Registered number: 13138531
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025
GENFLOW BIOSCIENCES PLC
CONTENTS
Page
Company Information 2
Chairperson’s Report 3
Strategic Report 5
Operating Risks and Uncertainties 12
Directors’ Report 14
Statement of Directors’ Responsibilities 18
Corporate Governance Report 19
Audit Committee Report 25
Remuneration and Nomination Committee Report 26
Independent Auditor’s Report to the Members of Genflow Biosciences plc 29
Consolidated and Company Statement of Financial Position 34
Consolidated Statement of Comprehensive Income 35
Consolidated Statement of Changes in Shareholders’ Equity 36
Company Statement of Changes in Shareholders’ Equity 37
Consolidated and Company Statement of Cash flows 38
Notes to the Financial Statements 39
GENFLOW BIOSCIENCES PLC
COMPANY INFORMATION
2
Directors Gad Berdugo (Non-Executive Chairperson)
Tamara Joseph (Non-Executive Director)
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
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
3
Dear Shareholders,
Introduction
I am pleased to present an update to shareholders of Genflow Biosciences Plc (“Genflow” or the “Company”) on our
performance for 2025.
As at 31 December 2025, Genflow has delivered a period of significant operational and strategic progress across both its
Human Health and Animal Health divisions, advancing our mission to extend health span through our proprietary SIRT6
centenarian-based gene therapy platform. The period has been characterised by meaningful clinical, scientific, financial, and
intellectual property achievements, reinforcing our confidence in the strength of our platform and our commitment to delivering
long-term shareholder value.
Animal Health: Canine Clinical Trial Progressing as Planned
Our ongoing SLAB (Sarcopenia and Longevity in Aged Beagles) clinical trial targeting health span and sarcopenia, conducted
in partnership with Syngene, continues to progress according to plan. This randomized, blinded, controlled study includes
28 beagle dogs aged 10 years and older, with treatment cohorts having receiving three different modalities of SIRT6 gene
therapy. We are encouraged by interim clinical data from the study, received in early 2026, with all dogs continuing to be
monitored and evaluated and completion expected by the end of July 2026.
These early findings support the biological rationale for SIRT6-based interventions in ageing canine populations and provide
valuable translational insights for our broader human health pipeline, particularly in sarcopenia. In parallel, we have initiated
preliminary partnering discussions with leading animal health companies, reflecting growing industry interest in this
programme and its commercial potential.
Human Health Pipeline
Our human health pipeline spans metabolic dysfunction-associated steatohepatitis (MASH), sarcopenia, Werner syndrome,
and ophthalmology. During the period, we made notable progress across several of these programmes.
In ophthalmology, we formally initiated our glaucoma programme in collaboration with IRIS Pharma, a leading contract
research organisation specialising in ocular pharmacology. This partnership represents an important step in translating our
preclinical SIRT6 findings into a structured drug development programme focused on optic nerve neuroprotection. While
current glaucoma treatments primarily target intraocular pressure, they do not prevent retinal ganglion cell loss. Our approach,
supported by preclinical evidence of SIRT6-mediated neuroprotection, has the potential to deliver disease-modifying benefits
in a global market valued at approximately USD 9 billion.
In sarcopenia, we have continued to advance the programme aimed at combating age-related muscle loss, leveraging
translational data generated from our canine studies to strengthen the foundation for future clinical development. This remains
a strategically important programme given the significant unmet medical need and the absence of approved pharmacological
therapies.
Delivery Technology: Transition to LNP/mRNA Platforms
A key strategic milestone during the year was the transition from AAV-based delivery systems to LNP/mRNA technologies,
enabled through collaborations with leading LNP technology partners.
This shift represents a meaningful advancement in our delivery approach. LNP/mRNA platforms offer enhanced
manufacturability, a well-established safety profile supported by approved vaccines and therapeutics, and the potential for
repeat dosing—an important advantage in the treatment of chronic, age-related conditions. These collaborations position
Genflow to access best-in-class delivery solutions and accelerate clinical translation across our pipeline.
Intellectual Property: Advancement to National Phase
We have made significant progress in advancing our core patent portfolio into the national phase across multiple jurisdictions.
This milestone strengthens our global intellectual property position and underpins the long-term commercial value of the
Genflow platform. Expanding patent protection in key territories enhances our freedom to operate and ensures robust
protection of our proprietary SIRT6 centenarian innovations as we advance towards clinical-stage development.
Funding
In October 2024, we received official confirmation from the Wallonia region of €4,026,525 in non-dilutive funding to support
the continued development of our lead gene therapy candidate, GF-1002, for the treatment of Metabolic Associated
Steatohepatitis (MASH). The Wallonia region's financial support highlights the growing recognition of Genflow's innovative
work in gene therapy. The first tranche of this payment was received early 2026.
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.
GENFLOW BIOSCIENCES PLC
CHAIRPERSON’S STATEMENT
4
Further strengthening the Company's financial position and increasing its institutional investor base, the Company completed
three placings and subscriptions raising a total of £1,374,084 (before expenses) during 2025.
The Company completed a further fund raise in March 2026 totalling £800,000 (before expenses), in order to support the
advancement of the Company’s scientific programs and to provide sufficient cash runway, enabling the Company to engage
in potential future licensing negotiations from a strong position.
This continued financial support reflects both the strength of our pipeline and the confidence of our investor base in Genflow’s
strategic direction. The Company remains debt-free.
Financial Overview
As at 31 December 2025, the Group had cash reserves of £111,792 (2024: £278,682) and was debt free.
