Registered number: 13138531

GENFLOW BIOSCIENCES PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED

31 DECEMBER 2024

GENFLOW BIOSCIENCES PLC

CONTENTS

Page

Company Information 2

Chairperson’s Report 3

Strategic Report 5

Operating Risks and Uncertainties 11

Directors’ Report 13

Statement of Directors’ Responsibilities 17

Corporate Governance Report 18

Audit Committee Report 24

Remuneration and Nomination Committee Report 25

Independent Auditor’s Report to the Members of Genflow Biosciences plc 28

Consolidated and Company Statement of Financial Position 33

Consolidated Statement of Comprehensive Income 34

Consolidated Statement of Changes in Shareholders’ Equity 35

Company Statement of Changes in Shareholders’ Equity 36

Consolidated and Company Statement of Cash flows 37

Notes to the Financial Statements 38

GENFLOW BIOSCIENCES PLC

COMPANY INFORMATION

Directors Tamara Joseph (Non-Executive Chairperson)

Eric Leire (Executive Director)

Peter King-Lewis (Non-Executive Director)

Guy-Charles Fanneau De La Horie (Non-Executive Director)

Yassine Bendiabdallah (Non-Executive Director)

Company Secretary Westend Corporate LLP

Registered Office 6 Heddon Street

London

W1B 4BT

Company Number 13138531

Bankers Wise Business

56 Shoreditch High Street

London

E1 6JJ

United Kingdom

ING Belgium N.V.

Avenue Marnixlaan

24 B-1000 Brussels

Belgium

Brokers Capital Plus Partners Limited

Floor

49 St James Street

London

SW1A 1JT

Statutory Auditors PKF Littlejohn LLP

15 Westferry Circus

Canary Wharf

London

E14 4HD

Solicitors Hill Dickinson LLP

The Broadgate Tower

20 Primrose Street

London

EC2A 2EW

GENFLOW BIOSCIENCES PLC

CHAIRPERSON’S STATEMENT

Dear Shareholders,

Introduction

I am pleased to present my statement as the Chairperson of Genflow Biosciences Plc (GENF) (the “Company”).

The Company is a preclinical biotechnology company focused on the development of innovative biological interventions

(namely gene therapies) which are aimed at tackling the effects of aging, potentially slowing or halting the aging process and

so reducing the incidence of age-related diseases thereby increasing life span.

During 2024, the Company made significant progress with its two core research programmes, MASH (Metabolic Dysfunction-

Associated Steatohepatitis) and Werner Syndrome, and was pleased to report that it has entered into further collaborations

with world-class researchers and laboratories on two new research programmes.

Most notably, our MASH study is advancing into the pre-IND phase of preclinical development (a critical stage where

companies discuss their product development with the FDA), and we have partnered with Exothera SA for GMP (good

Manufacturing Practise) manufacturing of the clinical lot, utilising its state-of-the-art facilities in Belgium.

In June 2024, we received positive feedback from the FDA encouraging Genflow to proceed with its plans to identify

appropriate animal models through pilot, proof-of-concept studies. This has emboldened us on our journey and provides

encouragement that we may receive further positive feedback from the FDA once the Company has submitted a

comprehensive briefing package conducted on our lead drug candidate, GF-1002, for the treatment of MASH.

An update on the status of each of our research projects has been detailed in the Strategic Report on page 5.

On 18 January 2024 , we commenced two collaborations with world-class researchers and laboratories which allowed us to

receive the support of two non-diluting and non-reimbursable research grants from the Government of Wallonia in Belgium,

as follows;

• Sarcopenia research program with Revatis SA - focusing on the development of muscle progenitor cells loaded

with Genflow's proprietary SIRT6, for the prevention and treatment of sarcopenia, the age-related loss of muscle

mass and function.

• Exosome-mRNA project with EXO Biologics - which aims to deliver a therapeutic product composed of exosomes

encapsulating an AAV or mRNA encoding SIRT6, designed to target MASH and Werner Syndrome.

During 2024, the Company has received grant funding of totalling €777,281 in respect of 50% these projects, with the further

50% financial support committed in the first half of 2026, subject to spending over the working capital requirements. In 2024,

other operating income totalling £320,471 has been recognised in the Consolidated Statement of Comprehensive Income in

relation to these grants.

Funding

In October 2024, we received official confirmation from the Wallonia region of this continued support for our MASH project in

the form of €4,026,525 in non-dilutive financial support, subject to the Company meeting certain conditions, which will continue

to fund the ongoing development of Genflow's lead gene therapy for the treatment of MASH. The Wallonia region's financial

support highlights the growing recognition of Genflow's innovative work in gene therapy.

The financial support comprises non-reimbursable research grants and a recoverable advance, repayable to the Wallonia

region upon commercialisation. This funding, is expected to cover three years of Genflow's development program for GF-

1002, with the first instalment being received as working capital and is receivable subject to Genflow meeting certain capital

requirements.

Further strengthening the Company's financial position and increasing its institutional investor base, the Company completed

a placing and subscription of £715,000 (before expenses) in April 2024. We were privileged to have Premier Miton, a well-

known UK institution, participate in this fundraise.

The Company completed a further fund raise in March 2025 with a major institution for an equity investment totalling £434,083

(before expenses), in order to accelerate the Company's planned 2025 programs including launching a clinical trial in aged

dogs.

2025

During 2025, the Company plans to continue advancing its existing research programs, along with embarking on an exciting

clinical trial focused on aged dogs. In early 2025, we commenced a proof-of-concept clinical trial to evaluate the safety and

efficacy of our proprietary SIRT6-centenarian gene therapy targeting age-related decline in dogs.

GENFLOW BIOSCIENCES PLC

CHAIRPERSON’S STATEMENT

In addition to this, we will shortly launch a new development program in ophthalmology, focused on advancing a novel gene

therapy which utilizes a specially designed non-viral vector engineered for precise delivery of Genflow's SIRT6 to the eye.

The therapy is designed to combat ocular problems including several pathologies of the cornea and glaucoma.

Financial Overview

As at 31 December 2024, the Group had cash reserves of £278,682 (2023: £683,974) and was debt free.

Group administration expenses for the 2024 year totalled £1,907,706 (2023 restated: £2,030,199) which consisted of

professional, legal and consulting fees of £188,522 (2023: £215,971) and PR and marketing costs of £97,049 (2023:

£106,819). Expenditure on research and development was £1,151,462 for the year (2023: £1,191,954), all of which has been

recognised as an expense due to the Group being in the research phase.

During the year ended 31 December 2024, the Company recognised grant income of £320,471 (2023: £169,854) relating to

the two non-dilutive and non-reimbursable research grants from the Government of Wallonia in Belgium’s Advanced Therapy

Medicinal Products (ATMPs), the remaining proportion of the €777,281 cash received in relation to the research grants will

be recognised as grant income when the corresponding expenditure has been incurred.

Other Comprehensive Income was charged with a translation gain of £20,934 (2023 restated: £6,435) upon converting the

Subsidiary’s results for the year since acquisition to GBP.

Prior year adjustment

In the current year, a prior year misstatement was identified is respect of a material value of expense totalling US$288,080

(£231,640) which had been recognised in 2024, but related to 2023. The expense was identified as missing after the

finalisation of the 2023 financial statements.

Consequently, this has resulted in the Group’s comparative figures being restated with the impact being an increase to

administrative expenses for the year by £231,640, an increase to trade and other payables by £226,222 and an increase to

other reserves by £5,418.

Further disclosure has been made in note 2.1.

Forward look

On behalf of the Board, I want to express our gratitude for your continued support. The progress we have made in advancing

therapeutic solutions for longevity has been greatly bolstered by the continued support of our collaboration partners, the

Belgian Government and our stakeholders. This support strengthens our resolve to address age-related diseases through

innovative treatments. We remain dedicated to enhancing healthspan, and we are especially excited to bring you updates in

relation to our dog study which we hope will unlock groundbreaking insights that could revolutionise both veterinary and

human medicine.

Tamara Joseph

Non-Executive Chairperson

GENFLOW BIOSCIENCES PLC

STRATEGIC REPORT

Introduction

We are a pre-clinical biotechnology company committed to using gene therapy technologies to develop drugs that potentially

halt, slow or reverse the aging process. Our products will aim to improve the health span (living healthier for longer) and

potentially, life expectancy. Our objective is to develop gene therapies that address the growing medical need to prevent and

delay age-related diseases by using adeno-associated viruses (“AAV”) vectors to deliver copies of a SIRT6 gene variant

found in Centenarians.

Research and Development Update

The Company’s focus is the creation of innovative interventions in gene therapies that provide hope for halting, slowing or

even reversing the aging process. The Group seeks to streamline and accelerate pre-clinical, regulatory, clinical, and

production pathways.

Throughout the year, the Group’s two core programs made significant strides, along with the introduction of three new work

programs. The status of these are as follows;

• MASH (GF-1002): We are advancing to the pre-IND phase of our preclinical development and have partnered with

Exothera SA for GMP manufacturing of the clinical lot. Exothera, a specialised CDMO (Contract Development and

Manufacturing Organisation), provides end-to-end GMP manufacturing services for viral vectors, RNA (Ribonucleic

Acid) therapeutics and vaccines, with state-of-the-art facilities in Belgium and the US.

Leveraging these innovative technologies and expertise, we are aiming to be positioned to fast-track our progress

and initiate the first proof-of-concept study of our gene therapy in patients with MASH. This milestone will be a critical

achievement for the Company, signalling our readiness to transition into clinical trials, and showcasing the maturity

and scalability of our therapeutic platform. Prior to commencing GMP manufacturing, we will ensure full regulatory

compliance to reinforce confidence in our program among potential partners, investors, and regulatory agencies.

• Werner Syndrome (GF-1003): We have developed a proprietary liver organoid derived from human cells of patients

with Werner syndrome. Organoids are miniature, three-dimensional tissue models (grown in the lab) that mimic the

structure and function of real organs.

Compared to using animal models, organoids offer several advantages: they are derived from human cells from

patients affected with the disease, providing more accurate insights into human-specific biology; they reduce reliance

on animals in research; and they allow for personalized disease modelling and drug testing tailored to individual

patients.

Simultaneously, we are making progress on gene therapy targeting Werner Syndrome, an accelerated aging

disease. Here, our vision is clear: to enhance the quality of life for affected patients and expedite the path towards

swift and successful first-in-human trials under orphan drug designation. Our lead compound GF-1003, is a topical

delivery of SIRT6 to the fibroblasts in the skin. The Company has already conducted a preliminary feasibility study

for a clinical site in Northern Sardinia, Italy.

• Dog Aging (GF-1004): As recently announced, we are initiating a life extension clinical trial for aging dogs in

collaboration with our contract research partner, Syngene. This six-month study will assess the potential of a

veterinary version of our gene therapy to extend both the health span and lifespan of dogs. We expect to complete

the full analysis of the trial by the end of 2025. Based on the outcomes, we may explore partnership opportunities or

licensing agreements with veterinary specialty pharmaceutical companies.

• Sarcopenia (GF-1005): We are making steady progress with our project aimed at addressing mitochondrial

dysfunction observed in sarcopenia. This work focuses on restoring mitochondrial health as a key factor in combating

the condition. The loading of myoblast progenitors with centSIRT6 is currently underway in collaboration with our

partner, Université libre de Bruxelles (ULB). We are optimistic that these efforts will pave the way for innovative

solutions to improve muscle health and combat sarcopenia effectively.

• Ophthalmology (GF-1006): We are focused on advancing a novel gene therapy leveraging our proprietary

Centenarian SIRT6 (cSIRT6). This therapy will utilize a specially designed non-viral vector engineered for precise

delivery of Genflow's centenarian SIRT6 to the eye. The therapy is designed to combat ocular problems including

several pathologies of the cornea and glaucoma.

Additionally, part of these results have been published in a peer controlled journal (reference: Human centenarian-associated

SIRT6 mutants modulate hepatocyte metabolism and collagen deposition in multilineage hepatic 3D spheroids - PubMed

(nih.gov)) with the Company’s CEO and members of its SAB listed as co-authors.

Strategic Development - Collaborative Research Agreements

Since incorporation, the Company has entered into several scientific collaborations with top-tier longevity research institutions

and, in early-2024, we were pleased to announce we had entered into new collaborative research agreements with two

prestigious organisations in the biotechnology space.

GENFLOW BIOSCIENCES PLC

STRATEGIC REPORT

These two new research programs are a part of a broader innovation partnership that the Walloon Government, dedicated to

Advanced Therapy Medicinal Products (ATMPs).

Sarcopenia Research Program with Revatis SA

Genflow, together with Revatis SA, launched a 3-year sarcopenia research program, generously funded by a grant totalling

€1.34m. Sarcopenia, the progressive loss of muscle mass and function associated with aging, poses a significant health risk

and affects the quality of life for millions of elderly people worldwide.

mRNA Delivery Research with EXO Biologics

Genflow and EXO Biologics initiated a 3-year scientific program, supported by a grant of €1.55m. The project focuses on the

development of a novel mRNA delivery system using exosomes to encapsulate and transport Genflow's proprietary

centenarian SIRT6 gene. The Company plans to use these loaded exosomes for topical delivery to patients with Werner

Syndrome.

In April 2025, the Company also entered into a strategic partnership with Heureka Labs, Inc., a U.S.-based AI-driven discovery

and analytics platform. Heureka Labs, a technology spin-off from Duke University, will provide Genflow with access to its

proprietary artificial intelligence ("AI") platform, which specialises in the analysis of high-dimensional genomic data including

RNA sequencing and gene expression profiles. The application of Heureka's AI technology is expected to enhance Genflow's

ability to interpret complex biological datasets, enabling deeper insights into gene regulatory networks and systemic biological

responses. These insights will be key to optimising therapeutic design and anticipating patient-specific outcomes. Genflow

will retain all IP rights under the agreement.

Outlook for 2025

Our key objectives for 2025 are:

• Continuing to identify suitable grant funding to support the Group’s project pipeline.

• Undertake key Investigational New Drug (IND)-enabling development activities that will help define the

pharmacological and toxicological properties of our lead drug candidate, GF-1002, and its potential benefits for

MASH patients.

• Select site and QMS framework for clinical readiness, expected by the end of 2025 for the MASH program.

• Commence preliminary discussions with the European Medicines Agency (EMA) on Mechanism of Action (MoA)

data for Orphan Drug Application (ODA) for our second compound GF-3001, targeting Werner Syndrome.

• Work with selected Contract Development and Manufacturing Organization (CDMO) for advancing the GMP

manufacturing of the MASH clinical lot of lead drug candidate, GF-1002.

• Develop and implement project management, budgeting and governance for collaborative partners, in line with

clinical and pre-clinal activities that will enable IND applications.

• Move key patent applications under the Patent Cooperation Treaty (PCT) to the national phase, while further

expanding our development pipeline with new products and new indications.

