explore new and exciting areas including biological
polymers that could add great value to the Group.
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
Successful admission to the
London Stock Exchange
Shareholders and Business
Relationships
The admission to the London
Stock Exchange in early January
2022 provided the Group with
increased legitimacy and a great
platform for increasing
shareholder value
Significant investment in capital
expenditure as per business
model
Suppliers/customers
The increased investment in
CAPEX has greatly increased the
capacity of the Group to meet
large orders and consequently
increase revenues.
Consider the likely consequences of any decision in the long term
The Board takes due care in the decision making process regardless of what business unit it may relate to.
When assessing the likely consequences of a decision the Directors weigh up both the costs and benefits
of any decision as well as the potential impact in the different time horizons with the ultimate goal of
maximising shareholder value in the long run.
Act fairly as between members of the Company

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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 regular 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.
Maintain a reputation for high standards of business conduct
The Corporate Governance section of this Annual Report at page 18 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.
Consider the interest of the Company’s employees
The Board strives to create an enjoyable and rewarding environment for all employees. The Board aims
to create a workplace where employees can be proactive and look to add value to the Company by going
over and above their specific roles. Ideally creating a bond between employees and the Company that
leads to loyalty and productivity for all stakeholders.
Foster the Company’s relationship with suppliers, customers and others
The Board act in good faith with all suppliers and customers with the aim of developing strong working
relationships that will be beneficial to all parties. The strategy involves regular communication with
business partners that will hopefully lead to strong working relationships and recurring business.
Consider the impact of the Company’s operations on the community and the environment
The Company has increased production in the last calendar year and the Directors are aware of the need
to include environmental impact in their considerations. The Directors intend to keep a close eye on the
environmental impacts of increasing production in the coming period and will look to minimise any
impacts where they can as it will be mutually beneficial to the Group and the environment. Increasing
energy efficiency across the Group will be at the forefront of these considerations.
Significant progress was made during Q4 2022 to complete the installation of its new production facilities
which will double existing production capacity and add new product lines that are critical to opening new
large commercial markets for the Company globally and as a result, installation is expected to be
completed shortly. This was a key part of the IPO fund raising to establish Graft Polymer's full production
capability and therefore a material position in key customer markets to provide long term, reliable supply
of its products to large industry partners.
Post period end, the Company updated shareholders on the status of the new production units installation
with the first units of the modernised production equipment, incorporating Hot Ozone/Plasma
Modification, Double Conical Vacuum Reactors and Pharma Emulsification Modules technologies, that will
expand Graft Polymer's offered solutions to new companies and sectors and improve the production
response time and capacities in both divisions.
The benefits of using Hot Ozone/Plasma Modification technologies include the expansion of Graft
Polymer's product line with the production of Grafted Fluoropolymers with outstanding chemical and
temperature resistance and crucially it is a clean and eco-friendly technique which minimizes waste.
The Slovenian facilities second production line equipment is almost complete with the technical team fully
focused on completion of the installation process.
Once fully installed, the Company will double its production capacity, extend its product pipeline and
increase the volume of products able to be produced for new sectors. In addition, the improvements made
will make the Company's operations more efficient, reducing costs and delivery time to customers.
The Company reported that December 2022 saw the Group's strongest month of sales in the year which
followed month-on-month sales growth in 2022. The pipeline for 2023 is looking healthy and the Company
expects this sales growth trend to continue.

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STRATEGIC REPORT
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Following the Company’s first commercial order from MGC Pharmaceuticals Ltd for 50,000 units of
ArtemiC™ Rescue on 18 August 2022 (which uses the Company’s GraftBio proprietary drug delivery
system), it was announced on the 21 March 2023 that ArtemiC™ Rescue COVID 19 treatment drug was
listed as an over-the-counter (‘OTC’) drug on the US Food and Drug Administration’s National Drug Code
Database (‘NDC’), enabling sales of ArtemiC™ via US-based Pharmacy Benefit Management ('PBM')
networks. Although small, this is revenue generating for the Company.
Corporate social responsibility
We aim to conduct our business with honesty, integrity and openness, respecting human rights and the
interests of our shareholders and employees. We aim to provide timely, regular and reliable information
on the business to all our shareholders and conduct our operations to the highest standards.
Approved by the Board of Directors on 26 April 2023 and is signed on its behalf by:
Roby Zomer – Non-Executive Chair

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GOVERNANCE REPORT
Compliance with the QCA Code
As a Group listed on the standard segment of the official list, the Group is not required to comply with the
provisions of the UK Corporate Governance Code. Nevertheless, the Directors are committed to ensuring
that appropriate standards of corporate governance are maintained, so far as is appropriate given the
Group’s current stage of development, the size and composition of the Main Board and available
resources. The Board will aim to comply with the QCA Guidelines on Corporate Governance (“QCA
Guidelines”).
The QCA Code has ten principles of corporate governance that the Group applies to establish the
governance foundations of the business. These principles are:
1. Establish a strategy and business model which promote long-term value for shareholders;
2. Seek to understand and meet shareholder needs and expectations;
3. Take into account wider stakeholder and social responsibilities and their implications for long term
success;
4. Embed effective risk management, considering both opportunities and threats, throughout the
organisation;
5. Maintain the board as a well-functioning balanced team led by the Chair;
6. Ensure that between them the Directors have the necessary up to date experience, skills and
capabilities;
7. Evaluate board performance based on clear and relevant objectives, seeking continuous
improvement;
8. Promote a corporate culture that is based on ethical values and behaviours;
9. Maintain governance structures and processes that are fit for purpose and support good decision-
making by the Board; and
10. Communicate how the Company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders.
Here follows a short explanation of how the Group applies each of the principles, including where
applicable an explanation of why there is a deviation from those principles.
Principle One
Business Model and Strategy
The Group is pursuing a sound strategy of developing on proprietary technology to develop a range of
products with specific and commercial applications. With its manufacturing hub now almost fully
operational in Slovenia the Group is looking to capitalise on its investment in capital expenditure by
significantly increase revenue in the 2023 calendar year. The Group is committed to broadening its area
and scope of operations as appropriate as long as they comply with the risk parameters set out by the
Directors.
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders. They will be encouraged to attend the AGM and website and investor relations
communications will be improved in the coming year.
Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Group is reliant upon open communication with
its internal and external stakeholders: investee companies, shareholders, contractors, suppliers,
regulators and other stakeholders. The Group has created close ongoing relationships with a broad range
18