Group administration expenses for the 2025 year totalled £2,003,171 (2024: £1,907,706) which consisted of professional,
legal and consulting fees of £298,479 (2024: £188,522) and PR and marketing costs of £92,891 (2024: £97,049). Expenditure
on research and development was £1,110,486 for the year (2024: £1,151,462), all of which has been recognised as an
expense due to the Group being in the research phase.
During the year ended 31 December 2025, the Company recognised grant income of £585,607 (2024: £320,471) relating to
the three 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 2024 in relation to the
research grants will be recognised as grant income when the corresponding expenditure has been incurred. In addition,
€303,212 (£264,352) of accrued income has been recognised in the year against current year R&D expenditure.
Other comprehensive Income was charged with a translation loss of £38,911 (2024: £20,934) upon converting the subsidiary’s
results for the year since acquisition to GBP.
Outlook
Looking ahead, Genflow enters the next phase of development with a strengthened platform, a diversified and advancing
pipeline, and enhanced delivery and intellectual property capabilities.
Our key priorities include completing the ongoing canine clinical trial and leveraging the resulting translational data, advancing
the glaucoma programme with IRIS Pharma towards preclinical proof-of-concept, progressing the sarcopenia programme
towards clinical readiness, and expanding our LNP/mRNA collaboration framework.
By combining scientific excellence with disciplined capital allocation, we believe Genflow is well positioned to deliver
sustainable value for all stakeholders.
On behalf of the Board, I would like to thank our shareholders, partners, and employees for their continued support as we
work to translate SIRT6 science into therapies that improve lives.
Gad Berdugo
Non-Executive Chairperson
GENFLOW BIOSCIENCES PLC
STRATEGIC REPORT
5
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 lipid nanoparticles (“LNP”) vectors to deliver copies of a SIRT6 gene variant found in
Centenarians.
Research and Development Update
The year ended 31 December 2025 represents a watershed period for Genflow Biosciences. Our two most advanced human
health programmes - MASH (GF-1002) and Sarcopenia (GF-1005) - delivered substantive scientific milestones, while two
strategically important new work programmes were formally initiated: a glaucoma programme in ophthalmology and an animal
health canine trial. Together, they extend the reach of our proprietary SIRT6 centenarian platform and materially broaden the
pipeline's risk-adjusted value.
Underlying all of this progress is a platform decision of enduring significance: the transition of our gene delivery technology
from adeno-associated virus (AAV) to messenger RNA formulated in lipid nanoparticles (mRNA/LNP). This transition,
described in detail below, strengthens the scientific, clinical, and commercial foundations of every programme in our portfolio
and positions Genflow as a next-generation therapeutic company aligned with the most clinically validated delivery technology
in modern medicine.
Platform Technology: The Strategic Transition to mRNA/LNP Delivery
The decision to migrate from AAV-based delivery to mRNA formulated in lipid nanoparticles (LNP) is the single most
consequential scientific and strategic development of the year. It affects every human health programme in our pipeline and
substantially improves the clinical and commercial prospects of the Company.
Why AAV was a constraint
Adeno-associated virus vectors have been widely used in gene therapy for their ability to transduce cells effectively. However,
they carry a fundamental biological limitation that is particularly acute in chronic and degenerative disease: immunogenicity.
After a first administration, the immune system generates antibodies against the AAV capsid that neutralise subsequent
doses. In practice, this means AAV therapies are one-shot treatments - re-dosing is precluded. For diseases such as MASH,
sarcopenia, and glaucoma, where the therapeutic effect of transient gene expression must be maintained over time, this
constraint is not merely inconvenient; it is clinically disqualifying.
Why mRNA/LNP is the right solution
mRNA/LNP platforms circumvent these limitations entirely. The mRNA molecule does not integrate into the genome, is
expressed transiently, and is cleared naturally by the cell - meaning repeat administration is immunologically feasible and
clinically established. The LNP delivery vehicle has been validated at unprecedented scale through approved mRNA vaccines
and therapies, giving regulators and investors a mature and well-characterised safety and manufacturing dataset to draw
upon.
The advantages of this platform transition are broad and compounding:
• Re-administrability: Patients can receive repeat dosing as clinically required, enabling sustained therapeutic benefit
across chronic disease indications - a fundamental requirement that AAV cannot meet.
• Improved safety profile: The absence of genomic integration eliminates the theoretical risk of insertional
mutagenesis. mRNA is degraded by endogenous cellular machinery within days of administration, providing a
pharmacologically controllable and reversible mechanism of action.
• Superior manufacturability and cost: mRNA synthesis and LNP formulation are amenable to highly scalable, cell-
free production processes. Manufacturing timelines are shorter, batch-to-batch reproducibility is higher, and cost of
goods is substantially lower than viral vector production - factors that directly support commercial viability and out-
licensing economics.
• Regulatory precedent and acceptance: Multiple mRNA/LNP products have received regulatory approval globally.
The pathways are established, the analytical frameworks are defined, and the regulatory dialogue is more predictable
than for novel viral vectors. This materially de-risks Genflow's path to IND and beyond.
• Platform versatility: The same LNP formulation architecture can be adapted across multiple therapeutic payloads
and target tissues - enabling Genflow to leverage investment in CMC and analytical development across its entire
pipeline, generating economies of scale unavailable under a AAV-based approach.
This transition has been secured through collaborations with top-tier LNP technology companies, ensuring that Genflow has
access to best-in-class formulation expertise and intellectual property. The CMC development programme is fully structured
around the mRNA/LNP architecture, from IVT optimisation and mRNA process development through to LNP formulation
screening, analytical characterisation, and stability studies.