• Complete and analyse results of our clinical trial in aged dogs with the objective of a licensing out agreement with

an Animal Health pharmaceutical company.

• Initiate the development program for eye pathologies with an ophthalmology partner.

Intellectual Property

Genflow BE holds an exclusive worldwide patent license, along with the University of Rochester, concerning the GF-1002

compound and its administration to treat humans and pets. The GF-1002 patent application principally relates to the cDNA of

the variant of the human sirtuin 6 gene found in Centenarians. This represents the broadest possible scope for a “gene patent

application” since it encompasses any use of the variant, including specifically, the Group’s product GF-1002, but also any

product that contains the variant for use in any application. Genflow's collaborative partners include: the University of

Rochester, The Trustees of Columbia University in the City of New York, and Albert Einstein College of Medicine, New York.

Genflow BE also holds a provisional patent application focusing on the ability to edit the SIRT6 gene. This gene has been

shown to play a role in longevity and age-related diseases. If granted, the patent will represent a significant breakthrough in

the field of gene editing, with potential implications for longevity and other forms of gene therapy.

In 2022, the Company filed a new patent application with the United States Patent and Trademark Office that relates to

methods of administration of variants of SIRT6, and the gene variant's therapeutic uses for the treatment of two disorders

involving the liver: Non-alcoholic fatty liver disease NAFLD, and MASH. The application was filed via Genflow Biosciences

SRL (“Genflow BE”).

Post year-end, the Company’s exclusive, out-licensed patent application for editing the SIRT6 gene, linked to longevity and

age-related diseases had successfully progressed through the Supplementary European Search report. If successful, this

research could have significant positive implications for the field of gene therapy and beyond. Based on this work, further IP

opportunities are also being continually explored.

GENFLOW BIOSCIENCES PLC

STRATEGIC REPORT

Investment To Date

The Company has an agreement with the Wallonia region in Southern Belgium to receive a non-dilutive research grant award

of up to €4m. To date, the Company has accessed funding under tranche one of the grant which totals €767,000, of which

partial payment was received in April 2024. The Company expects to apply for the next tranche of funding in 2025.

Additionally, the Company’s research with Revatis SA and EXO Biologics is supported by substantial non-diluting and non-

reimbursable research grants by the Government of Wallonia in Belgium, of which a combined total of €1.55m is receivable.

Half of the total grant was received by Genflow BE in 2024, and the remaining balance is due to be received in early 2026,

subject to working capital requirements.

Funding for the two research programs, as part of the Wallonia Recovery Plan by the Walloon Government in Belgium, will

be disbursed annually to the Company, contingent upon Genflow and its collaborators achieving specific, activity-based

milestones.

In April 2024, the Company completed a placing and subscription to which raised £715,000 (before expenses) during the

period and had participation from a well-known institutional investor, Premier Miton Group Plc.

In April 2025, the Company completed a placing with a major institution for an equity investment totalling £434,083 (before

expenses).

The Scientific Advisory Board (SAB)

Genflow has established, what the Directors believe is, a strong scientific advisory board (“SAB”) experienced in the field of

longevity.

The role of the SAB is to provide the Company with specific guidance on its research & development programmes.

Furthermore, the Company can benefit from constant external perspectives which the members of the SAB can bring to steer

its research & development strategies.

Details of the SAB members are as follows:

Dr Vera Gorbunova

Dr Vera Gorbunova, PhD is the Co-Director of the Rochester Ageing Research Center, University of Rochester New York. Dr

Gorbunova is an endowed Professor of Biology at the University and a Co-Director of the Rochester Ageing Research Center.

Her research is focused on understanding the mechanisms of longevity and genome stability and on the studies of

exceptionally long-lived mammals. Her work has received awards from the Ellison Medical Foundation, the Glenn Foundation,

American Federation for Ageing Research, and from the National Institutes of Health. Her work was awarded the Cozzarelli

Prize from PNAS, the prize for research on ageing from ADPS/Alianz, (France), the Prince Hitachi Prize in Comparative

Oncology, (Japan), and the Davey prize from Wilmot Cancer Center.

Dr Eric Verdin

Dr Eric Verdin, M.D. has been Chief Executive Officer and President of Buck Institute For Age Research since 18 November

2016. Dr Verdin served as an Associate Director and Senior Investigator at the Gladstone Institute of Virology and Immunology

and a Professor of Medicine at the University of California. Dr Verdin's laboratory work focuses on the role of protein

acetylation in biological processes, particularly in modulating the immune response. Specifically, his laboratory studies histone

deacetylase enzymes (HDACs) that remove acetyl groups from histones and non-histone proteins.

Dr Matthew Hirschey

Dr Matthew Hirschey, PhD is an Assistant Professor in the Departments of Medicine (Division of Endocrinology, Metabolism

and Nutrition) and Pharmacology & Cancer Biology at Duke University Medical Center and a faculty member of the Sarah W.

Stedman Nutrition and Metabolism Center and the newly formed Duke Molecular Physiology Institute. His research focuses

on mitochondrial metabolism, with a particular interest in how cells use metabolites and chemical modifications to sense

metabolism. He, and his lab, study the regulation of this process by a family of enzymes called sirtuins, and how sirtuins

maintain energy homeostasis. His work has appeared in several leading journals, including Nature, Science, Cell Metabolism

and Molecular Cell. He has received several awards including an Innovator Award from the American Heart Association, a

New Scholar in Ageing Award from the Ellison Medical Foundation, and the Helmholtz Young Investigator in Diabetes (HeIDi)

Award. His work is supported by grants from the American Heart Association, the Mallinckrodt Foundation, Friedreich's Ataxia

Research Alliance, the Ellison Medical Foundation, and the National Institutes of Health.

Dr Manlio Vinciguerra

Dr Manlio Vinciguerra, PhD is a Principal Investigator at the International Clinical Research Center (ICRC), Brno, Czech

Republic. Previously he held a position of Senior Lecturer at the Institute for Liver and Digestive Health at University College

London (UCL), London, United Kingdom. He received his PhD in Internal Medicine (2004) and research training at the

University of Geneva, Switzerland, and at the European Molecular Biology Laboratory (EMBL), in Italy and in Germany (2005-

GENFLOW BIOSCIENCES PLC

STRATEGIC REPORT

2011). He obtained a degree in Biomolecular Sciences from the University of Catania, Italy, in 1999. Dr. Vinciguerra unravelled

important cellular signalling and epigenetics mechanisms involved in metabolic and infectious processes, stress and ageing

in the heart and in the liver, such as PI3K/AKT/mTOR pathway and sirtuins, using a systems biology approach in cells and

rodent models. He is a member of Who's Who in Gerontology.

Professor Dr. Sven Francque

Professor Francque is a renowned expert in the field of NAFLD and its advanced form, nonalcoholic steatohepatitis now

known as Metabolism-Associated Steatohepatitis (MASH). He has a long-standing interest and expertise in NAFLD and

MASH, with research focusing on the vascular changes in steatosis and their contribution to disease progression. Genflow

stands to gain significant value from Professor Francque’s extensive knowledge of MASH, particularly in identifying new

targets and potential therapies for the disease. Moreover, Professor Francque’s expertise in clinical research and clinical trial

design will be invaluable in the development of clinical trial programs for the Company’s novel therapeutics. His membership

of the SAB will play a vital role in shaping and broadening the Company’s strategy and direction, and his vast experience will

be integral to achieving the Company’s goal of improving the lives of patients with MASH.

Dr. Mary E. Rinella, MD

Mary Rinella, MD, is a board-certified transplant hepatolgist at University of Chicago Medicine. Dr. Rinella is an expert in fatty

liver disease (steatotic liver disease). She has become an expert in the various types of fatty liver diseases during her 20-

year tenure, while also learning extensively about autoimmune and biliary liver diseases. Dr. Rinella has significant experience

treating these illnesses, utilizing remedies such as nutritional intervention, the use of medications, endoscopy and clinical

trials to deliver the most advanced treatment options. Dr. Rinella earned her medical degree at the University of Illinois School

of Medicine before completing her residency and fellowship at the University of Chicago and Northwestern University,

respectively. Her studies on the matters have led to over 150 articles published in prestigious journals such as Nature Reviews

Gastroenterology & Hepatology, Gastroenterology, Hepatology, Journal of the American Medical Association (JAMA), The

Lancet and more.

In order to align the objectives of the SAB members with that of the Group, a portion of the SAB member’s remuneration is in

the form of Ordinary Shares in the Company.

Organisational Progress

Since incorporation, the Company has made significant progress in its commitment to best practice in Corporate Governance.

The Company is proud to uphold a good standard of corporate governance by putting in place:

• An effective board of directors that is collectively responsible for ensuring success in the long term, led by a

chairperson who is committed to continuous improvement

• A board that features a balance of competencies, experience, diversity, company knowledge and independence

• Directors that are able to dedicate sufficient time to their responsibilities, receive a great induction and have the

opportunity to regularly update their skillset

• Regular evaluation of the board performance as well as that of the individual directors and committees.

The Company’s Corporate Governance policy has been further detailed in the Corporate Governance Report on page 18.

Being a great place to work

Underlying our strategy, is our dedication to ensuring we are able to attract and retain great talent by being, and remaining, a

great place to work. As our business develops, we believe our success will require ideas that can only come from people

encouraged to be themselves at work, enabled to contribute to their full potential, and empowered to challenge conventional

thinking.

For us, that means being an inclusive and diverse workplace, attracting and retaining the best people. Genflow’s current staff

base is made up of Directors and contractors, however we plan to take on more employees as we grow, and we are committed

to implementing the aforementioned strategy from the start of our journey.

Diversity Statement

The Company’s culture allows and encourages every person to make a unique and positive contribution to the organisation

irrespective of their differences. The Company encourages contributions from all groups and actively seeks to maintain a

diverse board of Directors, which will in turn be reflected in its workforce when the Company begins to recruit.

Roles by gender

2024 2023

Female Male Female Male

Non-executive Director 1 3 1 3

Executive Director - 1 - 1

GENFLOW BIOSCIENCES PLC

STRATEGIC REPORT

In 2024, 20% of the board was made up of women. As the Company grows and develops it is eager to increase its gender

diversity by appointing more women to its Board, adding new perspectives and contributions. However, at present, the Board

and Company remains fairly small and only meets one out of two gender diversity targets set by the Listing Rules.

Roles by ethnicity

One fifth of the Company’s board is formed of individuals from ethic minority backgrounds, as defined by the Listing Rules.

Key Performance Indicators (“KPIs”)

The Board monitors the activities and performance of the Group on a regular basis. The Board uses financial indicators based

on budget versus actual to assess the performance of the Group. The indicators set out below will be used by the Board to

assess performance.

The main financial KPI for the Group at this stage is the level of cash and cash equivalents. Non-financial KPIs are more

relevant at this stage, in line with the monitoring of progress of key milestones in the R&D phase.

These below key KPIs allow the Board to monitor costs and plan future research and development activities.

Due to the Group being in the early stages of research and development, it is yet to reach its key milestones such as

completing clinical trials. However, the Group continues to hit soft-milestones as its journey progresses.

Statement by the Directors in performance of their statutory duties in accordance with s172(1) of the Companies Act

2006

The Director’s believe they have acted in the way most likely to promote the success of the Group for the benefit of its

members as a whole, as required by s172(1) 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 Group’s employees;

• Foster the Group’s relationships with suppliers and others; and

• Consider the impact of the Group’s operations on the community and environment.

The application of the s172 requirements are demonstrated throughout this report and the financial statements as a whole,

with the following examples representing some of the key decisions made in 2024 and up to the date of the approval of these

financial statements:

• Continuing to identify suitable grant funding to support the Group’s project pipeline.

• Undertake key Investigational New Drug (IND)-enabling development activities that will help define the

pharmacological and toxicological properties of our lead drug candidate, GF-1002, and its potential benefits for

MASH patients.

• Select site and QMS framework for clinical readiness, expected by the end of 2025 for the MASH program.

• Commence preliminary discussions with the European Medicines Agency (EMA) on Mechanism of Action (MoA)

data for Orphan Drug Application (ODA) for our second compound GF-3001, targeting Werner Syndrome.

• Work with selected Contract Development and Manufacturing Organization (CDMO) for advancing the GMP

manufacturing of the MASH clinical lot of lead drug candidate, GF-1002.

• Develop and implement project management, budgeting and governance for collaborative partners, in line with

clinical and pre-clinal activities that will enable IND applications.

• The clinical trial in aged dogs is conducted in Morocco by our partner CRO, Syngene with twenty-six beagle dogs

aged more than 10 years. This comparative trial has been approved by the ethical committee. The dogs will be

randomised in 4 different groups. Three groups will be treated for 6 months with different modalities of centenarian

SIRT6 gene therapies and a group will serves as control. After 6 months we will analyse several endpoints including

determination of biological age by methylation clock with the objective of a licensing out agreement with an Animal

Health pharmaceutical company.

• Continue to seek engagement with shareholders by encouraging them to attend the Company’s AGM and publishing

periodic Company updates to keep shareholders informed of the Group’s R&D progress.

Principles 2 and 3 of the Corporate Governance Statement on page 18 provides further evidence for how Section 172(1) has

been applied to strategic issues, risks or opportunities across key stakeholder groups.

2024 2023

Cash and cash equivalents 278,682 £683,974

Interaction with health authorities 1 1

Intellectual property held 4 4

In vivo data for targeted indication (Werner and MASH) 2 2

GENFLOW BIOSCIENCES PLC

STRATEGIC REPORT

By order of the Board

Eric Leire

Chief Executive Officer

30 April 2025

GENFLOW BIOSCIENCES PLC

OPERATING RISKS AND UNCERTAINTIES

Set out below are the key operating risks and uncertainties affecting the Group.

Research and development risk

The Group operates in the biotechnology development sectors and carries out complex scientific research. If the research,

preclinical testing or clinical trials of any of its product candidates fail, meaning that these candidates will not be licensed or

marketed, this would result in a complete absence of revenue from these failed candidates. Additionally, any positive results

from trials carried out on animals may not necessarily transfer to humans. For example, the mouse model study for Werner

Syndrome cannot yet be seen to be fully reliable.

Mitigation: The Group minimises this risk by continually seeking to broaden its drug candidate portfolio. Furthermore, the

Group establishes a culture of collaboration with other research organisations with complementary expertise. Translational

projects, such as pre-clinical development of SIRT6-AAV, require the integration of many scientific disciplines and breaking

down of the 'cultural' barriers that sometimes exist between the disciplines.

Timeline risk

Failure can occur at any stage of clinical development and, as a result, enforced delays to the clinical development plan could

hinder or prevent commercialisation of the Group's product candidates. Many markets where the Group intends to market its

future products, including the US, Europe and Asia, expect proposed new pharmaceutical products to pass stringent

standards. As a result, clinical trial design is extremely important, but costly and time-consuming, in order to satisfy national

government regulatory authorities, clinical investigators, hospital ethics committees, institutional review boards, customers

and distributors.