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GOVERNANCE REPORT
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of its stakeholders and will ensure that it provides them with regular opportunities to raise issues and
provide feedback to the Group. The Group is committed to delivering lasting benefit to the local
communities and environments where we work as well as to our shareholders, employees and
contractors. As the Group evolves we anticipate that this aspect of community engagement will evolve
further.
Principle Four
Risk Management
The Board is responsible for ensuring that procedures are in place and are being implemented effectively
to identify, evaluate and manage the significant risks faced by the Group. It is in the process of
establishing a framework of internal financial controls to address financial risk and regularly reviews the
non-financial risks to ensure all exposures are adequately managed. The Group maintains appropriate
insurance cover in respect of legal actions against the Directors as well as against material loss or claims
against the Group. The principal risks and uncertainties are as set out in the Strategic Report.
Principle Five
A Well Functioning Board of Directors
The Board will maintain a balance of executives and non-executive directors. Currently there are 4
executives including the Chairman and 1 non-executive. There are no mandatory hours for directors to
be available but all directors are available for any Group business when it may arise.
Further information about the directors can be found in the Key Personnel report on page 7 as well as the
company website at www.graftpolymer.com. The Directors met 6 times throughout the year to discuss
key issues and to monitor the overall performance of the Company. All Directors attended all meetings
during the year.
Principle Six
Appropriate Skills and Experience of the Directors
The Group believes that the Directors have wide ranging experience and that each director brings their
own area of expertise whether that be financial, operations or on an executive level. They also have an
extensive network of relationships to reach key decision-makers to help achieve their strategy. The Board
recognises that it currently has only one female Director and is aware, that as it grows, it will look to
recruit and develop a diverse and more gender-balanced executive team.
Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, the Committees and individual Directors will be undertaken on an
annual basis in the form of peer appraisal and discussions to determine the effectiveness and
performance against targets and objectives. As a part of the appraisal the appropriateness and
opportunity for continuing professional development whether formal or informal is discussed and
assessed.
Principle Eight
Corporate Culture
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of
the Group as a whole which in turn will impact the Group’s performance. The Directors are very aware
that the tone and culture set by the Board will greatly impact all aspects of the Group and the way that
consultants or other representatives behave. The corporate governance arrangements that the Board
has adopted are designed to instil a firm ethical code to be followed by Directors, consultants and
representatives alike throughout the entire organisation. The Group strives to achieve and maintain an
open and respectful dialogue with representatives, regulators, suppliers and other stakeholders.
Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Group to
successfully achieve its corporate objectives. The Board places great importance on this aspect of

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GOVERNANCE REPORT
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corporate life and seeks to ensure that this flows through everything that the Group does. The Directors
are focused on ensuring that the Group maintains an open culture facilitating comprehensive dialogue
and feedback and enabling positive and constructive challenge. The Group has adopted, a code for
Directors' dealings in securities which is appropriate for a company whose securities are traded on this
main market and is in accordance with the requirements of the Market Abuse Regulation which came
into effect in 2016.
Issues of bribery and corruption are taken seriously. The Group has a zero-tolerance approach to bribery
and corruption and has recently put an anti-bribery and corruption policy in place to protect the Group,
its employees and those third parties to which the business engages with.
Principle Nine
Maintenance of Governance Structures and Processes
The Group’s governance structures are appropriate for a company of its size. The Board also meets
regularly and the Directors continuously maintain an informal dialogue between themselves. The
Chairman is responsible for the effectiveness of the Board as well as primary contact with shareholders,
while the execution of the Group’s investment strategy is a matter reserved for the Chief Executive. The
current Governance structure is outlined below:
Audit and Risk Committee
From admission on 6 January 2022 the Company put in place an audit committee comprising two
members, being, Roby Zomer and Alex Brooks which will have primary responsibility for monitoring the
quality of internal control and ensuring that the financial performance of the Group is properly measured
and reported on and for reviewing reports from the Company’s auditors relating to the Group’s
accounting and internal controls.
The committee is also responsible for making recommendations to the Board on the appointment of
auditors and the audit fee and for ensuring that the financial performance of the Enlarged Group is
properly monitored and reported. The audit committee will meet not less than two times a year.
Remuneration Committee
From admission on 6 January 2022 the Company has instituted a remuneration committee comprising
two directors, Roby Zomer and Alex Brooks be responsible for determining and agreeing with the Board
the framework or broad policy for the remuneration of the Executive Directors and such other members
of the executive and the Senior Manager as it is designated to consider. The Remuneration Committee
will also make 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 will meet as and when necessary, but at least twice each
year.
Nominations Committee
No nominations committee has been established will all matters to be considered by the Board as a whole.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its
shareholders in compliance with regulations applicable to companies quoted on the LSE’s Standard List.
All shareholders are encouraged to attend the Company's Annual General Meeting where they will be
given the opportunity to interact with the Directors. Investors also have access to current information on
the Group through its website, (www.graftpolymer.com).
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 regular 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.

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GOVERNANCE REPORT
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Impact of operations on the community and environment
Now that the Group is engaged in manufacturing activities it has a significantly increased impact on the
environment mainly through its increased energy consumption. The Slovenian manufacturing operation
will be looking to increase production throughout the 2023 calendar year and as a result energy
consumption will increase.
As the Group is only in the infancy of manufacturing operations the board will be looking closely at where
operations can be improved in order to increase efficiency and also decrease environmental footprint.
This will become a key item of discussion for the Group as operations increase.
External Auditor
PKF Littlejohn were appointed auditors to the Company and have expressed their willingness to remain in
office. The Audit Committee will meet with the auditor at least twice a year to consider the results,
internal procedures and controls and matters raised by the auditor. The Board considers auditor
independence and objectivity and the effectiveness of the audit process. It also considers the nature and
extent of the non-audit services supplied by the auditor reviewing the ratio of audit to non-audit fees and
ensures that an appropriate relationship is maintained between the Company and its external auditor.
As part of the decision to recommend the appointment of the external auditor, the Board considers the
tenure of the auditor in addition to the results of its review of the effectiveness of the external auditor
and considers whether there should be a full tender process. There are no contractual obligations
restricting the Board’s choice of external auditor. The Company has a policy of controlling the provision
of non-audit services by the external auditor in order that their objectivity and independence are
safeguarded.
Internal financial control
Financial controls have been established so as to provide safeguards against unauthorised use or
disposition of the assets, to maintain proper accounting records and to provide reliable financial
information for internal use.
Key financial controls include:
• a schedule of matters reserved for the approval of the Board;
• evaluation, approval procedures and risk assessment for acquisitions; and
• close involvement of the Directors in the day-to-day operational matters of the Company.
Shareholder Communications
The Company uses a regulatory news service and its corporate website (www.graftpolymer.com) to
ensure that the latest announcements, press releases and published financial information are available to
all shareholders and other interested parties.
The Annual General Meeting is used to communicate with both institutional shareholders and private
investors and all shareholders are encouraged to participate. Separate resolutions are proposed on each
issue so that they can be given proper consideration and there is a resolution to approve the Annual
Report and Financial Statements. The Company counts all proxy votes and will indicate the level of proxies
lodged on each resolution after it has been dealt with by a show of hands.
On behalf of the board
Approved on behalf of the Board of Directors by:
Roby Zomer – Non-Executive Chair

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REMUNERATION REPORT
From admission to the LSE the Company implemented a remuneration committee that meets when
necessary but at least twice a year. The Remuneration Committee comprises Roby Zomer and
Independent Non-Executive Director Alex Brooks. The Remuneration Committee will be responsible for
determining and agreeing with the Board the framework or broad policy for the remuneration of the
Executive Directors and such other members of the executive and the Senior Manager as it is designated
to consider. The Remuneration Committee will also make 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.
Remuneration Policy
The remuneration policy of the Company is that each director enter into a service agreement with the
Group on a salary per annum, with Roby Zomer, Victor Bolduev and Pavel Kobzev also earning a salary
under Graft Polymer d.o.o.. It is the responsibility of the remuneration committee to assess an
appropriate level of Directors’ remuneration and it is envisaged that the remuneration policy will assist to
attract, retain and motivate Executive Directors and senior management of a high calibre with a view to
encouraging commitment to the development of the Company and for long term enhancement of
shareholder value. The Board believes that share ownership by Directors strengthens the link between
their personal interests and those of shareholders.
The current Directors’ remuneration comprises a basic fee, there was no bonus or long-term incentive
plan in operation for Directors however payment of bonuses is as the discretion of the Board. This was
the case in the period as a bonus was paid to reward the Directors for the successful completion of the
IPO process.
On admission to the LSE, the directors were granted options over Ordinary Shares pursuant to a Share
Option Scheme, of which are detailed below and can be further reference in Note 21:
Director Number o
f
Ordinary
Share under option
Weighted Average
Exercise Price per
Ordinary Share
£
Roby Zomer 1,700,000 £0.001
Victor Bolduev 2,200,000 £0.001
Pavel Kobzev 1,600,000 £0.001
Alex Brooks 1,000,000 £0.001
Yifat Steuer 1,673,611 £0.001
One third of the options will vest on satisfaction of the first milestone and two thirds will vest on the
satisfaction of the second milestone. The milestones are as follows:
- first milestone*:
o goof the Issue Price based on a 15-day volume weighted average price in the period 12
months from the date of Admission; and
o the generation by the Group of revenue in a twelve-month period of EURO1,000,000 or
more.
- second milestone:
o the Company’s share price reaching appreciation of 150 per cent. based on a 15-day
volume weighted average price in the period 24 months from Admission; and
o the generation by the Group of revenue in a twelve-month period of EURO5,000,000 or
more.
22