GENFLOW BIOSCIENCES PLC
STRATEGIC REPORT
6
MASH – GF-1002
GF-1002 is Genflow's lead human health asset and the programme that best exemplifies our platform's potential to address
high-value, high-unmet-need indications. During 2025, we progressed into the pre-IND phase of preclinical development, a
milestone that marks the transition from exploratory science to structured regulatory-grade development.
Disease context and commercial opportunity
MASH has undergone a significant market restructuring following the recent approvals of GLP-1 receptor agonists and
resmetirom for earlier-stage disease. Approximately two-thirds of the MASH population now has access to approved
therapies. However, for the remaining one-third, those with advanced fibrosis and cirrhosis, no approved pharmacological
option exists beyond liver transplantation. This is the population Genflow is targeting with GF-1002.
The commercial rationale is compelling. Advanced MASH is a smaller but highly concentrated patient population with extreme
disease severity, high willingness to pay, and a near-total absence of alternatives. It represents a premium pricing environment
for a disease-modifying therapy, with the additional strategic benefit that success in advanced disease naturally supports line
extension into earlier-stage prevention of HCC and fibrosis progression.
Scientific rationale for SIRT6c in MASH
SIRT6 is a nuclear deacylase with well-documented roles in regulating lipid and glucose metabolism, suppressing hepatic
inflammation, and attenuating fibrogenic signalling. In centenarian individuals, variants of SIRT6 demonstrate enhanced
enzymatic activity compared to the common form, conferring a greater capacity to counteract the metabolic dysregulation that
drives MASH progression. GF-1002 delivers the centenarian form of SIRT6 (SIRT6c) to hepatocytes, where it acts on multiple
pathways simultaneously: reducing lipotoxicity, suppressing pro-inflammatory cytokine signalling, and inhibiting the activation
of hepatic stellate cells that drive fibrosis.
The transition to mRNA/LNP delivery is particularly advantageous for GF-1002. LNPs exhibit strong natural hepatotropism,
they are taken up preferentially by the liver following systemic administration, making them ideally suited to a hepatic indication
without the need for complex targeting engineering. This biological tropism reduces off-target exposure and supports a
favourable therapeutic window.
Regulatory pathway and next steps
The pre-IND programme is structured to generate the safety, efficacy, biodistribution, and CMC data required to support an
Investigational New Drug application. Prior to initiating GMP manufacturing, Genflow will ensure full regulatory compliance
across all dossier components, including a complete Module 3.2 CMC package and the non-clinical pharmacology and
toxicology dataset, to reinforce confidence among partners, investors, and regulatory agencies. Our ambition is to be
positioned to initiate the first proof-of-concept clinical study in MASH patients within the planned programme timelines.
Sarcopenia — GF-1005
Our sarcopenia programme is advancing with increasing scientific momentum and represents one of the most strategically
attractive opportunities in our portfolio. Age-related muscle loss, sarcopenia, affects an estimated 10–20% of adults over 60
worldwide, with prevalence rising sharply beyond 70. It is associated with falls, fractures, metabolic deterioration, and loss of
independence, generating enormous healthcare costs. No approved pharmacological therapy exists, making this a genuinely
open field for a first-mover with mechanistic credibility.
Scientific approach: targeting mitochondrial dysfunction
The scientific focus of GF-1005 is the restoration of mitochondrial health in skeletal muscle as the primary mechanism for
reversing sarcopenic decline. Mitochondrial dysfunction is increasingly recognised as a central, causative driver of
sarcopenia, not merely a correlate. Impaired mitochondrial biogenesis, elevated reactive oxygen species, and defective
mitophagy collectively compromise the energy economy of muscle cells, accelerating atrophy and impairing regenerative
capacity.
SIRT6 plays a critical role in mitochondrial regulation: it modulates the expression of PGC-1α, the master regulator of
mitochondrial biogenesis, and suppresses oxidative stress pathways that damage mitochondrial membranes. By delivering
the centenarian variant of SIRT6, with its enhanced enzymatic activity, directly to muscle progenitor cells, GF-1005 aims to
restore the mitochondrial capacity of ageing muscle at its cellular source.
Current programme status
The loading of myoblast progenitor cells (myoblasts) with centSIRT6 is currently underway in active collaboration with our
academic partner, the Université libre de Bruxelles (ULB). Myoblasts, the stem-like precursors of mature muscle fibres,
represent an ideal therapeutic target: they retain proliferative capacity and, when appropriately stimulated, generate new,
functional muscle tissue. Delivery of centSIRT6 to this population offers the prospect of durable, regeneration-based benefit
rather than merely symptomatic relief.
GENFLOW BIOSCIENCES PLC
STRATEGIC REPORT
7
The translational data generated through our parallel canine sarcopenia clinical trial (described below) is directly informing
the design of future human preclinical studies, providing a uniquely rich cross-species dataset to support the biological
hypothesis and the dosing rationale for GF-1005.
Ophthalmology — GF-1006 (Glaucoma)
During 2025, Genflow formally initiated its glaucoma programme in collaboration with IRIS Pharma, a leading contract
research organisation with deep expertise in ocular pharmacology and regulatory strategy for ophthalmic indications. This
partnership provides Genflow with access to specialist preclinical infrastructure and a structured path to regulatory-grade data
generation.