Mitigation: The Group intends to minimise this risk by retaining the skills and knowledge of the Scientific Advisory Board

and monitoring R&D progress against budget and millstones. The Group will also apply for Orphan Drug Designation which

provides a form of scientific advice, allowing sponsors to get answers to their questions on the types of studies needed to

demonstrate the medicine's quality, benefits and risks, and information on the significant benefit of the medicine.

Risks related to future funding requirements

The funds raised by the Group, plus the Wallonia Grant, are intended to support the Group’s pre-clinical development

activities. Additional capital will have to be raised to support clinical trial activities through established and highly-regulated

pathways to assess safety, tolerability and efficacy of each of its products before applications can be made to individual

countries or markets. Furthermore, such clinical trials are typically expensive, complex and can take considerable time to

complete.

Whilst the Company believes that it has access to sufficient funds to enable it to undertake all work preparatory to large animal

studies over the next 18 months, the Group will need to raise further funds to complete the development and

commercialisation of its products and to proceed with any future product candidates.

Mitigation: The Board keeps close control over budgeted vs actual expenditure to minimise over spending and to track

progress against milestones. The Group will also continually seek alternative funding such as grants. The Group also has

further equity fund raises at its disposal, however, it cannot be guaranteed that further funding from investors will be available

when required.

Risk related to dependence on key personnel

The Group is highly dependent on the expertise and experience of the Directors, senior management and the Scientific

Advisory Board and, in particular, Dr Eric Leire and Dr Vera Gorbunova. Recruiting and retaining qualified personnel (such

as Dr Eric Leire and Dr Vera Gorbunova), consultants and advisers with the relevant gene therapy expertise will be important

to its success.

Mitigation: The Group minimises this risk by bringing additional competencies within the management team, offering an

attractive remuneration package for members and key personnel. Furthermore, the Group is entering into scientific

collaborations with organisations in the UK, Europe and USA which allows the Group to utilise the experience of personnel

within these organisations.

The Exclusive Licence Agreement risk

The success of the Group’s business is highly dependent upon the Exclusive Licence granted to Genflow BE by the University

of Rochester. Under the terms of the Exclusive Licence Agreement, Genflow BE is required to maintain high standards and

meet various development milestones and expenditure requirements.

If the Group fails to meet its obligations under the Exclusive Licence Agreement, or if the Exclusive Licence is terminated for

any reason, it could have a material adverse effect on the business, results of operations, financial condition and prospects

of the Group.

GENFLOW BIOSCIENCES PLC

OPERATING RISKS AND UNCERTAINTIES

Mitigation: The Group put in place a mitigation strategy upon entering into the License Agreement by designing a licensing

agreement that aligns the interests of all parties involved. Furthermore, the licensee’s obligations included in the agreement

are realistic and proportionate to meet with appropriate monitoring by the Board.

IP risk

There is no guarantee that the patent applications will result in granted patents or provide the appropriate level of protection.

The Exclusive Licence granted to Genflow BE pursuant to the Exclusive Licence Agreement is conditional upon the success

of the GF-1002 patent application. The commercial success of the Group is dependent, in part, on non-infringement of patents

by other third parties. An adverse judgment against the Group may give rise to significant liability in monetary damages, legal

fees and a requirement to cease manufacturing, marketing or selling products.

Mitigation: A constant monitoring of third parties’ activities by IP counsel will reduce this risk and enable the Group to quickly

react in case of infringement. Moreover, the Group has the right to file infringement complaints with the courts and to defend

its patent rights.

Risk related to the use of Adeno Associated Viruses

There is a risk that safety issues may arise when the Group’s products are tested. This risk is common to all new classes of

clinical treatment and, as with all other biotechnology product companies, there is a general risk that trials may not be

successful.

Mitigation: The Group minimises this risk by engineering its AAVs as safer non-immunologic gene delivery vectors.

Furthermore, in parallel to the design of improved AAVs, the Group is also exploring other ‘back-up’ gene delivery methods

such as exosomes.

GENFLOW BIOSCIENCES PLC

DIRECTORS’ REPORT

The Directors present their Report, together with the Group financial statements and Independent Auditor’s Report, for the

year ended 31 December 2024.

Principal Activities and Business Review

The Company is a preclinical biotechnology company focused on the development of innovative biological interventions

(namely gene therapies) which are aimed at tackling the effects of aging, potentially slowing or halting the aging process and

so reducing the incidence of age-related diseases and thereby increasing health span.

A detailed review of the business of the Group during the year and an indication of likely future developments may be found

in the Chairperson’s Statement on page 3.

Principal risks and uncertainties are discussed on page 11.

Section 172 of The Companies Act has been considered in the Strategic Report on page 5. The Board is committed to

consideration of all stakeholders in their decision making and conduct of the Group’s business.

Results and Dividends

The loss of the Group for the year ended 31 December 2024 from continued operations amounts to £1,587,235 (2023

restated: £1,860,345).

The Directors do not recommend the payment of a dividend for the year.

Directors

The Directors who held office during the year and up to the date of signature of the financial statements were as follows:

Tamara Joseph

Eric Leire

Peter King-Lewis

Guy-Charles Fanneau De La Horie

Yassine Bendiabdallah

Directors’ Interests

The Directors, who served during the year ended 31 December 2024, had the following beneficial interests in the shares of

the Company at year end:

Director

31 December 2024 31 December 2023 As at the date of this

report

Ordinary

Options

Ordinary

Options

Ordinary

Options

Eric Leire

(1)

124,414,999 - 120,414,999 - 126,514,999 -

Yassine Bendiabdallah 1,270,500 - 470,500 - 1,270,500 -

Peter King-Lewis 1,182,000 - 382,000 - 1,182,000 -

Guy-Charles Fanneau De La Horie 1,100,000 - 300,000 - 1,100,000 -

Tamara Joseph 800,000 - - - 800,000 -

(1) Eric’s wife, Ms J Pattison, holds 150,360 Ordinary Shares.

Substantial Shareholdings

The Company is aware that, as at 30 April 2025, other than the Directors, the interests of Shareholders holding three per cent

or more of the issued share capital of the Company were as shown in the table below:

Shareholder Shares held Percentage of

holdings

Eric Leire 126,514,999 36.18%

Jonathan Mark Swann 21,025,000 6.0%

Adrian Beeston 17,475,000 5.0%

Premier Miton 15,147,262 4.3%

Samantha Baue

14,500,000 4.1%

Longevity Tech Fund 10,499,998 3.0%

GENFLOW BIOSCIENCES PLC

DIRECTORS’ REPORT

Political Contribution

The Group did not make any contributions to political parties during the year.

Corporate Responsibility

Environmental

As a development stage biotechnology business, the Group’s operations are at a relatively small scale. As such, the Group’s

environmental impact is relatively small when compared with larger businesses in the sector. Nevertheless, the Board

recognises its responsibility to protect the environment (particularly as the business scales up) and is fully committed to

conserving natural resources and striving for environmental sustainability, by ensuring that its facilities (and the facilities of

academic and contracted collaborators) are operated to optimise energy usage; minimise waste production; and protect

nature and people.

TCFD recommendations serve as a global foundation for effective climate-related disclosures and set out recommended

disclosures structured under four core elements of how companies operate:

o Governance – The organisation’s governance around climate-related risks and opportunities;

o Strategy – The actual and potential impacts of climate-related risks and opportunities for an organisation’s

businesses, strategy, and financial planning;

o Risk Management – The processes used by the organisation to identify, assess, and manage climate-

related risks; and

o Metrics and Targets – The metrics and targets used to assess and manage relevant climate-related risks

and opportunities.

These are supported by recommended disclosures that build on the framework with information intended to help investors

and others understand how reporting companies assess climate-related risks and opportunities.

The table below shows the Group’s current progress against the TCFD recommendations.

TCFD Pillar Recommended Disclosure Genflow Response

Governance

• The board’s oversight of

climate-related risks and

opportunities

• Management’s role in

assessing and managing

climate related risks and

opportunities

As a research stage biotechnology business, the

Group’s operations are relatively small scale and so

is its environmental impact.

The Board has oversight of climate-related matters

(which include risks and opportunities). The Board

is supported by the Audit Committee, which is

responsible for keeping under review the adequacy

and effectiveness of the Group’s internal control and

risk management systems, which consider climate-

related risks.

Strategy

• Climate-related risks and

opportunities identification

• Climate-related risks and

opportunities impacts

• Resilience of the

organisation’s strategy

Genflow is committed to a net zero and healthier

planet, and this is part of the Group’s strategic long-

term priorities.

The Board is committed to conserving natural

resources and striving for environmental

sustainability, by ensuring that its facilities (and the

facilities of academic and contracted collaborators)

are operated to optimise energy usage; minimise

waste production; and protect nature and people.

As Genflow progresses towards testing, ESG will be

at the heart of the Board and management’s vision

and strategy to enable climate-related risks and

opportunities to be identified and suitably

mitigated/actioned.

The information collected will allow the Board to

challenge the Group’s strategy to ensure it is as

resilient as possible.

GENFLOW BIOSCIENCES PLC

DIRECTORS’ REPORT

TCFD Pillar Recommended Disclosure Genflow Response

Risk Management

• Identifying and assessing

climate-related risks

• Managing climate-related

risks

• Integration into overall risk

management

Given the small scale of its current operations,

Genflow has the ability to embed climate-related

risk management systems into its overall internal

control systems from the start of its journey, thus

almost eliminating the occurrence of transition risk.

As operations scale up, the identification,

assessment and effective management of climate-

related risks and opportunities will be actively

discussed during Board and management

meetings.

Metrics and Targets

• Climate-related metrics

• Scope 1, Scope 2, and Scope

3 emissions.

• Climate-related targets

As the Group’s operations scale up, it will continue

to monitor its energy use and its status as a low

energy user. The Group will seek to collect,

structure, and effectively disclose related

performance data for the material, climate-related

risks and opportunities identified where relevant.

The Board will also look to adopt the Sustainability

Accounting Standards Board (SASB)

recommended disclosures once it is operating on a

larger scale.

Streamlined Energy and Carbon Reporting

The Company used less than 40,000kWh of energy in the United Kingdom during 2024 and, therefore, does not report on

energy consumption and emissions under the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and

Carbon Report) Regulations 2018.

Social

The Board is committed to creating a positive, inclusive and welcoming work environment for its employees, workers, job

applicants and academic and business partners. The Group ensures that people receive equal treatment, regardless of

gender, gender-identity, age, disability, religion, belief, political views, sexual orientation, marital status, nationality or race,

physical or mental health.

The Directors believe that diversity is fundamental to the Group and to the success of developing innovative therapeutic

treatments. The Board is committed to creating a diverse environment, where the rights and differences of everyone, directly

or indirectly operating within the Group, are valued.

Health and safety

The Company operates a comprehensive health and safety programme which will seek to ensure the wellbeing and security

of its employees once it begins to recruit. The Board will at all times work to ensure that the Group complies with the highest

standards of ethical and safety standards. In addition, the Group uses hazardous, or potentially hazardous, chemical and

biological materials during its research and development programmes. These materials are necessary for the core research

activities undertaken by the Group. The Group is committed to ensuring that hazardous chemicals and biological materials

are acquired, stored, transferred, modified, handled, and disposed of in a way that minimises any potential adverse effects to

human health and to the environment. Their use is based on both an understanding of the hazards they present and on the

corresponding controls aimed at managing the risk of exposure. The Group complies with the local and national guidelines in

all matters of health and safety.

For scientific and regulatory reasons, animal studies remain a crucial part of the Group’s work to deliver safe and effective

therapies, which benefit animal and patients’ health and the wellbeing of our society. At present it is not possible, either due

to lack of suitable alternatives, or because animal studies are required by regulatory authorities, for the Group to eliminate

the need for animal studies in its work. The Group recognises the ethical responsibility to treat all animals respectfully, while

striving to minimise their pain or distress, and to avoid it completely when possible. To this end, the Group strictly complies

with all applicable international and local legislation and regulatory guidelines and, furthermore, is committed to following the

high standards of internationally recognised practices on the humane treatment of animals. The Group upholds and embraces

the “3Rs” of animal research, namely:

• the replacement of animals when possible and/or acceptable;

• the reduction of the numbers of experiments and of animals required by each experiment; and

• the minimisation of pain and distress, by means of refinement of animal studies procedures.

GENFLOW BIOSCIENCES PLC

DIRECTORS’ REPORT

Principal Risks and Uncertainties

The management of the business and the execution of the Group’s strategy are subject to a number of risks. Risks are

formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. The principal

business risks affecting the Group are set out on page 11.

Financial Risk Management

The Group’s operations expose it to a variety of financial risks that include the effect of changes in foreign currency exchange

rates, funding risk, credit risk, liquidity risk and interest rate risk. The Group has a risk management programme in place that

seeks to limit the adverse effects on the financial performance of the Group. The Group does not use derivative financial

instruments to manage foreign currency risk and, as such, no hedge accounting is applied.

Details of the Group’s financial risk management policies are set out in Note 3 to the financial statements.

Internal Controls

The Board recognises the importance of both financial and non-financial controls and has reviewed the Group’s control

environment and any related shortfalls during the year. Since the Group was established, the Directors are satisfied that,

given the current size and activities of the Group, adequate internal controls have been implemented. Whilst they are aware

that no system can provide absolute assurance against material misstatement or loss, in light of the current activity and

proposed future development of the Group, continuing reviews of internal controls will be undertaken to ensure that they are

adequate and effective.

Going Concern

The Directors, having due and careful enquiry, are of the opinion that the Company has or will have access to sufficient

funding in order to execute its operations over the next 12 months. The Directors therefore have made an informed judgment,

at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate

resources to continue in operational existence for the foreseeable future.. As a result, the Directors have adopted the going

concern basis of accounting in the preparation of the annual financial statements. Further details on their assumptions and

their conclusion thereon are included in the statement on going concern in Note 2.5 of the financial statements.

Directors’ and Officers’ Indemnity Insurance

During the financial year, the Company maintained insurance cover for its Directors and Officers under a Directors’ and

Officers’ liability insurance policy. The Company has not provided any qualifying indemnity cover for the Directors.

Events after the reporting period

Events after the reporting year are set out in Note 21 to the financial statements.

Provision of Information to Auditor

So far as each of the Directors is aware at the time this report is approved:

• there is no relevant audit information of which the Company's auditor is unaware; and

• the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit

information and to establish that the auditor is aware of that information.

Auditor

PKF Littlejohn LLP has signified its willingness to continue in office as auditor.

This report was approved by the Board on 30 April 2025 and signed on its behalf.

Tamara Joseph

Non-Executive Chairperson

GENFLOW BIOSCIENCES PLC

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable

law and regulation.