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REMUNERATION REPORT
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*The vesting conditions applicable to milestone one have not been satisfied and hence the options have
lapsed
Directors’ emoluments and compensation (audited)
Particulars of directors’ remuneration, including directors’ shares which, under the Companies Act 2006
are required to be audited, are given in Notes 5 and 7 and further referenced in the Directors’ report.
Remuneration paid to the Directors’ during the period ended 31 December 2022 was:
Base salary Bonus Pension Service fees Options* Total
Director £’000 £’000 £’000 £’000 £’000 £’000
Roby Zomer 41 1 - - 110 152
Victor
Bolduev
52 85 - 143 143 423
Pavel Kobzev 51 1 - 77 104 233
Alex Brooks 33 3 - - 65 101
Yifat Steuer 142 13 1 - 97 253
319 103 1 220 519 1,162
*Monetary value of options at issue date – Note 21
Remuneration paid to the Directors’ during the period ended 31 December 2021 was:
Base
Director
salary
Pension
contribution
Share based
payments
Total
£’000 £’000
£’000 £’000
Roby Zomer 17 - - 17
Victor Bolduev 71 - - 71
Pavel Kobzev 32 - - 32
Alex Brooks 1 - - 1
Yifat Steuer 5 - - 5
Anthony Eastman* 21 - - 21
Tim Wise 7 - - 7
154 - - 154
*Anthony Eastman resigned in previous period on 21 December 2021
Pension contributions
The Company currently only pays a pension for Yifat Steuer as per the table above.
The Company has not paid out any excess retirement benefits to any Directors or past Directors.
Payments to past directors

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REMUNERATION REPORT
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In the period the Company has made payments to Anthony Eastman a past director who resigned on 21
December 2021. These payments relate to the provision of company secretarial services and do not relate
to his previous responsibilities as a director.
Payments for loss of office (audited)
No payments were made for loss of office 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 has only been listed for just
under 12 months and is not paying dividends and is currently incurring losses. During the year ended 31
December 2022 it has been focused on investing in capital infrastructure with the look to significantly
increase revenue in the 2023 financial year. 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 table for future
reports.
UK 10-year CEO table and UK percentage change table
The Directors have considered the requirement for a UK 10-year CEO table. The Directors do not currently
consider that including these tables would be meaningful given that the Directors were remunerated for
their services however it is not material to be presented under a table. The Directors will review the
inclusion of this table for future reports.
Percentage change in remuneration of director undertaking the role of chief executive officer
The percentage increase in total remuneration of Chief Executive Officer Victor Boludev is 501%. This
figure is not necessarily representative of a regular increase in CEO salary as the Company has gone
through significant change in the last year including listing on the London Stock Exchange and effectively
beginning operations.
Relative importance of spend on pay
The Directors have considered the requirement to present information on the relative importance of
spend on pay compared to shareholder dividends paid. Given that the Company does not currently pay
dividends we have not considered it necessary to include such information.
UK Directors’ shares (audited)
The interests of the Directors who served during the year in the share capital of the Company at 31
December 2022 and at the date of this report has been set out in the Directors’ Report on page 9.
Other matters
The Company does not currently have any other annual or long-term incentive schemes in place for
any of the Directors other than those issued subsequent to period end and detailed above and as such
there are no further disclosures in this respect.
Approved on behalf of the Board of Directors by:
Roby Zomer – Non-Executive Chair

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INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF GRAFT POLYMER (UK) PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GRAFT POLYMER (UK) PLC
Opinion
We have audited the financial statements of Graft Polymer (UK) Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for
the year ended 31 December 2022 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and
Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Cashflows, the
Consolidated and Parent Company Statements of Changes in Equity and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-
adopted international accounting standards and as regards the parent company financial statements, as applied in accordance
with the provisions of the Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at
31 December 2022 and of the group’s loss for the period then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted international accounting
standards;
• the parent company financial statements have been properly prepared in accordance with UK-adopted international
accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements 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 and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied
to listed public interest 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 2.3 in the financial statements, which indicates that further funding will be required within the 12
months following the date of approval of the financial statements in order to meet working capital needs. This is due to the
uncertainty associated with future revenue and the Group’s reliance on generating funds from the market. As stated in note 2.3,
these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that
may cast significant doubt on the group and parent company’s ability to continue as a going concern. Our opinion is not modified
in respect of this 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’s and parent
company’s ability to continue to adopt the going concern basis of accounting included:
- Reviewing cash flow forecasts for the period to December 2024 and challenging management on the key operating
assumptions based on 2022 actual results;
- Testing the integrity of the forecast model by checking the accuracy and completeness of the model, including
challenging the appropriateness of estimates and assumptions with reference to empirical data;
- Comparing budgets to actual figures achieved to assess the reliability of management’s forecasts; and
- Evaluating management’s sensitivity analysis and performing our own sensitivity analysis in respect of the key
assumptions underpinning the forecasts.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for materiality
determine the scope of our audit and the nature, timing and extent of our audit procedures. The materiality applied to the group
financial statements was set at £134,000 (2021: £42,600), with performance materiality set at £93,000 (2021: £29,820).
25

DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF GRAFT POLYMER (UK) PLC
26
Materiality has been calculated as 7.5% of the benchmark of loss for the period, which we have determined, in our professional
judgement, to be the principal benchmark within the financial statements relevant to shareholders of the group in assessing
financial performance to the stage at which the Group is in its lifecycle. A benchmark of 70% performance materiality was applied
during our audit of the group as we believed this would give sufficient coverage of significant and residual risks within the financial
statements.
The materiality applied to the parent company financial statements was £107,000 (2021: £27,300). The performance materiality
was £74,000 (2021: £19,110). Materiality has been calculated as 7.5% of the benchmark of loss for the period
For each component in the scope of our group audit, we allocated a materiality that was less than our overall group materiality.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £6,000 at
group level and above £5,000 at parent company level.
We applied the concept of materiality both in planning and performing the audit, and in evaluating the effect of misstatements.
Our approach to the audit
In designing our audit, we determined materiality, as above, and assessed the risk of material misstatement in the financial
statements. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the parent company. We looked at areas requiring the
directors to make subjective judgements, for example in respect of the Valuation of intangible assets (identified as a key audit
matter), the carrying value of investments and intragroup balances at parent company level (identified as a key audit matter),
share based payments, selection of accounting policies, compliance with accounting policies and disclosure in accordance with
UK-adopted international accounting standards, the Companies Act 2006, the Disclosure & Transparency Rules, the Listing Rules
and the consideration of future events that are inherently uncertain. 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
misstatements due to fraud. The parent company’s key accounting function is based in the United Kingdom and our audit was
performed by our team in London with specific experience of auditing publicly listed entities.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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 (whether or not due
to fraud) we identified, 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.
In addition to the matter described in the Material uncertainty related to going concern section we have determined the matters
described below to be the key audit matters to be communicated in our report.
Key Audit Matter How our scope addressed this matter
Carrying Value of Intangible Assets (refer to note 11)
The Consolidated and Parent Company Statements of
Financial Position as at 31 December 2022 include
intangible assets with a carrying value of £2.1m in respect
of capitalised costs relating to “process technology and
know-how” under IAS 38 Intangible Assets.
Intangible assets with indefinite useful lives are tested
annually for impairment and whenever there is an
indication of impairment. An impairment review requires
management estimation and judgement in determining
the future cash flows. For this reason, as well as the
financial significance of the account balance, we have
assessed this to be a key audit matter with the key risk
surrounding the valuation of the asset.
Our work in this area included:
• Ensuring the reasonableness of the valuation of
intangible assets;
• Obtaining and reviewing the impairment
assessment prepared by management;
• Challenging the key assumptions used in the
model by testing to supporting evidence; and
• Reviewing the disclosures in the financial
statements to ensure that they are in line with
the requirements of IAS 38.
We found the judgements used by directors in their
impairment assessment were reasonable and no
impairment indicators were noted from our review.
Carrying value of investments and intragroup balances
(parent company only)
Our work in this area included:

DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF GRAFT POLYMER (UK) PLC
27
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 group and parent company financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
• Confirming the ownership of investments.
• Obtaining management’s impairment
assessment and reviewing and challenging key
assumptions;
• Considering the recoverability of investments
and intragroup loans by reference to underlying
net asset values and future income streams of
the subsidiaries; and
• Ensuring disclosures made in the financial
statements in relation to critical accounting
judgements are adequate.
Based on the audit work performed, the carrying values of
investments and intragroup balances are reasonable.
(refer to notes 15 and 28)
Investments in subsidiaries and intragroup loans are
significant assets in the parent company's financial
statements. The parent company currently has
outstanding receivables due of £1.7m from its 100%
owned subsidiaries. Further the value of investments in
subsidiaries is £1.3m at 31 December 2022.
Given the continuing losses in the subsidiaries, there is a
risk that the investment and receivable balances are to
be impaired due to uncertainty over their recoverability.
We consider this to be a Key Audit Matter given the
significant judgements that are made within the
impairment assessment carried out by management.

DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF GRAFT POLYMER (UK) PLC
28
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ 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:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the
group and parent company 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 group and parent company 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.
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 an auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the group and parent company and the sector in which they operate to identify
laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management and industry research.
• We determined the principal laws and regulations relevant to the group and parent company in this regard to be
those arising from the Companies Act 2006, Listing Rules, Disclosure and Transparency Rules, Bribery Act 2010, Anti
Money Laundering Regulations and local laws and regulations in Slovenia where company’s subsidiary is based.
• We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the group and parent company with those laws and regulations. These procedures included, but were
not limited to:
o Enquiries of management;
o Review of board minutes;
o Review of RNS publications; and
o Review of legal expenses incurred in the period.
• We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in
addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the
potential for management bias existed in relation to the carrying value of intangible assets, the carrying value of
investments and intragroup balances (parent company) and share based payments. We addressed this by challenging
the assumptions and judgements made by management when auditing these significant accounting estimates.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing
audit procedures which included but were not limited to: the testing of journals; reviewing accounting estimates for

DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF GRAFT POLYMER (UK) PLC
29
[Signature]
evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the
normal course of business.
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.
Other matters which we are required to address
We were appointed by Board of Directors on 16 May 2022 to audit the financial statements for the period ending 31 December
2021 and subsequent financial periods. Our total uninterrupted period of engagement is two years, covering the period ending
31 December 2021 and 31 December 2022.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we
remain independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to
state to them in 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 company and the company's members as a body, for our audit work, for this report, or
for the opinions we have formed.
Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
26 April 2023

DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
30
Year ended
31 Dec
2022
7 months to
31 Dec
2021
Note
£’000 £’000
Continuing operations
Revenue 4 542 219
Cost of sales
(242) (118)
Gross profit
300 101
Other revenue 17 1
Operational costs 5 (238) (100)
Depreciation and amortisation 5 (113) (48)
Administrative expenses 5 (2,667) (900)
Operating loss
(2,701) (946)
Finance costs 8 (4) (8)
Loss before taxation
(2,705) (954)
Income tax 9 - -
Loss for the year from continuing operations
(2,705) (954)
Total loss for the year attributable to equity holders of
the parent
Other comprehensive income (4) 19
Total comprehensive loss for the year attributable to
equity holders of the parent
(2,709) (935)
Earnings per share (basic and diluted) - pence 10 (2.61) (1.36)
The accompanying notes on pages 37 to 61 form part of the consolidated financial statements

31
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
Note
As at 31 Dec 2022
£’000
As at 31 Dec 2021
£’000
Non-current assets
Property, plant and equipment
13 674 310
Right of use assets 12 27 -
Intangible assets 11 2,068 2,068
Other non-current assets
13 12
Total non-current assets
2,782 2,390
Current assets
Cash and cash equivalents
17 1,640 598
Trade and other receivables 16 330 142
Inventory 14 187 -
Total current assets
2,157 740
TOTAL ASSETS 4,939 3,130
Non-Current liabilities
Lease liability 12 18 -
Total non-current liabilities
18 -
Current liabilities
Trade and other payables 18 322 1,360
Deferred income
41 -
Lease liability 12 4 -
Borrowings 19 - 958
Total current liabilities
367 2,318
Total liabilities 385 2,318
NET ASSETS 4,554 812
Equity
Issued share capital 20 41 7
Share premium 20 7,001 942
Shares to be issued
- 500
Capital reduction reserve
2,500 2,500
Foreign exchange reserve
(1) 3
Share based payments reserve 21 858 -
Retained earnings
(5,845) (3,140)
TOTAL EQUITY
4,554 812
The financial statements were approved by the board on 26 April 2023:
........……………………………………….. Chief Financial Officer - Yifat Steuer
The accompanying notes on pages 37 to 61 form part of the consolidated financial statements

32
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
Note
As at 31 Dec 2022
£’000
As at 31 Dec 2021
£’000
Non-current assets
Intangible assets
11 2,068 2,068
Investments 15 1,304 1,304
Intercompany receivable 28 1,714 302
Total non-current assets
5,086 3,674
Current assets
Cash and cash equivalents
17 1,548 545
Trade and other receivables 16 45 112
Total current assets
1,593 657
TOTAL ASSETS 6,679 4,331
Non-Current liabilities
Intercompany payable 29 29
Total non-current liabilities
29 29
Current liabilities
Borrowings 19 - 958
Trade and other payables 18 148 918
Total current liabilities
148 1,876
Total liabilities 177 1,905
NET ASSETS 6,502 2,426
Equity
Issued share capital 20 41 7
Share premium 20 7,001 942
Shares to be issued
- 500
Capital reduction reserve
2,500 2,500
Foreign exchange reserve
- (3)
Share based payments reserve 21 858 -
Retained earnings
(3,898) (1,520)
TOTAL EQUITY
6,502 2,426
As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent company
has not been separately presented in these accounts. The Company loss for the year was £2,377,737
(2021: loss of £669,233).
The financial statements were approved by the board on 26 April 2023:
........……………………………………….. Chief Financial Officer - Yifat Steuer
The accompanying notes on pages 37 to 61 form part of the consolidated financial statements

DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
33
Year ended 7 months ended
Note
31 December 2022
£'000
31 December 2021
£'000
Cash flow from operating activities
Loss for the financial year (2,705) (954)
Adjustments for:
Share based payments 858 -
Depreciation on fixed assets
108 46
Finance expenses
4 8
Foreign exchange movements
10 -
Amortization of right-of-use assets
5 -
Changes in working capital:
Decrease / (increase) in trade and other
receivables
Increase / (decrease) in trade and other
43 (56)
(496) 702
Cash and cash equivalents at beginning of
the period
598 39
Foreign exchange effect on cash balance (15) 14
Cash and cash equivalents at end of the
year
17 1,640 598
During the period there were the following material non-cash transactions:
- £957,884 of convertible loan notes were converted to share capital on 10 January 2022
The accompanying notes on pages 37 to 61 form part of the consolidated financial statements
payables
Increase in inventories
(187) -
Net cash outflow from operating activities (2,360) (254)
Cash flows from investing activities
Purchase of property, plant and equipment
(718) (1)
Net cash outflow from investing activities (718) (1)
Cash flows from financing activities
Proceeds from Issue of Shares 4,475 500
Share Issue Costs (340) -
Net proceeds from borrowings - 300
Net cash inflow from financing activities 4,135 800
Net increase in cash and cash equivalents 1,057 545

34
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
COMPANY STATEMENT OF CASHFLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Year ended 7 months ended
31 December 2022 31 December 2021
Note £'000 £'000
Cash flow from operating activities
Loss for the financial year (2,378) (669)
Adjustments for:
Share based payment reserves 858 -
Finance expenses
- 8
Foreign exchange movements
16 (20)
Changes in working capital:
Decrease / (increase) in trade and other
receivables
81 (90)
Increase
/
(d
ecrease
)
in tra
d
e an
d
ot
h
er
payables
(271) 668
Net cash outflow from operating activities (1,694) (103)
Cash flows from investing activities
Net loans to subsidiary companies (1,432) (162)
Net cash flow from investing activities (1,432) (162)
Cash flows from financing activities
Proceeds from Issue of Shares 4,475 500
Share Issue Costs (340) -
Net proceeds from borrowings
-
300
Net cash flow from financing activities 4,135 800
Net increase in cash and cash equivalents 1,009 535
Cash and cash equivalents at beginning of the
period
545 10
Foreign exchange effect on cash balance (6) -
Cash and cash equivalents at end of the year 17 1,548 545
During the period there were the following material non-cash transactions:
- £957,884 of convertible loan notes were converted to share capital on 10 January 2022
The accompanying notes on pages 37 to 61 form part of the consolidated financial statements

35
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
Share
capital
Shares
to be
issued
Share
premium
Capital
reduction
reserve
SBP
reserve
Foreign
exchange
Reserve
Retained
earnings
Total
equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 May 2021 7 - 942 2,500 - (16) (2,186) 1,247
Loss for period - - - - - -
(954) (954)
Other comprehensive income - - - - - 19 - 19
Total comprehensive loss for period - - - - - 19
(954) (935)
Transactions with owners in own capacity
Shares to be issued - 500 - - - - - 500
Transactions with owners in own capacity
- 500 - - - - - 500
Balance at 31 December 2021 7 500 942 2,500 - 3 (3,140) 812
Loss for period - - - - - - (2,705) (2,705)
Other comprehensive income - - - - - (4) - (4)
Total comprehensive loss for year - - - - - (4)
(2,705) (2,709)
Transactions with owners in own capacity
Ordinary Shares issued in the period 34 (500) 6,399 - - - - 5,933
Advisor warrants issued
- - - - 143 - - 143
Employee options issued
- - - - 715 - - 715
Share Issue Costs
- - (340) - - - - (340)
Transactions with owners in own capacity
34 (500) 6,059 - 858 - - 6,451
Balance at 31 December 2022 41 - 7,001 2,500 858 (1) (5,845) 4,554

36
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
Share
capital
Shares
to be
issued
Share
premium
Capital
reduction
reserve
SBP
reserve
Foreign
exchange
Reserve
Retained
earnings
Total
equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 May 2021 7 - 942 2,500 - (3) (851) 2,595
Loss for period - - - - - - (669) (669)
Total comprehensive income for period - - - - - (669) (669)
Transactions with owners in own capacity
Shares to be issued - 500 - - - - - 500
Transactions with owners in own capacity
- 500 - - - - - 500
Balance at 31 December 2021 7 500 942 2,500 - (3) (1,520) 2,426
Loss for period - - - - - - (2,378) (2,378)
Other comprehensive income - - - - -
3 - 3
Total comprehensive loss for year - - - - -
3 (2,378) (2,375)
Transactions with owners in own capacity
Ordinary Shares issued in the period 34 (500) 6,399 - - - - 5,933
Advisor warrants issued
- - - - 143 - - 143
Employee options issued
- - - - 715 - - 715
Share Issue Costs
- - (340) - - - - (340)
Transactions with owners in own capacity
34 (500) 6,059 - 858 - - 6,451
Balance at 31 December 2022 41 - 7,001 2,500 858 - (3,898) 6,502

37
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
1 GENERAL INFORMATION
Graft Polymer (UK) Plc (“the Company” or “GPUK”) was incorporated in England and Wales as a limited
company on 18 May 2017 as Graft Polymer (UK) Limited and was re-registered as a public limited company
on 1 July 2021. The Company is domiciled in England and Wales with its registered office at Eccleston
Yards, 25 Eccleston Place, London, SW1W 9NF. The Company’s registered number is 10776788.
The Group successfully completed an IPO and admission to the standard segment of the London Stock
Exchange on 6 January 2022.
The principal activities of the Company and all of its subsidiaries collectively referred to as “the Group”
are the research, development and polymer modification technologies and polymer modification
techniques.
The consolidated financial statements were approved for issue by the Board of Directors on 25 April 2023.
2 ACCOUNTING POLICIES
IAS 8 requires that management shall use its judgement in developing and applying accounting policies
that result in information which is relevant to the economic decision-making needs of users, that are
reliable, free from bias, prudent, complete and represent faithfully the financial position, financial
performance and cash flows of the entity.
2.1 Basis of preparation
The financial Statements have been prepared in accordance with UK-adopted international accounting
standards in conformity with the Companies Act 2006.
The financial statement have been prepared under the historical cost convention unless stated otherwise.
The principal accounting policies are set out below and have, unless otherwise stated, been applied
consistently for all periods presented in these Financial Statements. The Financial Statements have been
prepared in £GBP and presented to the nearest £’000.
The functional currency for each entity in the Group is determined as the currency of the primary
economic environment in which it operates. The functional currency of the Company is Pounds Sterling
(£) as this is the currency that finance was raised in.
The functional currency of the operating subsidiary in Slovenia is the Euro (€) as this is the currency that
mainly influences labour, material and other costs of providing services. The presentational currency of
the Group is Pounds Sterling (£). Foreign operations are translated in accordance with the policies set out
below.
The Group presents its financial statements for the year ended 31 December 2022 and presents
comparatives for the 7 month period ending 31 December 2021.
2.2 New standards, amendments and interpretations
At the date of approval of these financial statements, the following standards and interpretations which
have not been applied in these financial statements were in issue but not yet effective (and in some cases
have not yet been adopted by the UK):