The unmet need and our differentiated approach
Glaucoma is the leading cause of irreversible blindness globally, affecting over 80 million people. Current standard-of-care
treatments, predominantly prostaglandin analogues and beta-blockers, focus exclusively on reducing intraocular pressure
(IOP). While effective at slowing progression in some patients, IOP reduction does not prevent the continued degeneration of
retinal ganglion cells (RGCs) and the optic nerve, which is the process that ultimately produces blindness. A significant
proportion of patients continue to lose vision despite well-controlled IOP.
Genflow's approach offers a fundamentally different and potentially transformative therapeutic proposition. Preclinical
evidence demonstrates that SIRT6 overexpression protects retinal ganglion cells from apoptosis and preserves optic nerve
structural integrity, acting through mechanisms distinct from IOP modulation. This positions GF-1006 as a potential
neuroprotective therapy , the first of its kind, that could be used adjunctively with existing IOP-lowering treatments or as a
standalone disease-modifying agent in pressure-independent disease. The global glaucoma therapeutics market is valued at
approximately USD 9 billion and is projected to reach USD 12–14 billion by the early 2030s, driven by ageing demographics
and the inadequacy of current treatment paradigms.
Delivery technology advantage
The eye is an immunologically privileged site with specific requirements for delivery vehicle design. The mRNA/LNP platform,
adapted for ocular administration through GF-1006's non-viral vector architecture, offers significant advantages over AAV in
this context: it avoids the immune-mediated inflammatory responses that limit AAV re-dosing in the vitreous and subretinal
space, and it allows for a controlled, transient duration of expression appropriate for ongoing therapeutic management of a
chronic degenerative condition.
Animal Health: Canine Clinical Trial
Complementing our human health programmes, Genflow is pioneering the application of SIRT6-based gene therapy in
veterinary medicine. Our canine healthspan and sarcopenia clinical trial, conducted in partnership with the independent CRO
Syngene, involves 28 beagle dogs aged 10 years and older treated with SIRT6cent, our naked DNA construct optimised for
companion animal use.
The trial continues to progress according to plan. Interim clinical data are encouraging, supporting the biological rationale for
SIRT6-based intervention in ageing canine populations. The endpoints, focused on muscle function, body composition, and
broader healthspan indicators, are generating a translational dataset of direct relevance to our human sarcopenia programme,
where analogous mechanisms of age-related muscle decline operate.
Beyond its scientific value, the animal health programme has attracted meaningful commercial interest: we have initiated
confidential discussions with several leading animal health companies under CDA, reflecting growing industry recognition of
the opportunity to address age-related decline in companion animals - a market that has expanded rapidly as pet ownership
deepens and owners increasingly seek advanced veterinary interventions. The companion animal health sector represents a
commercially attractive and near-term revenue opportunity that complements our longer-cycle human health development
activities.
Outlook for 2026
Genflow enters 2026 with a strengthened scientific platform, a broader and more de-risked pipeline, and a delivery technology
infrastructure that is well aligned with the direction of the field. Our near-term priorities are as follows:
• GF-1002 (MASH): Complete the pre-IND CMC and non-clinical package and advance toward IND filing and first-in-
patient proof-of-concept study.
• GF-1005 (Sarcopenia): Progress myoblast loading studies with ULB and design a formal preclinical efficacy
programme informed by canine trial data.
• GF-1006 (Ophthalmology/Glaucoma): Advance the IRIS Pharma collaboration toward preclinical proof-of-concept
data in established retinal ganglion cell protection models.
• Animal Health: Complete the canine trial, generate full efficacy dataset, and progress partnering discussions with
leading animal health companies.
GENFLOW BIOSCIENCES PLC
STRATEGIC REPORT
8
• LNP/mRNA Platform: Continue to expand our collaborative framework with top-tier LNP technology companies to
support manufacturing scale-up and cross-programme efficiency.
• Intellectual Property: Continue national phase prosecution across key geographies and expand the patent estate
in line with new programme developments.
We are confident that 2026 will be a year of further, tangible milestones - advancing Genflow toward its ultimate purpose:
delivering therapies that extend healthy life for patients with age-related and degenerative diseases.
Intellectual Property
During 2025, Genflow advanced its core patent estate to national phase in multiple key geographies, including Europe and
Japan. National phase entry across major jurisdictions strengthens our freedom to operate and our ability to protect the
innovations central to each of our programmes as they progress toward clinical-stage development.
In October 2025, the Company filed a second European patent application titled "SIRT6 Variant for NASH". In April 2026, the
Company filed another patent application entitled "Variants of Sirtuin 6 for the Treatment of Muscular Diseases.".
The breadth of our IP position, spanning the centenarian SIRT6 variant itself, its delivery formulations, and its therapeutic
applications across multiple disease indications, represents a significant barrier to competition and a material contributor to
Genflow's licensing and partnership value proposition.
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 with NASH. In March 2026, the Company confirmed receipt of the first instalment in respect of the three-year
development programme totalling €304,587.
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 available to
be drawn upon, subject to the satisfaction of certain conditions. Half of the total grant was received by Genflow BE in 2024,
and the remaining balance is due to be received in 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.
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.
GENFLOW BIOSCIENCES PLC
STRATEGIC REPORT
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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-
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 certain SAB member’s remuneration
was settled in Ordinary Shares in the Company.
Organisational Progress
Since incorporation, the Company has made 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 19.
GENFLOW BIOSCIENCES PLC
STRATEGIC REPORT
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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
2025
2024
Female
Male
Female
Male
Non-executive Director
1
3
1
3
Executive Director
-
1
-
1
In 2025, 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.
Gad Berdugo was appointed as Non-Executive chairperson in January 2026 therefore, has not been included within the
above.