Company law in the United Kingdom requires the Directors to prepare Group and Company financial statements for each

financial year which give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of

the Group for that year. Additionally, the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules require

the Directors to prepare the Group financial statements in accordance with UK-adopted international financial reporting

standards in accordance with the requirements of the Companies Act 2006; the Company financial statements are prepared

on the same basis.

In preparing the Group and Company financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable accounting standards have been followed, subject to any material departures disclosed and

explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and

company will continue in business.

So far as each Director is aware, there is no relevant audit information of which the Company’s auditors are unaware, and

the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any

relevant audit information and to establish that the Company’s auditors are aware of that information.

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 and Company and enable

them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the Group and Company and for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The maintenance and integrity of the Company’s website is the responsibility of the Directors: the work carried out by the

auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any

changes that may have occurred to the financial statements since they were initially presented on the website.

Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from

legislation in other jurisdictions.

GENFLOW BIOSCIENCES PLC

CORPORATE GOVERNANCE REPORT

The Group is not required to comply with the UK Code of Corporate Governance and has not voluntarily adopted it. However,

the Directors recognise the importance of sound corporate governance and the Board intends, to the extent it considers

appropriate in light of the Group’s size, stage of development and resources, to implement certain corporate governance

recommendations.

The Directors have responsibility for the overall corporate governance of the Group and recognise the need for the highest

standards of behaviour and accountability. As such, the Company follows the QCA Corporate Governance Code (“the Code”)

as its code of corporate governance. The Code is published by the Quoted Companies Alliance (“QCA”) and is available at

www.theqca.com.

Corporate Governance Report

The QCA Code sets out 10 principles that should be applied. These are listed below together with a short explanation of how

the Group and Company applies each of the principles:

Principle One

Business Model and Strategy

The Board has concluded that the highest medium and long term value can be delivered to its shareholders by the adoption

of a focussed strategy for the Group.

The Group’s strategy is to focus on the development of innovative biological interventions (namely gene therapies) which are

aimed at tackling the effects of aging, potentially slowing or halting the aging process and so reducing the incidence of age-

related diseases and thereby increasing health span. Further details on the Group strategy is set out in the Strategic Report

on page 5.

Principle Two

Understanding Shareholder Needs and Expectations

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders.

Shareholders are encouraged to attend the Company’s Annual General Meeting. Investors also have access to current

information on the Company though its website, www.genflowbio.com, and via communication with Directors, in particular,

Eric Leire, (Chief Executive Officer) who is responsible for shareholder liaison. The Company is also engaged with the investor

relation consulting and support firm, Harbor Access to provide assistance with their communication with shareholders.

The Company’s annual report, Notice of Annual General Meetings (AGM) is sent to all shareholders and can be downloaded

from the Company’s website. Copies of the interim report and other investor presentations are available on the Company’s

website.

At the AGM, separate resolutions are proposed on each substantial issue. For each proposed resolution, proxy forms are

issued which provide voting shareholders with an opportunity to vote in advance of the AGM if they are unable to vote in

person. The Company’s registrars count the proxy votes which are properly recorded and the results of the AGM are

announced through regulatory news flow (“RNS”) . The Board is keen to ensure that the voting decisions of shareholders are

reviewed and monitored and that approvals sought at the Company’s AGM are, as much as possible, within the recommended

guidelines of the QCA Code.

Shareholders are kept up to date via RNS on matters of a material substance and regulatory nature. Periodic updates are

provided to the market and any deviations to these updates are announced via RNS.

Non-deal roadshows may be arranged throughout the year to meet with existing shareholders and potential new stakeholders

to maintain, as much as possible, transparency and dialogue with the market. Additionally investor presentations can be found

on the Company’s website.

Principle Three

Considering wider stakeholder and social responsibilities

The Board recognises that the long term success of the Company is reliant upon the efforts of the management and

employees of the Company and its scientific advisory board, contractors, suppliers, regulators and other stakeholders. As the

Group grows and develops, the Board have plans to put in place a range of processes and systems to ensure that there is

close oversight and contact with its key resources and relationships. For example, all employees of the Company will

participate in structured Company-wide annual assessment processes which are designed to ensure that there is an open

and confidential dialogue with each person in the Company to help ensure successful two way communication with agreement

on goals, targets and aspirations of the employee and the Company. The Board recognises that these feedback processes

will help to ensure that the Company can respond to new issues and opportunities that arise to further the success of

employees and the Company. The Company has close ongoing relationships with a broad range of its stakeholders and

provides them with the opportunity to raise issues and provide feedback to the Company.

GENFLOW BIOSCIENCES PLC

CORPORATE GOVERNANCE REPORT

Principle Four

Risk Management

In addition to its other roles and responsibilities, the Audit Committee is responsible to the Board for ensuring that procedures

are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the

Company. The risk assessment matrix below sets out those risks, and identifies their ownership and the controls that are in

place. This matrix is updated as changes arise in the nature of risks or the controls that are implemented to mitigate them.

The Audit Committee reviews the risk matrix and the effectiveness of scenario testing on a regular basis. The following

principal risks and controls to mitigate them, have been identified:

Activity Risk Impact Control(s)

Environmental Risk Negative environmental

impact of operations

The Group’s operations

are at a relatively small

scale. As such, the

Group’s environmental

impact is relatively small.

Ongoing monitoring to

ensure that its facilities and

the facilities of academic

and contracted

collaborators are operated

to optimise energy usage

minimise waste production

and protect nature and

people.

Research and

development Risk

The research, preclinical

testing or clinical trials of

any product candidates

could fail, meaning that

these candidates will not

be licensed or marketed.

This could result in a

complete absence of

revenue from these failed

candidates.

Ongoing monitoring of

results, assessment by

independent experts on

viability of studies and the

retention of the SAB

members.

Availability of licenses

Risk

Failure to meet

obligations under the

Exclusive Licence

Agreement could result

in its termination.

The Group would not

have any right to

commercialise GF-1002

which could have a

material adverse effect

on the business, result of

operations, financial

condition and prospects

of the Group.

Ongoing monitoring of the

Company’s obligations

under the Exclusive

Licence Agreement

including the payments of

amounts due and reporting

obligations.

Grant and infringement

of patents Risk

There is no guarantee

that the Patent

Applications will result in

granted patents. Also,

the Company may not be

able to monitor

infringement of its

patents by third parties,

allowing competitors to

increase their market

share.

The commercial success

of the Group is

dependent, in part, on

non-infringement of

patents by other third

parties.

Provide ongoing assistance

as may be required by the

applicants to the Patent

Application.

In addition to IP protection,

the Company also relies on

trade secrets to create

entry barriers to potential

competitors.

Dependence on key

personnel Risk

The Group is highly

dependent on the

expertise and experience

of the Directors, senior

management and the

Scientific Advisory

Board.

A loss of key personnel

could result in a loss of

knowledge and

personnel taking their

knowledge to

competitors.

Recruiting and retaining

and incentivising qualified

personnel, consultants and

advisers with the relevant

gene therapy expertise.

Strategic Risk Market downturn

Failure to deliver

commerciality

Change in macro-

economic conditions

Ongoing monitoring of

economic events and

markets

Active marketing and

experienced management

Financial Risk Misappropriation of funds

IT security

Fraudulent activity and

loss of funds

Loss of critical financial

data

Robust financial controls

and split of duties

Regular back up of data

online and locally.

GENFLOW BIOSCIENCES PLC

CORPORATE GOVERNANCE REPORT

Ability to raise further

capital

The Group may be

required to reduce the

scope of its development

Ongoing monitoring of

economic events and

markets.

Regulatory Risk

The Group will need to

obtain various approvals

from a number of

regulatory authorities in

order to market its future

products.

The Group’s activities will

be adversely affected by

regulatory factors such

as the suspension of

licences and changes to

regulatory requirements

that will govern any novel

gene therapy.

Proactive engagement with

Government at all levels.

The Directors have established procedures, as represented by this statement, for the purpose of providing a system of internal

control. An internal audit function is not considered necessary or practical due to the size of the Company and the close day

to day control exercised by the Executive Director. However, the Board will continue to monitor the need for an internal audit

function. The Board works closely with and has regular ongoing dialogue with the outsourced finance function and has

established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.

Principle Five

A Well-Functioning Board of Directors

As at the date hereof, the Board comprises, an Executive Director: Eric Leire, a Non-Executive Chairperson: Tamara Joseph

and three Non-Executive Directors: Yassine Bendiabdallah, Peter King-Lewis and Guy-Charles Fanneau de la Horie.

Details of the current Directors are set out within Principle Six below. Executive and Non-Executive Directors are subject to

re-election at intervals as set out in the Company’s articles of association (Article 29.1). The service agreement and letters of

appointment of all Directors are available for inspection on reasonable notice at the Company’s registered office during normal

business hours.

The Board meets in-person at least once per year and has quarterly Board meetings The Company has established an Audit

Committee, the members of which are included in Principle Six below. A Remuneration Committee and Nomination Committee

has also been established and seeks to follow the guiding principles laid out by the Quoted Company Alliance (QCA). No

Board member may influence decisions relating to their own specific remuneration.

Dr Bendiabdallah, Ms Joseph, Dr Fanneau De La Horie and Dr King-Lewis are considered to be Independent Directors and

as such, the Company is in compliance with the requirement to have a minimum of two independent non-executive directors

on its Board. The Board notes that the expectation of the QCA Code is that the Chairperson will not have an executive capacity

and that the role of the Chairperson and Chief Executive Officer (“CEO”) are not held by the same person. The Board shall

review further appointments as scale and complexity grows.

The Company shall report annually on the number of Board and committee meetings held during the year and the attendance

record of individual Directors. To date in the current financial year, the Directors have a 97% record of attendance at such

meetings. Directors meet formally and informally both in person and by telephone. Formal board meetings held and attended

during the year are detailed below:

Board and Committee

Meetings Attended

Board and Committee

Meetings eligible to

attend

Eric Leire 5 5

Yassine Bendiabdallah 9 9

Peter King-Lewis

7 7

Guy-Charles Fanneau De La Horie

6 7

Tamara Joseph

7 7

Principle Six

Appropriate Skills and Experience of the Directors

The Board consists of five Directors and, in addition, the Company engages the services of Westend Corporate LLP to act as

the Company Secretary and to provide general financial and corporate assistance. The Company believes that the current

balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies

and industries and two of the Directors have experience in public markets.

GENFLOW BIOSCIENCES PLC

CORPORATE GOVERNANCE REPORT

The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal

or informal.

Tamara Joseph, Non-Executive Chairperson

Tamara is a seasoned health care leader, having extensive experience in both early-stage and commercial biotech companies

in the US and other markets. Her expertise in the biotech sector includes public and private financings, M&A, global

expansions, and a Nasdaq uplisting. She has also supported Nasdaq financings of over $1B. Her experience, spanning over

25 years, includes acting as a member of the executive team (as Chief Legal Officer and General Counsel) at multiple US

publicly listed biotech companies, as well as leading IT, Public and Government Affairs, and People & Culture teams.

Tamara served as Chief Legal Officer at Nasdaq-listed Spero Therapeutics Inc., a multi-asset, clinical-stage

biopharmaceutical company in Cambridge, Massachusetts, at Nasdaq-listed, Millendo Therapeutics Inc., to support its

transition to a publicly-traded company, and as General Counsel at Enzyvant Therapeutics Inc., a rare disease company

focused on regenerative medicine which is now a subdivision of Sumitomo Pharma. Previously, Tamara has served as an

adviser to the boards of five US publicly traded US biotechs, including Cubist Pharmaceuticals Inc and one Australian-listed

healthcare company, Mayne Pharma plc (now owned by Pfizer Inc.). Tamara has a BA in Economics from Duke University,

a JD from the University of Michigan Law School, and LLM degrees from the College of Europe in Belgium and the University

of Paris. She began her legal career at the law firms of Morrison & Foerster and Fried Frank, working in New York, Los

Angeles, Brussels and Paris. She also serves as a non-executive board member for the non-profit organizations of BINA

Farm Center and previously, Heluna Health, a $1B+ agency focused on improving population health before reaching the

maximum term limit.

Tamara Joseph is a member of the Audit Committee.

Dr Eric Leire, Chief Executive Officer

Dr Eric Leire, MD, MBA, brings to the Company a solid biotechnology expertise through his experience in the pharmaceutical

industry (Pfizer, Schering Plough and Pharmacia), biotechnology (CEO of several private and public biotech companies such

as APT Therapeutics and Paringenix), academia (Research Associate at the Harvard AIDS Institute) and Private Equity

(partner at Biofund Venture Capital). He is the inventor of several patents. He also serves on the board of several

biotechnology companies such as OSEOSE Immunotherapeutics (OSE.PA), Inhatarget, Immunethep and BSIM

Therapeutics. Furthermore, Eric has been CEO of several cell and gene therapy companies such as Enochian Biosciences

(Nasdaq: ENOB) and DanDrit Biotechnologies (OTC.QB: DDRT). He has also served as Non-Executive Director on the board

of several cell and gene therapy companies such as Genizon (Canada) and FIT Biotechnology (Finland). He holds an MD

from Grenoble University and an MBA from HEC, Paris and Kellogg, Northwestern University.

Dr Yassine Bendiabdallah, Non-Executive Director

Dr Yassine Bendiabdallah (MPharm, PhD, IP) is a Functional Medicine Healthy Ageing Specialist and an expert in Bio-

identical Hormone therapy (BHRT). His previous academic degree as an anti-cancer drug discovery scientist with Cancer

Research UK at University College London has earned him various distinctions and publications in peer-reviewed academic

journals. After a few years in academia, he embarked on an entrepreneurial journey and co-founded the Zen Healthcare

group of pharmacies and wellness clinics with multiple sites in London and worldwide partnerships. His current role is a clinical

director and clinician with interests including age reversal therapies, functional approaches to medicine and intravenous

micronutrient therapies. He also co-founded Pasithea Therapeutics, an innovative biotech company and mental health group

of clinics and was, until March 2023, Chief Operations Officer and head of UK Clinics. He is a director and board member of

a number of companies within the healthcare industry.

Dr Yassine Bendiabdallah is the chairman of the Audit Committee and Remuneration and Nomination Committee.

Dr Peter King-Lewis, Non-Executive Director

Dr Peter King-Lewis studied Medicine at St Bartholomew’s Hospital in London. Prior to that he served for ten years as a

Submarine Seaman Officer and Diver in The Royal Navy. Having completed Post Graduate Training in General Practice (St

Bartholomew’s, St Thomas’, The Chelsea and Westminster and The Priory Roehampton) he founded a Private General

Practice in Central London. Continuing his interest in Hyperbaric Medicine he was an HSE approved Medical Examiner of

Divers. He has a strong interest in Bioidentical Hormones and has practiced Acupuncture alongside more conventional

medicine. Dr King-Lewis also started and runs OfficeGP Ltd which provides Primary Care in the workplace for a variety of

companies. During the last 30 years he has also been the President of The Independent Doctors Federation and Hon Sec,

GENFLOW BIOSCIENCES PLC

CORPORATE GOVERNANCE REPORT

President and Trustee of the Chelsea Clinical Society. Having retired from clinical practice, he now works in developing

Medical Cannabis and is Chairman of Hologram Health Ltd, independent importers and wholesale distributors.