38
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The effect of these amended Standards and Interpretations which are in issue but not yet mandatorily
effective is not expected to be material.
The Directors have evaluated the impact that these amendments would have on the financial statements
and concluded that the impact is negligible.
2.3 Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group will
continue in operational existence for the foreseeable future.
The Directors, having made due and careful enquiry, and are of the opinion that the Company and the
newly formed Group have adequate working capital to execute its operations over the next 12 months.
They have based this opinion primarily on the promising revenue trends and predictions seen in the 2022
financial year combined with realistic revenue goals for 2023. However given the uncertainty associated
with future revenue and Group's reliance on generating funds from the market the auditors have made
reference to going concern by way of a material uncertainty within their audit report.
Taking these matters into consideration, the Directors consider that the continued adoption of the going
concern basis is appropriate having reviewed the forecasts for the coming 18 months and the financial
statements do not reflect any adjustments that would be required if they were to be prepared other than
on a going concern basis.
2.4 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) made up to 31 December each year. Per IFRS 10, control is
achieved when the Company:
• has the power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control listed above. When the Company has
less than a majority of the voting rights of an investee, it considers that it has power over the investee
when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the
investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or
not the Company’s voting rights in an investee are sufficient to give it power, including:
• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings
of the other vote holders;
• potential voting rights held by the Company, other vote holders or other parties;
• rights arising from other contractual arrangements; and
• any additional facts and circumstances that indicate that the Company has, or does not have,
the current ability to direct the relevant activities at the time that decisions need to be made,
including voting patterns at previous shareholders’ meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases
when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or
disposed of during the year are included in profit or loss from the date the Company gains control until
the date when the Company ceases to control the subsidiary. Where necessary, adjustments are made to
the financial statements of subsidiaries to bring the accounting policies used into line with the Group’s
accounting policies.

39
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between the members of the Group are eliminated on consolidation.
2.5 Foreign currency translation
i. Functional and presentation currency
Items included in the financial statements for each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (‘the functional currency’).
The consolidated financial statements is presented in £ Sterling, which is the Company’s presentation and
functional currency. The individual financial statements of each of the Company’s wholly owned
subsidiaries are prepared in the currency of the primary economic environment in which it operates (its
functional currency). IAS 21 The Effects of Changes in Foreign Exchange Rates requires that assets and
liabilities be translated using the exchange rate at period end, and income, expenses and cash flow items
are translated using the rate that approximates the exchange rates at the dates of the transactions (i.e.
the average rate for the period). The foreign exchange differences on translation is recognised in other
comprehensive income (loss).
ii. Transactions and balances
Transactions denominated in a foreign currency are translated into the functional currency at the
exchange rate at the date of the transaction. Assets and liabilities in foreign currencies are translated to
the functional currency at rates of exchange ruling at balance date. Gains or losses arising from settlement
of transactions and from translation at period-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income statement for the period.
iii. Group companies
The results and financial position of all the Group entities that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
- assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of the balance sheet;
- income and expenses for each income statement are translated at the average exchange rate;
and all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign
operations are taken to shareholders’ equity. When a foreign operation is partially disposed or sold,
exchange differences that were recorded in equity are recognised in the income statement as part of the
gain or loss on sale.
2.6 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 maker, who are responsible for allocating
resources and assessing performance of the operating segments, has been identified as the executive
Board of Directors.
2.7 Impairment of non-financial assets
Non-financial assets and intangible assets not subject to amortisation are tested annually for impairment
at each reporting date and whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable.
An impairment review is based on forecasted future cash flows. If the expected discounted future cash
flow from the use of the assets and their eventual disposal is less than the carrying amount of the assets,
an impairment loss is recognised in profit or loss and not subsequently reversed.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
largely independent cash flows (cash generating units or ‘CGUs’).

40
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.8 Inventory
Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined
on a first-in-first out basis. Net realisable value represents the estimated selling price for inventories less
all estimated costs of completion and costs necessary to make the sale.
2.9 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other
financial institutions and bank overdrafts.
2.10 Financial instruments
IFRS 9 requires an entity to address the classification, measurement and recognition of financial assets
and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement categories:
• those to be measured at amortised cost; and
• those to be measured subsequently at fair value through profit or loss.
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.
b) 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.
c) 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.
Debt instruments
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.
d) Impairment
The Group assesses, on a forward looking basis, the expected credit losses associated with any debt
instruments carried at amortised cost. The impairment methodology applied depends on whether there
has been a significant increase in credit risk. For trade receivables, the Group applies the simplified

41
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables.
2.11 Leases
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
readily determined, which is generally the case for leases in the Company, the lessee’s incremental
borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment
with similar terms, security and conditions. In all instances the leases were discounted using the
incremental borrowing rate.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or
loss over the lease period. Right-of-use assets are measured at cost which comprises the following:
- The amount of the initial measurement of the lease liability;
- Any lease payments made at or before the commencement date less any lease incentives
received;
- Any initial direct costs; and
- Restoration costs.
Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term on a
straight line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use
asset is depreciated over the underlying asset’s useful life.
Lease payments to be made under reasonably certain extension options are also included in the
measurement of the liability.
Payments associated with short-term leases (term less than 12 months) and all leases of low-value assets
(generally less than £5k) are recognised on a straight-line basis as an expense in profit or loss.
2.12 Convertible loan notes, borrowings and borrowing costs
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 capitalised as a prepayment for liquidity
services and amortised over the period of the loan to which it relates.
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.
2.13 Equity
Share capital is determined using the nominal value of shares that have been issued.
Share to be issued relates to monies received in advance ahead of the issue of shares that was completed
post period end following the admission to the London Stock Exchange. Upon the issue of these shares
this reserve will be split between share capital and share premium reserves.
The Share premium account includes any premiums received on the initial issuing of the share capital.
Any transaction costs associated with the issuing of shares are deducted from the Share premium account,
net of any related income tax benefits.
For the purposes of presenting consolidated financial statements, the assets and liabilities of group’s
foreign operations are translated at the exchange rates prevailing at the balance sheet date and items of
income and expenditure are translated at the average exchange rate for the period. Exchange differences
arising are recognised in other comprehensive income and accumu
lated in the Foreign Currency Reserve
within equity.