Roles by ethnicity
As at the date of this report, one sixth of the Company’s board is formed of individuals from ethnic 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.
2025
2024
Cash and cash equivalents
111,792
278,682
Interaction with health authorities
1
1
Intellectual property held
5
4
In vivo data for targeted indication (Werner)
3
2
GENFLOW BIOSCIENCES PLC
STRATEGIC REPORT
11
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 2025 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.
• Obtain patent granted in several geographies
• 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.
• 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.
• Analyse data from at completion of the clinical trial in aged dogs is conducted in Morocco by our partner CRO,
Syngene. Use this data as proof of concept to set up a development partnership or a sale to an Animal health
company.
• Apply new sarcopenia data from dog clinical trial to refine our human sarcopenia program.
• Initiate pivot from AAV delivery technology to mRNA LNP for SIRT6c delivery to the eye, liver and muscle.
• Initiate proof of concept trial in a glaucoma rat model to demonstrate preservation of the retina.
• 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 19 provides further evidence for how Section 172(1) has
been applied to strategic issues, risks or opportunities across key stakeholder groups.
By order of the Board
Eric Leire
Chief Executive Officer
30 April 2026
Eric Leire
GENFLOW BIOSCIENCES PLC
OPERATING RISKS AND UNCERTAINTIES
12
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 Grants, 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 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
13
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.
GENFLOW BIOSCIENCES PLC
DIRECTORS’ REPORT
14
The Directors present their Report, together with the Group financial statements and Independent Auditor’s Report, for the
year ended 31 December 2025.
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 12.
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 2025 from continued operations amounts to £1,417,564 (2024:
£1,587,235).
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:
Gad Berdugo (appointed 14 January 2026)
Eric Leire
Tamara Joseph
Peter King-Lewis
Guy-Charles Fanneau De La Horie
Yassine Bendiabdallah
Directors’ Interests
The Directors, who served during the year ended 31 December 2025, had the following beneficial interests in the shares of
the Company at year end:
Director
31 December 2025
31 December 2024
As at the date of this
report
Ordinary
Shares
Options
Ordinary
Shares
Options
Ordinary
Shares
Options
Eric Leire
(1)
131,060,453
-
124,414,999
-
132,026,242
-
Yassine Bendiabdallah
1,270,500
-
1,270,500
-
1,270,500
-
Peter King-Lewis
1,182,000
-
1,182,000
-
1,182,000
-
Guy-Charles Fanneau De La Horie
1,100,000
-
1,100,000
-
1,100,000
-
Tamara Joseph
800,000
-
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 2026, 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
132,026,242
26.75%
Jonathan Mark Swann
55,861,278
11.3%
Dr Moayyed Al-Qurtas
20,182,883
4.1%
Adrian Beeston
17,475,000
3.5%
Premier Miton
15,147,262
3.1%
Samantha Bauer
14,500,000
2.9%
Political Contribution
GENFLOW BIOSCIENCES PLC
DIRECTORS’ REPORT
15
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
16
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 2025 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
17
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 12.
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 2.4 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 22 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 2026 and signed on its behalf.
Eric Leire
Chief Executive Officer
Eric Leire
GENFLOW BIOSCIENCES PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
18
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
19
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 as its code
of corporate governance.
On 13 November 2023, the QCA published the latest version of its corporate governance code (“2023 Code”) aimed at 'UK
Growth companies'. The 2023 Code applies to financial years beginning on or after 1 April 2024, meaning the Company’s
first required year of compliance is the financial year being reported. The 2023 Code is published by the Quoted Companies
Alliance (“QCA”) and is available at www.theqca.com.
Corporate Governance Report
The QCA 2023 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
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 Three
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.
GENFLOW BIOSCIENCES PLC
CORPORATE GOVERNANCE REPORT
20
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 Four
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.
Principle Five
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
Ongoing monitoring of the
Company’s obligations
under the Exclusive
Licence Agreement
including the payments of
amounts due and reporting
obligations.
GENFLOW BIOSCIENCES PLC
CORPORATE GOVERNANCE REPORT
21
condition and prospects
of the Group.
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
Ability to raise further
capital
Fraudulent activity and
loss of funds
Loss of critical financial
data
The Group may be
required to reduce the
scope of its development
Robust financial controls
and split of duties
Regular back up of data
online and locally.
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 Six
A Well-Functioning Board of Directors
As at the date hereof, the Board comprises, an Executive Director: Eric Leire, a Non-Executive Chairperson: Gad Berdugo
and four Non-Executive Directors: Tamara Joseph, Yassine Bendiabdallah, Peter King-Lewis and Guy-Charles Fanneau de
la Horie.
Details of the current Directors are set out within Principle Seven 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 has quarterly Board meetings. The Company has established an Audit Committee, the members of which are
included in Principle Seven below. A Remuneration Committee and Nomination Committee has also been established and
GENFLOW BIOSCIENCES PLC
CORPORATE GOVERNANCE REPORT
22
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, Mr Berdugo, 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 92% 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
12
12
Yassine Bendiabdallah
13
14
Peter King-Lewis
9
12
Guy-Charles Fanneau De La Horie
10
11
Tamara Joseph
15
15
Gad Berdugo
-
-
Principle Seven
Appropriate Skills and Experience of the Directors
As at the date of this report, the Board consists of six 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 three of the Directors have experience in public markets.
The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal
or informal.