Dr Peter King-Lewis is a member of the Remuneration and Nomination Committee.

Dr Guy-Charles Fanneau de la Horie, Non-Executive Director

Over the past 20 years, Guy-Charles has built, and led, biotech executive teams where he has acted as Chief Executive

Officer. During his tenures, he has successfully led IPOs and completed multiple fundraisings. Guy-Charles’ expertise in the

biotech field in both public and private companies encompasses launching and selling new drugs in untapped markets, with

successful early access programs. Specifically, Guy-Charles has served as Chief Executive Officer at three biotech

companies, including, until very recently, Euronext Growth traded, Pherecydes Pharma, a biotech company that develops

treatments against resistant bacterial infections; and Neovacs, a therapeutic vaccine company. Guy-Charles has also held

senior positions at Biogen, a Nasdaq listed global biotechnology company. Guy-Charles managed the IPO and associated

successful financing of Neovacs in 2010, and in 2021, led Pherecydes Pharma through an oversubscribed placing. Guy-

Charles founded Angels Santé, the largest European network of Business Angels dedicated to health, and sits on its board

of directors.

Dr Guy-Charles Fanneau de la Horie is a member of the Remuneration and Nomination Committee.

Principle Seven

Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Internal evaluation of the Board, the Committees and individual Directors is to be undertaken on an annual basis in the form

of peer appraisal and discussions to determine the effectiveness and performance of the various governance components,

as well as the Directors’ continued independence.

The results and recommendations that come out of the appraisals for the Directors shall identify the key corporate and

financial targets that are relevant to each Director and their personal targets in terms of career development and training.

Progress against previous targets shall also be assessed where relevant.

Principle Eight

Corporate Culture

The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a

whole and that this will impact the performance of the Company. The Board is very aware that the tone and culture set by the

Board will greatly impact all aspects of the Company as a whole and the way that its scientific advisory board members,

research collaborators and employees behave. The corporate governance arrangements that the Board has adopted are

designed to ensure that the Company delivers long term value to its shareholders and that shareholders have the opportunity

to express their views and expectations for the Company in a manner that encourages open dialogue with the Board. A large

part of the Company’s activities are centred upon what needs to be an open and respectful dialogue with employees, clients

and other stakeholders.

Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully

achieve its corporate objectives. The Directors believe that diversity is fundamental to the Group and to the success of

developing innovative therapeutic treatments. The Board is committed to creating a diverse environment, where the rights

and differences of everyone, directly or indirectly operating within the Group, are valued.

The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the

Company does. The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue

and feedback and enabling positive and constructive challenge. The Company has adopted, with effect from the date of

Admission, a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities

are traded 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 Company has a zero-tolerance approach to bribery and corruption

and has an anti-bribery and corruption policy in place to protect the Company, its employees and those third parties to which

the business engages with. The policy is provided to staff upon joining the business and training is provided to ensure that all

employees within the business are aware of the importance of preventing bribery and corruption. Each employment contract

specifies that the employee will comply with the policies. There are strong financial controls across the business to ensure

ongoing monitoring and early detection.

Principle Nine

Maintenance of Governance Structures and Processes

Ultimate authority for all aspects of the Company’s activities rests with the Board, the respective responsibilities of the

Chairperson and Chief Executive Officer arising as a consequence of delegation by the Board. The Board has adopted

appropriate delegations of authority which set out matters which are reserved to the Board. The Chairperson is responsible

GENFLOW BIOSCIENCES PLC

CORPORATE GOVERNANCE REPORT

for the effectiveness of the Board, while management of the Company’s business and primary contact with shareholders has

been delegated by the Board to the Chief Executive Officer.

Audit Committee

The Audit Committee comprises Ms Joseph and Dr Bendiabdallah, who chairs this committee. This committee has primary

responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is

properly measured and reported. It receives reports from the executive management and auditors relating to the interim and

annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee shall

meet not less than twice in each financial year and it has unrestricted access to the Company’s auditors.

Remuneration and Nomination Committee

The Remuneration Committee comprises Dr King-Lewis, Dr Fanneau De La Horie and Dr Bendiabdallah, who chairs this

committee. The Remuneration and Nomination Committees review: remuneration, including making recommendations to the

Company and the Board on the Company’s policy on executive remuneration, including setting the overarching principles,

parameters and governance framework of each of the Company’s Executive Directors and certain senior executives; and the

composition and make-up of the Board and any committees of the Board and evaluating the balance of skills, knowledge and

experience and the size, structure and composition of the Board and committees of the Board, retirements and appointments

of additional and replacement directors and committee members and will make appropriate recommendations to the Board

on such matters.

Non-Executive Directors

The Board has adopted guidelines for the appointment of Non-Executive Directors which have been in place and which have

been observed throughout the year. These provide for the orderly and constructive succession and rotation of the Chairperson

and Non-Executive Directors insofar as both the Chairperson and Non-Executive Directors will be appointed for an initial term

of three years and may, at the Board’s discretion believing it to be in the best interests of the Company, be appointed for

subsequent terms. The Chairperson may serve as a Non-Executive Director before commencing a first term as Chairperson.

In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the

success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence;

a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a

proposed transaction or arrangement.

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 whose shares trade on the Equity Shares (Transition) Category of the

London Stock Exchange. All shareholders are encouraged to attend the Company’s Annual General Meeting where they will

be given the opportunity to interact with the Directors.

Copies of all Annual Reports, Notices of Meetings, Circulars sent to shareholders and Prospectus (in respect of the last 5

years) are included on the Company’s website www.genflowbio.com.

Tamara Joseph

Non-Executive Chairperson

30 April 2025

GENFLOW BIOSCIENCES PLC

AUDIT COMMITTEE REPORT

Dear Shareholders,

I am pleased to present the Group’s Audit Committee report for the year to 31 December 2024.

Meeting Attendance

The Audit Committee met twice in 2024, once with the Company’s auditors in attendance. Y Bendiabdallah chaired the

meetings and the Committee’s second board member T Joseph attended.

Composition of the Audit Committee

In line with the QCA, the Committee comprises two independent Non-Executive Directors, including the Chair. The members

of the Audit Committee are Y Bendiabdallah and T Joseph. All current members of the Audit Committee have held, or currently

hold, board-level positions in Biotech with international reach.

The Audit Committee’s membership, as a whole, has competence relevant to the sector in which the Group operates and is

able to function effectively with the appropriate degree of challenge.

Committee Duties

The Audit Committee is committed to:

• Monitoring the integrity of the financial statements and financial performance;

• Reviewing financial statements, significant financial returns to regulators and any financial information of a sensitive

nature;

• Reviewing and challenging internal financial controls and risk management systems including the review of matters

of a non-financial nature, including environmental matters;

• Reviewing and challenging accounting policies, accounting methods and adherence to accounting standards;

• Reviewing and making recommendation with regards to the external auditor, including appointment, independence,

objectivity, effectiveness, performance and remuneration;

• Consulting with the external auditor on the scope of their work and reviewing all major points arising from the audit;

• Ensuring full functionality of the whistleblowing policy.

External Auditor

The external auditor, PKF Littlejohn LLP (“PKF”), was reappointed after consideration by the audit committee and scrutiny of

its independence, objectivity and capabilities. The Audit Committee also received and reviewed a report from the external

auditor setting out to its satisfaction how its independence and objectivity is safeguarded when providing non-audit services.

The value of non-audit services provided by PKF in respect of the year ending 31 December 2024 amounted to £nil (2023:

£nil). During the year, there were no circumstances where PKF was engaged to provide services prohibited by the FRC’s

Revised Ethical Standard (2019) or which might have led to a conflict of interest.

Financial Statements

The Audit Committee reviewed and agreed the external auditor’s strategy and approach in advance of their audit for the year

ended 31 December 2024, and reviewed reports on the outcome of the audit.

Going Concern

The Audit Committee reviews supporting papers from management to support the Going Concern statement set out in note

2.5 and the Directors report. This includes sensitivity analysis over key assumptions. Following this review, the Audit

Committee recommended to the Board the approval of both statements.

Internal Audit

The Group does not have a formal internal audit function due to the size of the Group and the low number of transactions

during the year. The Audit Committee considers this is appropriate given the close involvement of the executive director and

external accountant on a day-to-day basis. However, the need for an internal audit function will be kept under review by the

Audit Committee on behalf of the Board.

The Year Ahead

The Audit Committee is focused on maintaining a framework of internal control, the effectiveness of which will be regularly

reviewed by the Audit Committee in light of an ongoing assessment of significant risks facing the Company and the Group.

The Audit Committee is committed to assisting the Board in discharging its duties regarding the financial statements,

accounting policies and the maintenance of proper internal business, and operational and financial controls.

This report was approved by the Board on 30 April 2025.

Yassine Bendiabdallah

Chairman of the Audit Committee

GENFLOW BIOSCIENCES PLC

REMUNERATION AND NOMINATION COMMITTEE REPORT

Dear Shareholders,

I am pleased to present the Group’s Remuneration and Nomination Committee report for the year to 31 December 2024.

Committee Composition and Meeting Attendance

The Committee is made up of Independent, Non-Executive Directors and shall meet not less than twice in each financial

year. The Remuneration and Nomination Committee last met on 4 November 2024.

Committee Duties

The Remuneration Committee is responsible for:

• Determining and agreeing with the Board the framework or broad policy for the remuneration of the executive offices

and other senior managers;

• Take into account all factors which it deems necessary including the level of the Company’s remuneration relative to

other companies to ensure that members of the company are provided with appropriate incentives to encourage

enhanced performance and are, in a fair and reasonable manner, rewarded for their individual contributions to the

success of the Company; and

• Determining each year whether awards will be made, and if so, the overall amounts of such awards, the individual

awards to executive directors and other senior executives and the performance targets to be used.

Remuneration Policy

Due to the Group being in the early stages of its journey and the Board’s collective commitment to conserve cash, a bonus

and incentive awards scheme does not form part of the executive or non-executive remuneration package. This will be kept

under review by the Committee as the Group’s activity progresses.

Directors notice periods

The Executive Director is subject to a twelve month notice period and all non-executive Directors are subject to a three month

notice period.

Loss of office

None of the Directors contractually have claim to compensation for loss of office.

Base salary

The Committee’s objective is to provide a competitive base salary reflective of the skills and experience of the relevant

individual. These will be reviewed annually or on a significant change of responsibilities or change in market practice or a

change in the size or complexity of the business. The Remuneration Committee also takes into account external market data

and pay and employment conditions elsewhere in the Group and industry when considering increases to base salary levels.

There are no performance criteria associated with receiving this benefit.

Pension

Pensions are provided to aid recruitment and retention by allowing the Directors to make provision for long-term retirement

benefits. These are comparable with similar roles in similar companies. A Pension scheme has been set-up where by Directors

receive 3% per cent of their base salary. There is no performance criteria associated with receiving this benefit.

Non-Executive Directors

Non-Executive Directors each receive a market rate basic fee, subject to time commitment requirements, for holding the office

of Non-Executive Director which is set by the board as a whole.

Annual Report on directors’ remuneration

Executive Director (audited)

The remuneration of the Executive Director for the year ended 31 December 2024 and period ended 31 December 2023 was

as shown in the table below:

31 December 2024

Directors’

fees

Bonus

Taxable

benefits

Pension

benefits

Options

issued

Total

£ £ £ £ £ £

Eric Leire

215,793 - - - - 215,793

GENFLOW BIOSCIENCES PLC

REMUNERATION AND NOMINATION COMMITTEE REPORT

31 December 2023

Directors’

fees

Bonus

Taxable

benefits

Pension

benefits

Options

issued

Total

£ £ £ £ £ £

Eric Leire

232,008 - - - - 232,008

The Company has presented an annual percentage change of 7% (2023: nil%) in the amount paid to the CEO due to the

waiving of their remuneration during the month of December 2024.

As part of the Company’s cash preservation strategy, Eric Leire agreed to waive part of his remuneration totalling £15,000 for

the month of December 2024.

Non-Executive Directors (audited)

The basic fee for the Non-Executive Directors for 2024 and 2023 was £30,000.

The remuneration of the Non-Executive Directors for the year ended 31 December 2024 and period ended 31 December

2023 was as shown in the table below:

31 December 2024

Directors’

fees

Bonus

Taxable

benefits

Pension

benefits

Options

issued

Total

£ £ £ £ £ £

Yassine Bendiabdallah

27,500 - - 653 - 28,153

Peter King-Lewis

27,500 - - 653 - 28,153

Guy-Charles Fanneau de La Horie

27,500 - - - - 27,500

Tamara Joseph

27,500 - - - - 27,500

110,000 - - 1,306 - 111,306

31 December 2023

Directors’

fees

Bonus

Taxable

benefits

Pension

benefits

Options

issued

Total

£ £ £ £ £ £

Yassine Bendiabdallah

30,000 - - 713 - 30,713

Peter King-Lewis

30,000 - - 713 - 30,713

Guy-Charles Fanneau de La Horie

30,000 - - - - 30,000

Tamara Joseph

30,000 - - - - 30,000

120,000 - - 1,426 - 121,426

As part of the Company’s cash preservation strategy, all Non-Executive Directors agreed to waive their remuneration during

the month of December 2024.

Non-Executive Directors

As at the date of this report, Non-Executive Directors’ interests were as follows;

Shares owned outright

Yassine Bendiabdallah

1,270,500

Peter King-Lewis

1,182,000

Tamara Joseph

800,000

Guy-Charles Fanneau De La Horie

1,100,000

Group spend on pay

During the year, the Group’s administration expenses totalled £1,907,706 (2023 restated: £2.030.199) of which 17.14% (2023:

16.72%) represented remuneration paid to Directors of the Company.

GENFLOW BIOSCIENCES PLC

REMUNERATION AND NOMINATION COMMITTEE REPORT

Shareholder Voting at the Annual General Meeting

The Directors’ Remuneration Report for the period ended 31 December 2023 was approved by the shareholders at the Annual

General Meeting held on 27 June 2024.

The votes cast were as follows:

Number of votes % of votes cast

For 53,390,728 100%

Against - -

Withheld - -

The year ahead

The Committee has been charged by the Board to ensure that the Group’s pay and benefits practices are competitive, able

to attract high calibre people and to ensure those people are suitably incentivised to perform and remain with the Group over

the long term. The Committee will continue to meet twice a year to ensure remuneration remains aligned with the Company’s

objectives and strategy.