42
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Equity-settled share-based payments are credited to a share-based payment reserve as a component of
equity until related options or warrants are exercised or lapse.
The foreign exchange reserve policy is set out in note 2.5.
Capital reduction reserve represents funds sent from the parent company to subsidiary that on the
approval of Directors was reclassified from a loan in the subsidiary to an investment.
Retained losses includes all current and prior period results as disclosed in the income statement.
2.14 Share based payments
The Group has made awards of warrants and options on its unissued share capital to certain parties in
return for services provided to the Group. The valuation of these warrants involved making a number of
critical estimates relating to price volatility, future dividend yields, expected life of the options and interest
rates. These assumptions have been integrated into the Black Scholes Option Pricing model and the Monte
Carlo valuation model to derive a value for any share-based payments. These assumptions are described
in more detail in note 21.
2.15 Earnings per share
The Group 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.
2.16 Revenue
Under IFRS 15, Revenue from Contracts with Customers, five key points to recognise revenue have been
assessed:
Step 1: Identity the contract(s) with a customer;
Step 2: Identity the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract; and
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
The Group recognises revenue when the amount of revenue can be reliably measured and it is probable
that future economic benefits will flow to the entity. Revenue is measured at the fair value of the
consideration received or receivable and represents amounts receivable for goods provided in the normal
course of business, net of discounts, VAT and other sales related taxes.
Revenue is reduced for estimated customer returns, rebates and other similar allowances. Sales of goods
are recognised when the control of the goods is transferred to the buyer at an amount that reflects the
consideration to which the Group expects to be entitled in exchange for those goods. Control is
considered to have transferred generally on despatch as most items are sold on a cost includes freight
basis; or on delivery where Delivered Duty Paid (“DDP”) Incoterms are used. The normal credit terms are
30 to 60 days upon delivery. Invoices that are issued before the transfer of control has occurred are
allocated as deferred income and then recognised as revenue when the performance obligation has been
satisfied.
The Group also derives revenue from the rendering of services, whereby revenue from a contract to
provide services is recognised in the period in which the services are provided in accordance with the
stage of completion of the contract when all of the following conditions are satisfied:

43
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured
reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.
In arrangements where fees are invoiced ahead of revenue being recognized, deferred income is
recorded.
2.17 Taxation
Tax currently payable is based on taxable profit for the period. Taxable profit differs from profit 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 liability
for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax is proved in full on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statement. Deferred tax is determined using tax rates
(and laws) that have been enacted or substantively enacted by the balance sheet date and are expected
to apply when the related deferred income tax asset is realised of the deferred tax liability is settled.
2.18 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated
impairment losses.
When the Company acquires any plant and equipment it is stated in the accounts at its cost of acquisition
less a provision.
Depreciation is charged to write off the costs less estimated residual value of plant and equipment on a
straight basis over their estimated useful lives being:
- Plant and equipment: 5 – 7 years
- Buildings and leasehold improvements: 20 years
Estimated useful lives and residual values are reviewed each year and amended as required.
2.19 Intangible assets
Intangible assets acquired are initially recognised at cost. Indefinite life intangible assets are not
amortised and are subsequently measured at cost less any impairment. The gains and losses recognised
in profit or loss arising from the derecognition of intangible assets are measured as the difference
between net disposal proceeds and the carrying amount of the intangible asset.
Intangible asset impairment reviews are undertaken annually, or more frequently if events or changes in
circumstances indicate a potential impairment. The method and useful lives of finite life intangible assets
are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for
prospectively by changing the amortisation method or period.
2.20 Investments in Subsidiaries
Investments in Group undertakings are stated at cost.
2.21 Financial liabilities
Other financial liabilities are initially recognised at fair values less any directly attributable transaction
costs. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective
interest method.

44
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.22 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the consolidated financial statements requires management to make estimates and
judgements and form assumptions that affects the reported amounts of the assets, liabilities, revenue
and costs during the periods presented therein, and the disclosure of contingent liabilities at the date of
the financial information. Estimates and judgements are continually evaluated and based on
management's historical experience and other factors, including future expectations and events that are
believed to be reasonable.
Know-how as an intangible asset (note 11)
The estimates and assumptions in relation to the carrying value of the know-how intangible assets are
considered to have the most significant effect on the carrying amounts of the financial statements.
Management have made a judgement in respect of the carrying value of the knowhow that was acquired
as part of the acquisition of the subsidiary, using a 24 month 3-way forecast ending at December 2024. In
the current period these intangible assets were not impaired.
Recoverability of the investment in subsidiary and intercompany receivable (note 15)
As at 31 December 2022 the carrying value of the Company’s investment in its subsidiary Graft Polymer
d.o.o. was £1,304k and net loans to subsidiaries are £1,685k. The recoverable value of this investment is
not considered to be less than it is carrying value as at 31 December 2022 and therefore no impairment
has been recognised. The Directors have made this assessment through reviewing forecasts, other
available financial information available and developments during the period and post period-end. The
key inputs within the forecast include revenue growth, gross profit margins and overheads. The directors
can now also take a greater level of assurance from the fact that the majority of capital expenditure has
been incurred giving customers and management greater certainty over placing orders.
Valuation of share based payments (note 21)
The Group issues options and warrants to its employees, directors, investors and advisors. These are
valued in accordance with IFRS 2 “Share-based payments”. In calculating the related charge on issuing
shares and warrants the Group will use a variety of estimates and judgements in respect of inputs used
including share price volatility, risk free rate, and expected life. Changes to these inputs may impact the
related charge.
In the period the Group has utilised both the Black Scholes and Monte Carlo methods of valuation. In
respect of employee options with different vesting conditions the Directors have applied a probability
percentage against the value of the options. Specifically the Directors have concluded that there is a 75%
probability that the Group will satisfy the revenue targets detailed in Note 21.
3. SEGMENT REPORTING
The following information is given about the Group’s reportable segments:
The Chief Operating Decision Maker is the Board of Directors. The Board reviews the Group’s internal
reporting in order to assess performance of the Group. Management has determined the operating
segment based on the reports reviewed by the Board.
The Board considers that during the year ended 31 December 2022 the Group operated in the single
business segment of polymer development and production.

45
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
4. REVENUE
5. OPERATING COSTS AND ADMINISTRATIVE EXPENDITURE
*£519,000 of share based payments are shown in directors remuneration to reconcile to the remuneration
report on page 23
6. AUDITORS REMUNERATION

46
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
7. STAFF COSTS AND DIRECTORS’ EMOLUMENTS
Directors’ remuneration and employee costs for the Group are set out below and as per Directors
Remuneration report beginning on page 22:
On average, excluding non-executive directors, the Group employed 6 technical staff members (31
December 2021:6) and 3 administration staff members (31 December 2021: 3).
On average, excluding non-executive directors, the Company employed 1 technical staff member (31
December 2021: 2) and 1 administration staff member (31 December 2021: 2).
The highest paid director received remuneration of £454k (31 December 2021: £71k).
8. FINANCE COSTS

47
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
9. TAXATION
No liability to income taxes arise in the period.
The current tax for the year differs from the loss before tax at a standard rate of corporation tax in the
UK.
The differences are explained below:
Deferred tax assets carried forward have not been recognised in the accounts because there is currently
insufficient evidence of the timing of suitable future taxable profits against which they can be recovered.
The accumulated tax losses are estimated to amount to £4,229k (31 Dec 2021: £1,524k) and the carried
forward deferred tax asset is estimated to amount to £803k. No deferred tax assets in respect of tax losses
have not been recognised in the accounts because there is currently insufficient evidence of the timing of
suitable future taxable profits against which they can be recovered.
On 15 March 2023 it was announced that from 1 April 2023 the UK corporation tax rate would increase
from 19% to 25% for profits over £250,000. Profits made under the £250,000 threshold will continue to
be taxed at a rate of 19%. The Company will continue to calculate the effective tax rate at 19%.
10. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is calculated by dividing the profit or loss for
the year by the weighted average number of ordinary shares in issue during the period.
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

48
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
in the calculation of diluted earnings per share as they are anti-dilutive for the year presented. See note
21 for further details.
11. INTANGIBLE ASSETS
Group and Company
The additions in 2018 relates to the issue of 22,500,000 shares to founding director Victor Bolduev on the
acquisition of his Know-how. At each period end, the Directors assess the intangible assets for any
indicators of impairment and have concluded no presence of such indicators and based on the 24 month
cashflow forecast and there being no presence of any impairment indicators the Directors have concluded
that no impairment charge was necessary during the period.
12. LEASES
Group
Right of use assets
A reconciliation of the carrying amount of the right-of-use asset is as follows:

49
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Lease liabilities
A reconciliation of the carrying amount of the lease liabilities is as follows:
13. PROPERTY, PLANT AND EQUIPMENT
Group
Depreciation

50
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
14. INVENTORY
A £nil amount of inventory was expensed during the period.
15. INVESTMENTS
*Immaterial investment in GraftBio Limited of £1
Company subsidiary undertakings

51
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Group owned interests in the following subsidiary undertakings, which are included in the
consolidated financial statements:
16. TRADE AND OTHER RECEIVABLES
The carrying amounts of the Group’s trade and other receivables are denominated in the following
currencies:

52
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
As at 31 December 2022 all trade and other receivables were fully performing and hence no provision has
been processed. Trade receivables have the following aging:
17. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand and short term deposits held with banks with a A-1+
rating. The carrying value of these approximates to their fair value. Cash and cash equivalents included in
the cash flow statement comprise the following balance sheet amounts.

53
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
18. TRADE AND OTHER PAYABLES
19. BORROWINGS
On admission to the London Stock Exchange on 6 January 2022, 3 separate tranches of convertible loan
notes were converted to equity as per below:
a) Tranche A: converted to 5,155,150 ordinary shares issued at £0.085
b) Tranche B: converted to 1,145,349 ordinary shares issued at £0.172
c) Tranche C:
a. converted to 872,092 ordinary shares issued at £0.172
b. converted to 775,194 ordinary shares issued at £0.172

54
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
20. SHARE CAPITAL
Change in issued Share Capital and Share Premium:
1
As part of the IPO a placement of 23,255,813 shares was issued at a placement price of £0.215
2
On admission to the LSE £438,188 of convertible loan notes were converted to equity resulting in the
issue of 5,115,150 ordinary shares at £0.085.
3
On admission to the LSE £497,000 of convertible loan notes were converted to equity resulting in the
issue of 2,792,635 ordinary shares at £0.172.
4
On 6 January the Company issued 2,893,701 ordinary shares at £0.172 in respect of services provided.
The share premium represents the difference between the nominal value of the shares issued and the
actual amount subscribed less; the cost of issue of the shares, the value of the bonus share issue, or any
bonus warrant issue.

55
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
21. SHARE BASED PAYMENTS RESERVE
1
On 6 January 2022, 1,255,814 warrants were issued to advisors and have been fair valued in accordance
with IFRS 2 at the fair value of the services received. The warrants have an exercise price of £0.215 and
a time to expiry of 3 years from grant.
1
On 6 January 2022, 775,194 warrants were issued to advisors and have been fair valued in accordance
with IFRS 2 at the fair value of the services received. The warrants have an exercise price of £0.215 and
a time to expiry of 2 years from grant.
2
On 6 January 2022, 11,173,611 employee options were granted to a number of employees within the
Group. These options have different vesting conditions based on performance milestones that can be
viewed below.
Share based payments valuation
The following tables summarise the valuation techniques and inputs used to calculate the values of share
based payments in the period:
Warrants
Options

56
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Options
On 6 January 2022 11,173,611 employee options were granted. The option vesting details are listed
below:
*The Directors have assessed that there is the following probabilities of each revenue milestone being
satisfied:
1) Group revenue exceeding €1 million in any 12 month period within the 10 year option life: 75%
2) Group revenue exceeding €5 million in any 24 month period within the 10 year option life: 75%
The weighted average time to expiry of the warrants as at 31 December 2022 is 1.02 years.
22. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Capital Risk Management
The Company manages its capital to ensure that entities in the Group will be able to continue as a going
concern while maximising the return to stakeholders. The overall strategy of the Company and the Group
is to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity holders of the parent,
comprising issued share capital, foreign exchange reserves and retained earnings as disclosed in the
Consolidated 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.

57
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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 Company and Group are bank balances and trade receivables. 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:
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 Companies’ 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 US Dollars and Euros.
Accordingly, movements in the Sterling exchange rate against these currencies could have a detrimental
effect on the Group’s results and financial condition. Such changes are not considered likely to have a
material effect on the Group’s financial position at 31 December 2022. The majority of the Groups funds
are held with HSBC which has the following credit ratings (Fitch: A+, Stable, Moody’s A3, Stable, S&P A-,
stable)
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:

58
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The table below shows an analysis of the currency of the net monetary asset and liabilities in the Sterling
functional currency of the Group:
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 Group had cash and cash equivalents at period end as below:
The table below sets out the maturity profile of the financial liabilities at 31 December:
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:

59
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Group is not materially reliant on interest revenue on cash and cash equivalents and therefore
represents a low volume of risk.
23. FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Fi
i
l
1
Trade and other receivables excludes prepayments
2
Trade and other payables excludes accruals, taxes and social security
GROUP
COMPANY

60
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
COMPANY
24. RECONCILATION OF MOVEMENT OF NET DEBT
25. CAPITAL COMMITMENTS
There were no capital commitments at 31 December 2022.
26. CONTINGENT LIABILITIES
In December 2021 the Company entered a royalty agreement with Victor was replaced by a Profit Share
Agreement, whereby Victor is due 7% of the Company’s annual operating profit that accrues on a monthly
basis, up to an aggregate amount of €3,500,000, which will commence upon the Company achieving
monthly operating profit of €20,000.
Other than above, there were no further contingent liabilities at 31 December 2022.
27. COMMITMENTS UNDER OPERATING LEASES
There were no commitments under operating leases at 31 December 2022.

61
DocuSign Envelope ID: 99C55F57-8B8C-45B1-BA2A-95E7322E98A7
GRAFT POLYMER (UK) PLC – COMPANY NUMBER 10776788
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
28. RELATED PARTY TRANSACTIONS
The Group’s investments in subsidiaries have been disclosed in note 15.
During the year the Company entered into the following transactions with other Group companies:
The Directors conducted an impairment review and are satisfied that the carrying value of intergroup
loans is reasonable and no impairment is necessary
At 31 December 2022 the Company had an outstanding amount receivable from Graft Polymer d.o.o. of
£1,713,649 (31 Dec 2021 £257,000) and owed Graft Polymer IP Limited £29,000 (31 Dec 2021: £29,000).
The Company has applied the expected credit loss model as required under IFRS 9 and are comfortable
that there are no impairment indications. The amount owed is unsecured, interest free, and has no fixed
terms of repayment. The balance will be settled in cash. No guarantees have been given or received.
Details of directors’ emoluments are set out in the directors remuneration report beginning on page 22.
Transactions with related parties
Chitta Lu Limited
During the period the Group paid a total of 66,000 Eur to Chitta Lu Limited for corporate finance services
related to the IPO in January 2022. Roby Zomer is a director of both Graft Polymer (UK) Plc and Chitta Lu.
MGC Pharmaceuticals Limited
During the period the Group received €48,125 of revenue from MGC Pharmaceuticals. Roby Zomer is a
director of both Graft Polymer (UK) Plc and MGC Pharmaceuticals Limited.
29. EVENTS SUBSEQUENT TO PERIOD END
There have been no material events post period end that require disclosure.
30. CONTROL
In the opinion of the Directors as at the year end and the date of these financial statements there is no
single ultimate controlling party.