Gad Berdugo, Non-Executive Chairman (appointed 14 January 2026)
Gad Berdugo is the Managing Partner of Explorium Capital LLC, a strategic and financial advisory firm focused on the global
biotechnology sector. With over 35 years of experience in biotech business & corporate development, strategy, finance, and
venture management, Gad has completed more than a dozen strategic partnerships and licensing deals, and multiple
financings for both private and public US companies.
Previously, Gad held senior roles including Co-founder and CEO of cancer vaccine venture EpiVax Oncology, CBO at Editas
Medicine, CFO at Immune Pharmaceuticals and Vice Chairman of Evexta Bio. He also led Life Sciences equity research at
Lazard Asset Management, overseeing $12 billion in investments in publicly listed companies and served as Managing
Director at M&A advisory firm, Tegris Advisors. He started his career Abbott Labs and Baxter.
Mr. Berdugo received his B.Sc. with Honors in Biotechnology from Imperial College London, his M.Sc. in Biochemical
Engineering from University College London and his M.B.A. from H.E.C. Paris.
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.
Tamara Joseph, Non-Executive Director
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
GENFLOW BIOSCIENCES PLC
CORPORATE GOVERNANCE REPORT
23
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 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 Remuneration and Nomination Committee and a member of the Audit
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,
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 the chairman of the Audit Committee and a member of the Remuneration and
Nomination Committee.
Principle Eight
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
GENFLOW BIOSCIENCES PLC
CORPORATE GOVERNANCE REPORT
24
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 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
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, Dr Bendiabdallah and Dr Fanneau de la Horia 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.
Gad Berdugo
Non-Executive Chairperson
30 April 2026
GENFLOW BIOSCIENCES PLC
AUDIT COMMITTEE REPORT
25
Dear Shareholders,
I am pleased to present the Group’s Audit Committee report for the year to 31 December 2025.
Meeting Attendance
The Audit Committee met twice in 2025, both with the Company’s auditors in attendance. Y Bendiabdallah chaired the
meetings and the Committee’s second board member T Joseph attended.
After the year-end, Y Bendiabdallah stepped down as chair of the Committee and from 2026 onwards, the Audit Committee
will be chaired by G Fanneau de la Horie.
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 G Fanneau de la Horie, 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 2025 amounted to £nil (2024:
£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 2025, 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 2026.
Guy-Charles Fanneau de la Horie
Chairman of the Audit Committee
GENFLOW BIOSCIENCES PLC
REMUNERATION AND NOMINATION COMMITTEE REPORT
26
Dear Shareholders,
I am pleased to present the Group’s Remuneration and Nomination Committee report for the year to 31 December 2025.
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 22 May 2025, with the second Committee meeting deferred until
Early 2026.
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 2025 and period ended 31 December 2024 was
as shown in the table below:
31 December 2025
Directors’
fees
Bonus
Taxable
benefits
Pension
benefits
Options
issued
Total
£
£
£
£
£
£
Eric Leire
246,405
-
-
-
-
246,405
246,405
-
-
-
-
246,405
GENFLOW BIOSCIENCES PLC
REMUNERATION AND NOMINATION COMMITTEE REPORT
27
31 December 2024
Directors’
fees
Bonus
Taxable
benefits
Pension
benefits
Options
issued
Total
£
£
£
£
£
£
Eric Leire
215,793
-
-
-
-
215,793
215,793
-
-
-
-
215,793
The executive’s bonus will be paid depending on the satisfaction various milestones and is unpaid at the period end. Payment
will be settled dependent on the availability of cash.
Non-Executive Directors (audited)
The basic fee for the Non-Executive Directors for 2025 and 2024 was £30,000.
The remuneration of the Non-Executive Directors for the year ended 31 December 2025 and period ended 31 December
2024 was as shown in the table below:
31 December 2025
Directors’
fees
Bonus
Taxable
benefits
Pension
benefits
Options
issued
Total
£
£
£
£
£
£
Yassine Bendiabdallah
27,500
-
-
-
-
27,500
Peter King-Lewis
27,500
-
-
-
-
27,500
Guy-Charles Fanneau de La Horie
27,500
-
-
-
-
27,500
Tamara Joseph
27,500
-
-
-
-
27,500
110,000
-
-
-
-
110,000
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
All NED salaries were unpaid at the period end and will be settled dependent on the availability of cash.
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
Gad Berdugo
965,789
Group spend on pay
During the year, the Group’s administration expenses totalled £2,003,171 (2024: £1,907,706) of which 17.79% (2024:
17.14%) represented remuneration paid to Directors of the Company.
Shareholder Voting at the Annual General Meeting
GENFLOW BIOSCIENCES PLC
REMUNERATION AND NOMINATION COMMITTEE REPORT
28
The Directors’ Remuneration Report for the period ended 31 December 2024 was approved by the shareholders at the Annual
General Meeting held on 12 June 2025.
The votes cast were as follows:
Number of votes
% of votes cast
For
152,069,752
99.3%
Against
270,744
0.2%
Withheld
778,314
0.5%
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 2026.