The Committee and I are focused on ensuring that reward at the Company continues to be closely aligned with the delivery

of long-term shareholder value.

This report was approved by the Board on 30 April 2025.

Yassine Bendiabdallah

Chairman of the Remuneration Committee

GENFLOW BIOSCIENCES PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GENFLOW BIOSCIENCES PLC

Opinion

We have audited the financial statements of Genflow Biosciences Plc (the ‘parent company’) and its subsidiaries (the ‘group’)

for the year ended 31 December 2024 which comprise the Consolidated and Company Statements of Financial Position, the

Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity, the

Consolidated and Parent Company Statements of Cash Flows 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 2024 and

of the group’s loss for the year 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 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 2.5 in the financial statements, which indicates that for the Group and the company to continue to

meet its research and development strategy, and to continue to meet its financial commitments across the going concern

period, additional fundraising will be required. As stated in note 2.5, these events or conditions, along with the other matters

as set forth in note 2.5, indicate that a material uncertainty exists that may cast significant doubt on the 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 company’s ability to

continue to adopt the going concern basis of accounting included reviews of Management’s assessment of their ability to

continue as a going concern, and made enquiries of management to confirm key assumptions made and drivers of the

assessment. We evaluated the inputs to the cashflow forecast for reasonableness, including all grant income receivable and

the recent equity fundraise. These proceeds have been used as the basis for the going concern assumption as they are

expected to cover working capital for a period which will allow for further fundraising.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sect

ions

of this report.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.

At the planning stage, materiality is used to determine the financial statement areas that are included within the scope of our

audit and the extent of sample sizes during the audit. This is reviewed accordingly during fieldwork and completion dependent

on adjustments made during the audit.

The group was audited to a level of materiality for the financial statements as a whole of £91,000 (2023 - £79,900), a

benchmark calculated using 5% of the draft loss before tax of the group (2023 – 5% of loss before tax). We consider the loss

before tax to be the most significant determinant of the group’s financial position and performance used by shareholders and

investors for the current period, with the significant balances in the period being the administrative expenditure and loss for

the period.

The performance materiality applied at the group level was £63,000 (2023 - £56,000) and we have reported misstatements

during our audit work above £4,000 (2023 - £3,995), as well as differences below that threshold that, in our view, warranted

reporting on qualitative grounds. The group performance materiality was set by us at 70% of materiality. This was deemed

reasonable due to the relatively low level of transactions and simple nature of these transactions and also due to this being

the third year we are performing the audit. Performance materiality was set to ensure sufficient coverage of the key balances.

The materiality applied to the parent company was £27,000 (2023 - £72,000) being 5% of the draft loss before tax. Loss

before tax was deemed an appropriate benchmark for materiality calculation as it provides the best indication of annual

GENFLOW BIOSCIENCES PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GENFLOW BIOSCIENCES PLC

performance during the research phase and given no development assets are capitalised. Performance materiality was

£18,000 (2023 - £50,400) and this was set by us at 70% of materiality. This was deemed reasonable due to the relatively low

level of transactions and simple nature of these transactions and also due to this being the third year we are performing the

audit. We agreed with the audit committee that we would report any individual audit difference in excess of £1,000 (2023 -

£2,350) for Genflow Biosciences Plc and differences below this threshold that, in our review, warranted reporting on qualitative

grounds.

No component auditors were used, and both subsidiaries were audited by the group audit team. Genflow Biosciences SRL

was assessed as a significant component and was audited to a materiality of £61,000 (2023 - £47,000) being 5% of the draft

loss before tax (2023 – 5% of loss before tax), with performance materiality applied of £43,000 (2023 - £33,000). We agreed

with the audit committee that we would report any individual audit difference in excess of £3,000 (2023 - £2,350) for Genflow

Biosciences SRL and differences below this threshold that, in our review, warranted reporting on qualitative grounds.

Our approach to the audit

In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.

We looked at areas involving significant accounting estimates and judgements by the directors including the carrying value of

investments in subsidiaries. We also addressed the risk of management override of internal controls, including among other

matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

The audit of the parent company and subsidiaries was performed in London by PKF Littlejohn LLP, using a team 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

Recoverability and recognition of grant income (Group

only - see Note 10 in the financial statements)

Under ISA (UK) 240, there is a rebuttable presumption that

revenue recognition is a significant fraud risk.

There is a significant risk that the grant income

recognised is not yet earned by the group due to the

conditions set out in the grant not being met, and as

such the recoverability and recognition of grant income

has been deemed a key audit matter.

In addition to the procedures required by ISA (UK) 240 as

set out below, our work in this area included:

• Updating our understanding of the information

system and related controls relevant to research

and development expenditure and submission of

grant claims;

• Evaluating the appropriateness of the information

system and the effectiveness of the design and

implementation of the related controls;

• Substantive transactional testing of grant income

recognised in the financial statements, including

deferred and accrued income balances

recognised;

• Reviewing the grant terms and conditions,

together with the grant claims, and ensuring

compliance with the terms therein; and

• Confirming the treatment of grant income is in

accordance with IAS 20, being the applicable

accounting standard.

We are satisfied that the grant income is recoverable and

has been recognised appropriately.

GENFLOW BIOSCIENCES PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GENFLOW BIOSCIENCES PLC

Carrying value of investment (Company only - see Note

9 in the financial statements)

Genflow Biosciences Plc is the ultimate parent

company of the group. The carrying value of the

investment in subsidiary undertakings as at 31

December 2024 amounted to £869,370 (2023 -

£770,187).

The value of the investments in subsidiaries is material

in the parent company financial statements. There is a

significant risk that the carrying amount of the

investment which is subject to management’s

estimation and judgement might not reflect any

possible impairment, and as such this has been

deemed to be a key audit matter.

Our work in this area included:

• Considering the valuation of the investments in the

year and reflect on any potential impairment charges

required;

• Identifying and evaluating any indicators of

impairment;

• Obtaining management’s impairment review and

reviewing the reasonableness of key inputs and area

of judgements;

• Assessing progress of the research and development

activities in the underlying subsidiaries;

• Reviewing the reassignment of the loan in Genflow

Biosciences SRL from Genflow Biosciences Plc to

Genflow Biosciences Inc, including reviewing the

signed agreement and treatment of this in all entities;

and

• Vouching the increase in the loan in Genflow

Biosciences Inc to bank statements.

Management’s assessment of the carrying value of

investments was concluded as reasonable.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our

auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion

on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion thereon. 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.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we

have not identified material misstatements in the strategic report or the

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, or returns adequate for our audit have not been received from

branches not visited by us; or

• the financial statements and the part of the directors’ remuneration report to be audited are not in agreement with

the accounting records and returns; or

GENFLOW BIOSCIENCES PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GENFLOW BIOSCIENCES PLC

• 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 directors’ responsibilities statement, the directors are responsible for the preparation of the

financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors

determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether

due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going

concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless

the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 detailed discussions with management about and potential

instances of non-compliance with laws and regulations both in the UK and in overseas subsidiaries. We also selected

a specific audit team based on experience with auditing entities within this industry of a similar size.

• We determined the principal laws and regulations relevant to the group and parent company in this regard to be

those arising from:

o Main Market Listing Rules;

o The Companies Act 2006;

o UK Employment law;

o The Prospectus Directive;

o Anti Bribery Legislation;

o Market Abuse Directive;

o Financial Services and Market Act;

o Disclosure and Transparency Rules;

o Belgium and US law and company reporting requirements; and

o Local tax and employment law.

• 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 Conducting inquiries of management and those charged with governance regarding potential instances of

non-compliance;

o Review of Board minutes and other correspondence from management;

o Review of regulatory news service announcements; and

o Review of legal and professional fees for evidence of any litigation or claims against the group.

These procedures were carried out for all entities within the group to ensure no instances of non-compliance within the parent

company or any of its subsidiaries.

• We also identified the risks of material misstatement of the financial statements due to fraud. Aside from the non-

rebuttable presumption of a risk of fraud arising from management override of controls, we did not identify any

significant fraud risks.

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: testing over all journals on a risk based approach to identify any unusual

transactions that could be indicative of fraud; reviewing accounting estimates for evidence of bias; evaluating the business

rationale of any significant transactions that are unusual or outside the normal course of business; and reviewing transactions

GENFLOW BIOSCIENCES PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GENFLOW BIOSCIENCES PLC

through the bank statements to identify potentially large or unusual transactions that do not appear to be in line with our

understanding of business operations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading

to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that

compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we

will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring

due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council’s website at:

www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

Other matters which we are required to address

We were appointed by Audit Committee on 21 January 2022 to audit the financial statements for the period ending 31

December 2021 and subsequent financial periods. Our total uninterrupted period of engagement is 4 years, covering the

periods ending 31 December 2021 to 31 December 2024.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and we remain

independent of the 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.

Timothy Harris (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

30 April 2025

GENFLOW BIOSCIENCES PLC

CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION

As at 31 December 2024

Group Company

Notes

Year ended 31

December 2024

Restated

Year ended 31

December 2023

Year ended 31

December 2024

Year ended 31

December 2023

Non-Current Assets

Property, plant & equipment

2,067 3,394 - -

Investments

9 - - 869,370 770,187

Total non-current assets

2,067 3,394 869,370 770,187

Current Assets

Trade and other receivables

105,159 384,285 261,297 144,338

Cash and cash equivalents

278,682 683,974 97,738 247,539

Total current assets 383,841 1,068,259 359,035 391,877

Total Assets

385,908 1,071,653 1,228,405 1,162,064

Current Liabilities

Trade and other payables

788,916 571,960 72,307 117,014

Total Liabilities 788,916 571,960 72,307 117,014

Net Assets/(Liabilities) (403,008) 499,693 1,156,098 1,045,050

Equity attributable to owners of

the Parent

Share capital

104,912 87,752 104,912 87,752

Share premium

4,830,375 4,190,900 4,830,375 4,190,900

Other reserves

252,805 224,906 6,965 -

Retained earnings

(5,591,100) (4,003,865) (3,786,154) (3,233,602)

Total Equity (403,008) 499,693 1,156,098 1,045,050

The Company has taken advantage of the exemption under Section 408 of the Companies Act 2006 from presenting its own

profit and loss account. During the year ended 31 December 2024, the Company made a loss for the year of £552,552 (2023:

£1,735,351).

The financial statements were approved and authorised for issue by the Board of Directors on 30 April 2025 and were signed

on its behalf by:

Eric Leire

Chief Executive Officer

The Notes from page 38 form part of these financial statements

GENFLOW BIOSCIENCES PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year ended 31 December 2024

Group

Continuing Operations

Notes

Year ended 31 December

2024

Restated

Year ended 31 December

2023

Other operating income

320,471 169,854

Operating Profit

320,471 169,854

Administration expenses 6 (1,907,706) (2,030,199)

Operating Loss

(1,587,235) (1,860,345)

Net finance costs - -

Loss before Taxation (1,587,235) (1,860,345)

Income tax 8 - -

Loss for the year from continuing operations (1,587,235) (1,860,345)

Loss attributable to:

- owners of the Parent (1,587,235) (1,860,345)

(1,587,235) (1,860,345)

Other Comprehensive Income:

Items that may be subsequently reclassified to profit or

loss

Exchange differences on translating foreign operations

20,934

(6,435)

Total Comprehensive Income (1,566,301) (1,866,780)

Attributable to:

- owners of the Parent (1,566,301) (1,866,780)

Total Comprehensive Income from continuing operations (1,566,301) (1,866,780)

Earnings per share (pence) from continuing operations

attributable to owners of the Parent – Basic & Diluted

17 (0.475) (0.636)

The Notes from page 38 form part of these financial statements.

GENFLOW BIOSCIENCES PLC

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For the year ended 31 December 2024

Attributable to Equity Shareholders- Group

capital

premium

Other

reserves

Retained

losses

Total equity

As at 1 January 2023 87,752 4,190,900 231,341 (2,143,520) 2,366,473

Loss for the period - Restated - - - (1,860,345) (1,860,345)

Other comprehensive income

Exchange differences on translating foreign

operations

- - (6,435) - (6,435)

Total comprehensive income for the period

- - (6,435) (1,860,345) (1,866,780)

As at 31 December 2023 - Restated 87,752 4,190,900 224,906 (4,003,865) 499,693

As at 1 January 2024 - Restated 87,752 4,190,900 224,906 (4,003,865) 499,693

Loss for the period - - - (1,587,235) (1,587,235)

Other comprehensive income

Exchange differences on translating foreign

operations

- - 20,934 - 20,934

Total comprehensive income for the period

- - 20,934 (1,587,235) (1,566,301)

Transactions with owners

Issue of ordinary shares

17,160 697,840 - - 715,000

Cost of capital – share issue costs

- (58,365) - - (58,365)

Options granted during the year

- - 6,965 6,965

Total transactions with owners

17,160 639,475 6,965 - 663,600

As at 31 December 2024 104,912 4,830,375 252,805 (5,591,100) (403,008)

The Notes from page 38 form part of these financial statements.

GENFLOW BIOSCIENCES PLC

COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For the year ended 31 December 2024

Attributable to Equity Shareholders- Company

capital

premium

Other

reserves

Retained

losses

Total equity

As at 1 January 2023 87,752 4,190,900 - (1,498,251) 2,780,401

Loss for the period - - - (1,735,351) (1,735,351)

Other comprehensive income - - - - -

Total comprehensive income for the period - - - (1,735,351) (1,735,351)

As at 31 December 2023 87,752 4,190,900 - (3,233,602) 1,045,050

As at 1 January 2024 87,752 4,190,900 - (3,233,602) 1,045,050

Loss for the period - - - (552,552) (552,552)

Other comprehensive income -

- - - -

Total comprehensive income for the period - - - (552,552) (552,552)

Transactions with owners

Issue of ordinary shares 17,160 697,840 - - 715,000

Cost of capital – share issue costs - (58,365) - - (58,365)

Options granted during the year - - 6,965 - 6,965

Total transactions with owners 17,160 639,475 6,965 - 663,600

As at 31 December 2024 104,912 4,830,375 6,965 (3,786,154) 1,156,098

The Notes from page 38 form part of these financial statements.