Yassine Bendiabdallah
Chairman of the Remuneration Committee
GENFLOW BIOSCIENCES PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GENFLOW BIOSCIENCES PLC
29
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 2025 which comprise the Consolidated and Company Statement of Financial Position, the
Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Shareholders’
Equity, the Consolidated and Company Cash Flow Statements 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 2025 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 group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion
Material uncertainty related to going concern
We draw attention to note 2.4 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 2.4, these events or conditions, along with the other matters
as set forth in note 2.4 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 group’s and parent
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 sections
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 £58,000 (2024 - £91,000), a
benchmark calculated using 4% of the draft loss before tax of the group (2024 – 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 £40,000 (2024 - £63,000) and we have reported misstatements
during our audit work above £2,900 (2024 - £4,000), 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
GENFLOW BIOSCIENCES PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GENFLOW BIOSCIENCES PLC
30
reasonable due to the relatively low level of transactions and simple nature of these transactions and also due to this being
the fourth 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 £24,000 (2024 - £27,000) being 3% 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
performance during the research phase and given no development assets are capitalised. Performance materiality was
£16,000 (2024 - £18,000) 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 fourth year we are performing the
audit. We agreed with the audit committee that we would report any individual audit difference in excess of £1,200 (2024 -
£1,000) 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 performance materiality of £32,000 (2024 - £43,000). We
agreed with the audit committee that we would report any individual audit difference in excess of £2,900 (2024 - £3,000) for
Genflow Biosciences SRL and differences below this threshold that, in our review, warranted reporting on qualitative grounds.
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 6 in the financial statements)
Under ISA (UK) 240, there is a rebuttable presumption that
revenue recognition is a significant fraud risk.
The Group were awarded a non-dilutive research grant
award of €4.027m from the regional government of Wallonia
in Belgium. This award comprised a €1.218 million non-
reimbursable research grant (covering 70% of research
costs) and a €2.808 million recoverable advance (funding
55% of development costs), repayable upon
commercialisation of GF 1002 for MASH. During the year
the Group recognised £226k in respect of this grant. In
addition, the Group recognised £360k in relation to
previously awarded grants.
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
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 in respect
of grant income;
• Performing substantive transactional testing of
grant income recognised in the financial
statements, including deferred and accrued
income balances recognised at the year-end.
• Reviewing the grant terms and conditions,
together with the grant claims, and ensuring
compliance with the terms therein.
• Confirming the treatment of grant income is in
accordance with IAS 20, being the applicable
accounting standard; and
• Reviewing post year-end receipts to ensure
recoverability and completeness of income
recorded in the accounting period.
We are satisfied that the grant income is recoverable and
had been appropriately recognised.
Carrying value of investment (Company only - see Note
10 in the financial statements)
GENFLOW BIOSCIENCES PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GENFLOW BIOSCIENCES PLC
31
Genflow Biosciences Plc is the ultimate parent company of
the group. The carrying value of the investment in subsidiary
undertakings as at 31 December 2025 amounted to
£1,824,267 (2024 - £869,370).
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, areas
of judgements and challenging management’s
assumptions;
• Assessing progress of the research and
development activities in the underlying
subsidiaries.
• 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.
• in our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance
with the Companies Act 2006.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
• the parent company financial statements and the part of the directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
GENFLOW BIOSCIENCES PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GENFLOW BIOSCIENCES PLC
32
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the
group and parent company financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the group’s and
the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the group and parent company and the sector in which they operate to identify
laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through 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
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
GENFLOW BIOSCIENCES PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GENFLOW BIOSCIENCES PLC
33
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 the 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 5 years, covering the
periods ending 31 December 2021 to 31 December 2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and
we remain independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
Timothy Harris (Senior Statutory Auditor) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP London
Statutory Auditor E14 5RE
30 April 2026
GENFLOW BIOSCIENCES PLC
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
34
Group | Company | ||||
Notes | |||||
Year ended 31 | Year ended 31 | Year ended 31 | Year ended 31 | ||
December 2025 | December 2024 | December 2025 | December 2024 | ||
£ | £ | £ | £ | ||
Non-Current Assets | |||||
Property, plant & equipment | - | - | |||
Investments | 10 | 1,824,267 | 869,370 | ||
Total non-current assets | 1,824,267 | 869,370 | |||
Current Assets | |||||
Trade and other receivables | 11 | 261,299 | 261,297 | ||
Cash and cash equivalents | 12 | 88,181 | 97,738 | ||
Total current assets | 349,480 | 359,035 | |||
Total Assets | 2,173,747 | 1,228,405 | |||
Current Liabilities | |||||
Trade and other payables | 13 | 460,624 | 72,307 | ||
Total Liabilities | 460,624 | 72,307 | |||
Net (Liabilities)/Assets | ( | ( | 1,713,123 | 1,156,098 | |
Equity attributable to owners of the Parent | |||||
Share capital | 15 | 148,064 | 104,912 | ||
Share premium | 15 | 6,095,921 | 4,830,375 | ||
Other reserves | 16 | 6,965 | 6,965 | ||
Retained earnings | ( | ( | (4,537,827) | (3,786,154) | |
Total Equity | ( | ( | 1,713,123 | 1,156,098 |
(Company No. 13138531)
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 2025, the Company made a loss for the year of £751,673 (2024:
£552,552).
The financial statements were approved and authorised for issue by the Board of Directors on 30 April 2026 and were signed
on its behalf by:
Eric Leire
Chief Executive Officer
The Notes from page 39 form part of these financial statements
Eric Leire
GENFLOW BIOSCIENCES PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 December 2025
35
Group | ||||
Continuing Operations | Notes | Year ended 31 December | Year ended 31 December | |
2025 | 2024 | |||
£ | £ | |||
Other operating income | 6 | |||
Gross Profit | ||||
Administration expenses | 7 | ( | ( | |
Operating Loss | ( | ( | ||
Net finance costs | ||||
Loss before Taxation | ( | ( | ||
Income tax | 9 | |||
Loss for the year from continuing operations | ( | ( | ||
Loss attributable to: | - | |||
- | owners of the Parent | ( | ( | |
( | ( | |||
Other Comprehensive Income: | ||||
Items that may be subsequently reclassified to profit or loss | ||||
Exchange differences on translating foreign operations | ( | |||
Total Comprehensive Income | ( | ( | ||
Attributable to: | ||||
- | owners of the Parent | ( | ( | |
Total Comprehensive Income from continuing operations | ( | ( | ||
Earnings per share (pence) from continuing operations | ||||
attributable to owners of the Parent – Basic & Diluted | 18 | ( | ( | |
The Notes from page 39 form part of these financial statements.