GENFLOW BIOSCIENCES PLC

CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS

For the year ended 31 December 2024

Group Company

Notes

Year ended 31

December 2024

Restated

Year ended 31

December 2023

Year ended 31

December 2024

Year ended 31

December 2023

Cash flows from operating activities

Loss after taxation

(1,587,235) (1,860,345) (552,552) (1,735,351)

Adjustments for:

Depreciation & amortisation

1,179 1,034 - -

Loan reassignment - - - 1,116,367

Share based payments

- - 6,965 -

(Increase)/decrease in trade and other

receivables

264,524 (131,014) (116,959) 12

Increase/(decrease) in trade and other

payables

239,259 329,450 (44,707) 55,023

Net cash used in operating activities

(1,082,273) (1,660,875) (707,253) (563,949)

Cash flows from investing activities

Purchase of property, plant & equipment

- (2,439) - -

Loans granted to subsidiaries

- - (99,183) (828,288)

Net cash used in investing activities

- (2,439) (99,183) (828,288)

Cash flows from financing activities

Proceeds from issue of shares net of issue

costs

14 656,635 - 656,635 -

Net cash generated from financing

activities

656,635 - 656,635 -

Net (decrease)/increase in cash and

cash equivalents

(425,638) (1,663,314) (149,801) (1,392,237)

Cash and cash equivalents at beginning

of year

683,974 2,356,225 247,539 1,639,776

FX on cash 20,346 (8,937) - -

Cash and cash equivalents at end of

year

278,682 683,974 97,738 247,539

The Notes from page 38 form part of these financial statements.

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

ACCOUNTING POLICIES

1. General Information

The principal activity of Genflow Biosciences Plc (“the Company”) and its subsidiaries (together “the Group”) is the research

and development of gene therapy targeting the upstream biology of aging.

The Company is incorporated and domiciled in the United Kingdom. The Company was incorporated on 18 January 2021 and

commenced trading on this date.

The address of its registered office is 6 Heddon Street, London, W1B 4BT.

2. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies

have been consistently applied to all the periods presented, unless otherwise stated.

2.1 Prior Year Restatement

The Group has identified an omission in its results presented for the year ended 31 December 2023 which gives rise to a prior

year restatement due to its quantum. The error relates to an omitted invoice dated in 2023 totalling US$320,089 and has

resulted in trade payables and administration expenses for the year ended 31 December 2023 being understated. The error

arose as a result of the invoice being identified as missing after the finalisation of the 2023 financial statements.

An adjustment to correct the error has been made retrospectively in the financial statements and the Group results for the

year ended 31 December 2023 have been restated. The Group and Parent results for the year ended 31 December 2022

remain unaffected and have therefore not been presented.

The impact of the prior year restatement is an increase to administration expenses for the year by £231,640, an increase to

trade and other payables by £226,222 and an increase to other reserves by £5,418.

The affected line items in the Consolidated Statement of Financial Position and Consolidated Statement of Comprehensive

Income for the year ended 31 December 2023 are shown as follows:

	As previously
	reported
	Year ended 31
	December 2023
	£
		Correction of
		error

		£
			Year ended 31
			December 2023
			Restated
			£
Trade and other payables
	345,738	226,222
			571,960
Other reserves
	219,488	5,418
			224,906
Administrative expenses
	960,314	231,640
			1,191,954
Retained earnings
	(3,772,225)	(231,640)
			(4,003,865)

2.2 Basis of Preparation of Financial Statements

The financial statements of the Company are prepared in accordance with Part 15 of the Companies Act 2006, which applies

to companies generally.

The Group financial statements have been prepared in accordance with UK-adopted international accounting standards and

the Companies Act 2006. The Group financial statements have been prepared under the historical cost convention.

The financial statements are presented in UK Pounds Sterling rounded to the nearest pound.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It

also requires management to exercise its judgement in the process of applying the Group’s Accounting Policies. The areas

involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the

financial statements, are disclosed in Note 4.

2.3 Changes in accounting policy and disclosures

(a) New and amended standards mandatory for the first time for the financial periods beginning on or after 1 January 2024

The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial

Reporting Standards and IFRIC interpretations. The amendments and revisions were applicable for the year ended 31

December 2024 but did not result in any material changes to the financial statements of the Group or Company.

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

b) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

Standard
Impact on initial application	Effective date
IFRS 10 (Amendments)	Consolidated Financial Statements	1 January 2025
IAS 7 (Amendments)	Statement of Cash Flows	1 January 2025
IFRS 7	Financial Instruments: Disclosures and its
	accompanying Guidance on implementing IFRS 7
		1 January 2025
IFRS 9	Financial Instruments	1 January 2025

The Group is evaluating the impact of the new and amended standards above which are not expected to have a material

impact on future Group financial statements.

2.4 Basis of Consolidation

The Group financial statements consolidate the financial statements of Genflow Biosciences Plc and the financial statements

of all of its subsidiary undertakings made up to 31 December 2024.

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or

has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power

over the entity. Where an entity does not have returns, the Group’s power over the investee is assessed as to whether control

is held. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated

from the date that control ceases.

The Group applies merger accounting to account for the acquisition of subsidiaries under common control. The consideration

transferred for the acquisition of a subsidiary is equal to the assets transferred without any restatement to fair value, the

liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The difference that arises

on consolidation is deducted from, or added to, reserves.

Acquisition-related costs are expensed as incurred unless they result from the issuance of shares, in which case they are

offset against the premium on those shares within equity.

Investments in subsidiaries are accounted for at cost less impairment.

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated.

Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated.

Where considered appropriate, adjustments are made to the financial information of subsidiaries to bring the accounting

policies used into line with those used by other members of the Group. All intercompany transactions and balances between

Group enterprises are eliminated on consolidation.

2.5 Going Concern

The preparation of financial statements requires an assessment on the validity of the going concern assumption. The

Company successfully raised £0.7 million (before expenses) through the allotment and issue of new ordinary shares during

the year ended 31 December 2024, and a further £0.4m in early 2025. Further funding will be required by the Company in

order to execute the Group’s research and development strategy and to continue to meet its financial commitments. The

Company has various funding options currently available to it and is assessing their terms in order to select the option which

is most favourable to the Company and its shareholders. At 31 December 2024, the Group is in a net liability position totalling

£403,008.

The Directors are of the opinion that the Company has adequate working capital to execute its operations for the present time

and expected to cover working capital for a period which will allow for further fundraising. It is confident in its ability to access

additional financing over the next 12 months. The Directors, therefore, have made an informed judgement, at the time of

approving these financial statements, that there is a reasonable expectation that the Company has adequate resources to

continue in operational existence for the foreseeable future. As a result, the Directors have continued to adopt the going

concern basis of accounting in preparing the annual financial statements, however, notes that, due to the timing of securing

additional funding, a material uncertainty related to going concern exists. This is not uncommon with companies in the biotech

sector in a similar stage of its development to the Company.

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

2.6 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-

maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the

operating segments, has been identified as the Board of Directors that makes strategic decisions.

Segment results, include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

2.7 Foreign Currencies

(a) Functional and presentation currency

Items included in the financial statements of the Group’s entities are measured using the currency of the primary economic

environment in which the entity operates (the ‘functional currency’). The functional currency of the Company is Sterling, the

functional currency of the US subsidiary is US Dollars and the functional currency of the Belgian subsidiary is Euros. The

financial statements are presented in Pounds Sterling, rounded to the nearest pound.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of

the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the

settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities

denominated in foreign currencies are recognised in the Income Statement.

The results and financial position of all the Group’s entities (none of which has the currency of a hyperinflationary economy)

that have a functional currency different from the presentation currency are translated into the presentation currency as

follows:

• assets and liabilities for each statement of financial position presented are translated at the closing rate at the date

of that statement of financial position;

• income and expenses for each statement of comprehensive income presented are translated at average exchange

rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the

transaction dates, in which case income and expenses are translated at the dates of the transactions); and

• all resulting exchange differences are recognised in other comprehensive income where material.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary

items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future,

are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the

income statement as part of the gain or loss on sale.

2.8 Grant income recognition

Grant income is recognised within other operating income. Grants are recognised as due to the Group when there is

reasonable assurance that:

• the Group will comply with the conditions attached to the payments; and

• the grants or contributions will be received.

Amounts recognised as due to the Group are credited to the Statement of Comprehensive Income if the conditions attaching

to the grant have been met. Monies advanced as grants for which conditions have not been satisfied are carried in the

Balance Sheet as a creditor. Where the conditions to the grant have been met but the grant income is yet to be received, a

debtor will be recognised equal to the submission made, accruing evenly over the period in which the submission relates.

2.9 Research and development

Expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and

understanding is recognised in the income statement as an expense as incurred. Development costs that are directly

attributable to the design and testing of identifiable and unique products controlled by the Group are recognised as intangible

assets where the following criteria are met:

o It is technically feasible to complete the asset so that it will be available for use;

o Management intends to complete the asset and use or sell it;

o There is an ability to use or sell the asset;

o It can be demonstrated how the asset will generate probable future economic benefits;

o Adequate technical, financial and other resources to complete the development and to use or sell the asset are

available; and

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

o The expenditure attributable to the asset during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the asset include the product development employee costs and an

appropriate portion of relevant overheads. Other development expenditures that do not meet these criteria are recognised as

an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a

subsequent period.

2.10 Financial Assets

(a) Classification

The Group classifies its financial assets in the following categories: at amortised cost including trade receivables and other

financial assets at amortised cost, at fair value through other comprehensive income and at fair value through profit or loss,

loans and receivables, and available-for-sale. The classification depends on the purpose for which the financial assets were

acquired. Management determines the classification of its financial assets at initial recognition.

(b) Recognition and measurement

Amortised cost

Trade and other receivables are recognised initially at the amount of consideration that is unconditional, unless they contain

significant financing components, in which case they are recognised at fair value. The group holds the trade and other

receivables with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised

cost using the effective interest method.

The group classifies its 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 the contractual cash flows; and

• the contractual terms give rise to cash flows that are solely payments of principle and interest.

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through

profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and

all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The

expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to

the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk

since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next

12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since

initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective

of the timing of the default (a lifetime ECL).

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies

the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit

risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases,

the Group may also consider a financial asset to be in default when internal or external information indicates that the Group

is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by

the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows

and usually occurs when past due for more than one year and not subject to enforcement activity.

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial

asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the

financial asset have occurred.

(d) Derecognition

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it

transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and

the sum of the consideration received and receivable is recognised in profit or loss. This is the same treatment for a financial

asset measured at fair value through profit and loss.

2.11 Financial Liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and

borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable

transaction costs. The Group’s financial liabilities include trade and other payables.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from

suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are

presented as non-current liabilities.

Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective

interest method.

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms

of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the

original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit

or loss and other comprehensive income.

2.12 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and in hand and are subject to an insignificant risk of changes in value.

2.13 Taxation

Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive

income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity,

respectively.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of

assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined

using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting year and are expected

to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available

against which the temporary differences can be utilised.

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries,

associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and

there is sufficient taxable profit available against which the temporary difference can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets

against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the

same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances

on a net basis.

There has been no tax credit or expense for the period relating to current or deferred tax.

2.14 Share Capital and reserves

Ordinary shares are classified as equity.

Share Premium – the reserve for shares issued above the nominal value. This also includes the cost of share issues that

occurred.

Retained Earnings – the retained earnings reserve includes all current and prior periods retained profit and losses.

Other Reserves – consists of the following;

- Merger Reserve – represents the difference between the value of shares issued by the Company in exchange for

the value of shares acquired in respect of the acquisition of subsidiaries.

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

- Foreign Currency Translation Reserve - represents the translation differences arising from translating the financial

statement items from functional currency to presentational currency.

2.15 Earnings per share

Basic earnings per share is calculated by dividing:

- the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares;

- by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus

elements in ordinary shares issued during the year and excluding treasury shares (note 14).

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

- the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares;

and

- the weighted average number of additional ordinary shares that would have been outstanding, assuming the

conversion of all dilutive potential ordinary shares.

2.16 Share based payments

The Company has issued a number of warrants over its shares in exchange for services from third-party suppliers and to

investors who have participated in equity placings. The fair value of the third-party suppliers’ services received in exchange

for the grant of the warrants is recognised as an expense in the Statement of Comprehensive Income or charged to equity

depending on the nature of the service provided. The fair value of the share warrants are determined using the Black Scholes

valuation model.

Non-market vesting conditions are included in assumptions about the number of warrants that are expected to vest. The total

expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions

are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of warrants that are

expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if

any, in the Statement of Comprehensive Income or equity as appropriate, with a corresponding adjustment to a separate

reserve in equity.

When the warrants are exercised, the Group issues new shares. The proceeds received, net of any directly attributable

transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.

3. Financial Risk Management

3.1 Financial Risk Factors

The Group’s activities expose it to a variety of financial risks being market risk (including, interest rate risk and currency risk),

credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial

markets and seeks to minimise potential adverse effects on the Group’s financial performance.

Market Risk

(a) Foreign currency risks

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily

with respect to the Euro against the UK pound. Foreign exchange risk arises from future commercial transactions, recognised

assets and liabilities and net investments in foreign operations. The Parent Company sends funds to the operating subsidiary

to fund research and development and is at risk of being exposed to unfavourable exchange rates. The Company mitigates

this risk by buying Euros when exchange rates are favourable and holding them in a designated foreign currency account.

The Company only issues loan funding to the subsidiary in Euros. The Group negotiates all material contracts for activities in

relation to its subsidiary in Euros. The Directors will continue to assess the effect of movements in exchange rates on the

Group’s financial operations and initiate suitable risk management measures where necessary.

An analysis of the Group’s net monetary assets by functional currency of the underlying companies at the year-end is

as follows:

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

	Currency		Total

	GBP
	2024
		EUR
		2024
			USD
			2024
				2024

	£
		£
			£	£
Currency of net monetary assets
Pound Sterling

	92,501	-	-	92,501
Euro

	1,848	179,959	-	181,807
US Dollar

	3,389	985	-	4,374
At 31 December 2024
	97,738	180,944	-	278,682

	Currency		Total

	GBP
	2023
		EUR
		2023
			USD
			2023
				2023
Currency of net monetary assets

	£
		£
			£	£
Pound Sterling

	244,487	-
			-
				244,487
Euro

	370	436,435
			-
				436,805
US Dollar
	2,682	-	-	2,682
At 31 December 2023
	247,539	436,435	-	683,974

The table above indicates that the Company’s primary exposure is to exchange rate movements between UK Pound Sterling

and the Euro. The table below shows the impact of changes in exchange rates on the result and financial position of the

Company.

	2024
	£
		2023
		£
Pound Sterling 10% weakening against Euro	(18,181)	(43,681)
Pound Sterling 10% strengthening against Euro	18,181	43,681
Pound Sterling 20% weakening against Euro	(36,361)	(87,361)
Pound Sterling 20% strengthening against Euro	36,361	87,361

(b) Interest rate risk

As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group’s interest rate risk

arises from its cash held on short-term deposit, which is not significant.

Credit Risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. The Group does not currently generate

sales and any receivable balances are granted after careful assessment by Management to ensure there is a high chance of

recoverability. Management does not expect any losses from non-performance of these receivables.

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

Liquidity Risk

The Group’s continued future operations depend on the ability to raise sufficient working capital through the issue of equity

share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance

operations. Controls over expenditure are carefully managed. See note 2.5 for further details on going concern and liquidity.

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

3.2 Capital Risk Management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, in order

to provide returns for shareholders and to enable the Group to continue its research and development activities. The Group

has no debt at 31 December 2024 and defines capital based on the total equity of the Company. The Group monitors its level

of cash resources available against future planned operational activities and the Company may issue new shares in order to

raise further funds from time to time.

4. Critical Accounting Estimates and Judgements

The preparation of the Group financial statements in conformity with IFRSs requires Management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the

estimates used to produce these financial statements.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances.

The significant items subject to such estimates and assumptions are as follows;

Research and development

IAS 38 Intangible Assets requires management to differentiate between research and the development phase of R&D

activities and their related costs. In accordance with IAS 38, an intangible asset arising from development shall be recognised

if, and only, if, an entity can demonstrate certain criteria. The Board continually monitor its activities against the prescribed

criteria to determine the point in which the Group would enter the development phase of its activities. The entity is currently

in the phases of formulation, design and evaluation of its product and therefore management are confident that the entity is

in the research phase. As a result, any expenditure arising from R&D activities are expensed in the Statement of

Comprehensive Income. These assumptions have been described in more detail in Note 6.

Intercompany loans

In the prior year management assessed the recovery profile of the Parent Company loans granted to subsidiaries and noted

the research and development timetable would mean that repayment of the amounts loaned would not commence in the short

to medium term and accordingly the loans were considered to not be repayable and have been classified as an investment

in subsidiary. The determination of the assumptions is subjective and requires the exercise of considerable judgement about

the outcome of research and development activity, probability of technical and regulatory success, amount and timing of

projected future cash flow or changes in market conditions. Any changes in key assumptions could materially affect whether

an impairment exists. Several factors such as Genflow BE receiving positive feedback from regulatory agencies and

successful patent applications give management comfort that no impairment indicators exist. These assumptions have been

described in more detail in Note 9.

5. Segmental Information

As at 31 December 2024, the Group operates in two geographical areas, the UK and Belgium. The Parent Company operates

in one geographical area, the UK. Activities in the UK are mainly administrative in nature whilst activities in Belgium relate to

research and development. The US entity is dormant. The reports used by the chief operating decision maker are based on

these geographical segments.

2024
	Belgium
	£
		UK
		£
			US
			£
				Total
				£

Other operating income	320,471	-	-
				320,471
Administrative expenses	(1,254,901)	(649,844)	(2,961)
				(1,907,706)
Loss from operations per reportable segment	(934,430)	(649,844)	(2,961)
				(1,587,235)
Reportable segment assets	218,086	166,867	955
				385,908
Reportable segment liabilities	716,609	72,307	-
				788,916

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

Restated
2023
	Belgium
	£
		UK
		£
			US
			£
				Total
				£

Other operating income	169,854	-	-	169,854
Administrative expenses	(1,316,340)	(713,859)	-	(2,030,199)
Loss from operations per reportable
segment
	(1,146,486)	(713,859)	-	(1,860,345)
Reportable segment assets	771,258	297,001	-	1,068,259
Reportable segment liabilities	454,946	117,014	-	571,960

6. Expenses by Nature

	Group

	31 December
	2024

	£
		Restated
		31 December
		2023
		£

Directors’ fees
	325,793	362,312
Directors’ pensions
	1,306	1,093
Directors’ social security contributions
	19,653	14,945
Fees payable to the Company’s auditors for the audit of the Parent Company and
group financial statements	57,500	53,285
Professional, legal and consulting fees
	188,522	215,971
PR and marketing
	97,049	106,819
Accounting related services
	6,551	7,839
Insurance
	22,347	22,476
Office and administrative expenses
	16,310	18,897
IT and software services
	7,893	5,828
Travel and entertainment
	6,403	23,830
Research and development costs	1,151,461	1,191,954
Other expenses
	5,714	3,916
Depreciation
	1,204	1,034
Total administrative expenses
	1,907,706	2,030,199

7. Employees

The average monthly number of employees, including Directors, during the year was 5 (2023: 5). There were no employees

during the year other than the Directors. See the Remuneration and Nomination Committee Report on page 25 for details of

remuneration paid to Directors serving during the year.

8. Taxation

	Group		Company
Tax recognised in profit or loss	2024
	£
		2023
		£

			2024
			£
				2023
				£
Current tax	-	-	-	-
Deferred tax
	-	-	-	-

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

Total tax charge in the Statement Of
Comprehensive Income	-	-	-	-

The tax on the Group’s loss differs from the theoretical amount that would arise using the weighted average tax rate

applicable to the losses of the consolidated entities as follows:

Group
	2024

	£
		Restated
		2023
		£
Loss before tax
	(1,587,235)	(1,860,345)
Tax at the weighted average rate of 23.7% (Company: 25%)
	(375,646)	(437,181)
Expenditure not deductible for tax purposes
	301	40,754
Net tax effect of losses carried forward on which no deferred tax asset is
recognised	375,345	396,427
Income tax for the year
	-	-

The weighted average applicable tax rate of 23.7% used is a combination of the standard rate of corporation tax in the 25%

of UK corporation tax, 21% US corporation tax and 25% Belgian corporation tax.

The Group has accumulated tax losses of approximately £3,951,378 (2023 restated: £3,576,033) and the Company had

accumulated tax losses of approximately £2,164,897 (2023: £2,002,436) available to carry forward against future taxable

profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the

losses may be utilised.

9. Investment in Subsidiary Undertakings

	Company

	2024
	£
		2023
		£
Shares in subsidiary undertakings

At beginning of the period	770,187	1,058,266
Additions to investments	-	-
Additions to loans	99,183	763,346
Loan reassignment	-	(1,116,367)
Loans receivable	-	64,942
At period end
	869,370	770,187

During the year, £96,251 (2023: £143,428) was loaned by the Company to Genflow Biosciences Srl and £Nil (2023: £Nil) was

repaid. Also during the year, £2,932 (2023: £684,860) was loaned by the Company to Genflow Biosciences Inc.

Investments in Group undertakings are stated at cost less impairment.

Details of subsidiaries at 31 December 2024 are as follows:

Name of subsidiary
	Country of
	incorporation
		Share capital
		held by Group
			Share capital
			held by
			Company
				Principal
				activities

					Registered office address
Genflow
Biosciences Inc.
	United
	States
		£20,383	100%	Dormant
					Harvard Square, One
					Miffin Place #400, Cambr
					idge, MA 02138
Genflow
Biosciences SRL
	Belgium	£684,183	100%
				Research and
				development
					Rue Auguste Piccard 48
					6041 Gosselies

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

10. Trade and Other Receivables

	Group		Company
	2024
	£
		2023
		£

			2024
			£
				2023
				£

VAT receivable	31,757	36,278	195	6,337
Prepayments
	68,653	41,041	66,850	41,041
Other receivables	4,749	306,966	2,084	2,084
Amounts owed by Group companies	-	-	192,168	94,876
	105,159	384,285	261,297	144,338

Included in the 2023 other receivables is £303,791 due from the Wallonia Region of Southern Belgium in respect of an R&D

grant awarded to Genflow Biosciences SRL. The balance was received in full in early 2024.

Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values

stated above. These assets, excluding prepayments, are the only form of financial asset within the Group, together with cash

and cash equivalents. There are no trade receivables therefore an ageing analysis has not been provided.

The carrying amounts of the Group‘s trade and other receivables are denominated in the following currencies:

	Group		Company

	2024
	£
		2023
		£
			2024
			£
				2023
				£

UK Pounds	69,129	49,462	261,297	144,338
Euros
	35,075	333,881	-	-
US Dollars
	955	942	-	-
Current receivables
	105,159	384,285	261,297	144,338

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.

The Group does not hold any collateral as security. All trade and other receivables are considered fully recoverable and

performing.

11. Cash and Cash Equivalents

	Group		Company

	2024
	£
		2023
		£
			2024
			£
				2023
				£
Cash at bank and in hand
	278,682	683,974	97,738	247,539

The Group’s cash is held with facilities with an A credit rating.

The carrying amounts of the Group and Company’s cash and cash equivalents are denominated in the following currencies:

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

	Group		Company

	2024
	£
		2023
		£
			2024
			£
				2023
				£

UK Pounds	92,501	244,487	92,501	246,744
Euros
	182,792	436,805	1,848	370
US Dollars
	3,389	2,682	3,389	425
Cash at bank and in hand
	278,682	683,974	97,738	247,539

12. Trade and Other Payables

	Group		Company

	2024
	£
		Restated
		2023
		£
			2024
			£
				2023
				£
Trade payables
	368,897	480,917	16,610	52,480
Other payables
	17,243	31,029	3,197	9,717
Deferred income

	330,474	-	-	-
Accrued expenses
	72,302	60,014	52,500	54,817

	788,916	571,960	72,307	117,014

Included in deferred income as at 31 December 2024 is £330,474 in relation to grant income received in advance, which does

not yet meet the Group’s grant income recognition criteria.

All trade and other payables are due for payment within twelve months of the year end. Trade payables are settled within

normal commercial terms, usually between 30-60 days.

The carrying amounts of the Group and Company’s trade and other payables are denominated in the following currencies:

	Group		Company

	2024
	£
		Restated
		2023
		£
			2024
			£
				2023
				£

UK Pounds	72,307	117,014	72,307	117,014
Euros
	716,609	454,946	-	-
Current payables
	788,916	571,960	72,307	117,014

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

13. Financial Instruments by Category

	31 December 2024
			Restated
			31 December 2023
Group
Assets per Statement of Financial Position
	At amortised
	cost
		Total
			At amortised
			cost
				Total
Trade and other receivables (excluding
prepayments)
	36,506	36,506	343,244	343,244
Cash and cash equivalents	278,682	278,682
			683,974	683,974
Total	315,188	315,188
			1,027,218	1,027,218
Liabilities per Statement of Financial Position


Trade and other payables	778,916	778,916	571,960	571,960
Total	778,916	778,916	571,960	571,960

	31 December 2024		31 December 2023
Company
Assets per Statement of Financial Position
	At amortised
	cost	Total
			At amortised
			cost	Total
Trade and other receivables (excluding
prepayments)
	194,447	194,447	103,297	103,297
Cash and cash equivalents	97,738	97,738
			247,539	247,539
Total	292,185	292,185
			350,836	350,836
Liabilities per Statement of Financial Position


Trade and other payables	72,307	72,307	117,014	117,014
Total	72,307	72,307	117,014	117,014

14. Share Capital and Share Premium

Issued share capital

Company
	Number of shares	Ordinary
		shares
		£
			Share
			premium
			£
				Total
				£
At 1 January 2023	292,506,618	87,752	4,190,900	4,278,652
At 31 December 2023	292,506,618	87,752	4,190,900	4,278,652
At 1 January 2024	292,506,618	87,752	4,190,900	4,278,652
Issue of new shares – 9 April 2024	57,200,000	17,160	697,840	715,000
Cost of Capital – 9 April 2024	-	-	(58,365)	(58,365)
At 31 December 2024	349,706,618	104,912	4,830,375	4,935,287

On 9 April 2024, the Company issued and allotted 57,200,000 new Ordinary Shares at a price of 1.25 pence per share, for

gross proceeds of £715,000.

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

15. Other reserves

Group
	Foreign currency
	translation
	differences
		Merger reserve	Share option
			reserve	Total
	£	£	£	£
At 31 December 2022	61,093	170,248	-	231,341
Currency translation differences	(11,853)	-	-	(11,853)
As at 31 December 2023	49,240	170,248	-	219,488
Currency translation differences	5,418	-	-	5,418
As at 31 December 2023
–
Restated	54,658	170,248	-	224,906
Currency translation differences	20,934	-	-	20,934
Options granted	-	-	6,965	6,965
As at 31 December 2024	75,592	170,248	6,965	252,805

16. Share based payments

Share warrants

Share warrants outstanding and exercisable at the end of the period have the following expiry dates and exercise prices:

			Warrants
Grant Date	Expiry Date	Exercise price in £ per share
			31 December
			2024
				31 December
				2023
4 April 2024	4 April 2027	0.02
			27,860,000	-

			27,860,000	-

The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash.

The fair value of the share warrants was determined using the Black Scholes valuation model. The parameters used are

detailed below:

	2024 Warrants
Granted on:	04/04/2024
Life (years)	4 years
Exercise price (pence per share)	2p
Risk free rate	3.99%
Expected volatility	34.16%
Expected dividend yield	-
Marketability discount	20%
Total fair value (£000)	7

The expected volatility of the 2024 warrants has been calculated based on volatility for the six months of trading before issue.

The risk-free rate of return is based on zero yield government bonds for a term consistent with the warrant life.

Only those warrants issued to third-party suppliers in lieu of services have been valued.

A reconciliation of warrants granted over the year to 31 December 2024 is shown below:

GENFLOW BIOSCIENCES PLC

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2024

	2024		2023
	Number
		Weighted
		average
		exercise
		price (£)
			Number
				Weighted
				average
				exercise price
				(£)
Outstanding at beginning of period	-	-	-	-
Granted	27,860,000	0.02	-	-
Outstanding as at period end	27,860,000	0.02	-	-
Exercisable at period end	27,860,000	0.02	-	-

2024							2023
Range of
exercise
prices (£)
	Weighted
	average
	exercise
	price (£)
		Number of
		shares
			Weighted
			average
			remaining
			life
			expected
			(years)
				Weighted
				average
				remaining
				life
				contracted
				(years)
					Weighted
					average
					exercise
					price (£)
						Number
						of
						shares
							Weighted
							average
							remaining
							life
							expected
							(years)
								Weighted
								average
								remaining
								life
								contracted
								(years)
0 – 0.05	0.02	27,860,000	2.66	2.66	-	-	-	-

During the period there was a charge of £nil (2023: £nil) in respect of share warrants to the profit and loss.

17. Earnings per Share

The calculation of the total basic loss per share of 0.475 pence (2023 restated: 0.636 pence) is based on the loss attributable

to equity owners of the group of £1,587,235 (2023 restated: £1,860,345) and on the weighted average number of ordinary

shares of 334,460,024 (2023: 292,506,618) in issue during the year.

In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options or

warrants would be to decrease the loss per share.

18. Commitments

As at 31 December 2024, the Company had no commitments.

19. Related Party Transactions

Company

During the year, £96,251 (2023: £143,428) was loaned by the Company to Genflow Biosciences Srl and £Nil (2023: £Nil) was

repaid.

Also during the year, £2,932 (2023: £684,860) was loaned by the Company to Genflow Biosciences Inc.

During the period, the Company charged Genflow Biosciences Srl management fees totalling £97,292 in respect of

administration costs and salaries.

20. Ultimate Controlling Party

The Directors believe there to be no ultimate controlling party.

21. Events after the Reporting Date

On 10 April 2025, the Company raised £434,083 (before expenses) by issuing 41,341,324 Ordinary Shares of £0.0003 each

at a price of 1.05p.