GENFLOW BIOSCIENCES PLC
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
For the year ended 31 December 2025
36
Attributable to Equity Shareholders- Group
Share | Share | Other | Retained | ||
capital | premium | reserves | losses | Total equity | |
£ | £ | £ | £ | £ | |
As at 1 January 2024 | ( | ||||
Loss for the period | ( | ( | |||
Other comprehensive income | |||||
Exchange differences on translating foreign | |||||
operations | |||||
Total comprehensive income for the period | ( | ( | |||
Transactions with owners | |||||
Issue of ordinary shares | |||||
Cost of capital – share issue costs | ( | ( | |||
Warrants granted during the year | |||||
Total transactions with owners | |||||
As at 31 December 2024 | ( | ( | |||
As at 1 January 2025 | ( | ( | |||
Loss for the period | ( | ( | |||
Other comprehensive income | |||||
Exchange differences on translating foreign | ( | ( | |||
operations | |||||
Total comprehensive income for the period | ( | ( | ( | ||
Transactions with owners | |||||
Issue of ordinary shares | |||||
Cost of capital – share issue costs | ( | ( | |||
Total transactions with owners | |||||
As at 31 December 2025 | ( | ( |
The Notes from page 39 form part of these financial statements.
GENFLOW BIOSCIENCES PLC
COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
For the year ended 31 December 2025
37
Attributable to Equity Shareholders- Company
Share
capital
£
Share
premium
£
Other
reserves
£
Retained
losses
£
Total equity
£
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)
Warrants 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
As at 1 January 2025
104,912
4,830,375
6,965
(3,786,154)
1,156,098
Loss for the period
-
-
-
(751,673)
(751,673)
Other comprehensive income
-
-
-
-
-
Total comprehensive income for the period
-
-
-
(751,673)
(751,673)
Transactions with owners
Issue of ordinary shares
43,152
1,330,932
-
-
1,374,084
Cost of capital – share issue costs
-
(65,386)
-
-
(65,386)
Total transactions with owners
43,152
1,265,546
-
-
1,308,698
As at 31 December 2025
148,064
6,095,921
6,965
(4,537,827)
1,713,123
The Notes from page 39 form part of these financial statements.
GENFLOW BIOSCIENCES PLC
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
For the year ended 31 December 2025
38
Group | Company | ||||
Notes | Year ended 31 | Year ended 31 | Year ended 31 | Year ended 31 | |
December 2025 | December 2024 | December 2025 | December 2024 | ||
£ | £ | £ | £ | ||
Cash flows from operating activities | |||||
Loss after taxation | ( | ( | (751,673) | (552,552) | |
Adjustments for: | |||||
Depreciation & amortisation | - | - | |||
Share based payments | - | 6,965 | |||
(Increase)/decrease in trade and other receivables | 11 | ( | (2) | (116,959) | |
Increase/(decrease) in trade and other payables | 13 | 388,317 | (44,707) | ||
Net cash used in operating activities | ( | ( | (363,358) | (707,253) | |
Cash flows from investing activities | |||||
Loans granted to subsidiaries | 10 | (954,897) | (99,183) | ||
Net cash used in investing activities | (954,897) | (99,183) | |||
Cash flows from financing activities | |||||
Net proceeds from issue of shares net of issue costs | 15 | 1,308,698 | 656,635 | ||
Net cash generated from financing | 1,308,698 | 656,635 | |||
activities | |||||
Net decrease in cash and cash | ( | ( | (9,557) | (149,801) | |
equivalents | |||||
Cash and cash equivalents at beginning | 97,738 | 247,539 | |||
of year | |||||
FX on cash | ( | - | - | ||
Cash and cash equivalents at end of year | 12 | 88,181 | 97,738 |
The Notes from page 39 form part of these financial statements.
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
39
Standard | Impact on initial application | Effective date |
IFRS 10 (Amendments) | Consolidated Financial Statements | 1 January 2026 |
IAS 7 (Amendments) | Statement of Cash Flows | 1 January 2026 |
IFRS 7 | Financial Instruments: Disclosures and its | 1 January 2026 |
accompanying Guidance on implementing IFRS 7 | ||
IFRS 9 | Financial Instruments | 1 January 2026 |
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
40
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
41
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
42
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
43
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
44
Currency | Total | |||
GBP | EUR | USD | ||
2025 | 2025 | 2025 | 2025 | |
Currency of net monetary assets | £ | £ | £ | £ |
Pound Sterling | 85,354 | - | - | 85,354 |
Euro | 33 | 23,611 | - | 23,644 |
US Dollar | 2,794 | - | - | 2,794 |
At 31 December 2025 | 88,181 | 23,611 | - | 111,792 |
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
45
Currency | Total | |||
GBP | EUR | USD | 2024 | |
2024 | 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 |
2025 | 2024 | |
£ | £ | |
Pound Sterling 10% weakening against Euro | (2,364) | (18,181) |
Pound Sterling 10% strengthening against Euro | 2,364 | 18,181 |
Pound Sterling 20% weakening against Euro | (4,729) | (36,361) |
Pound Sterling 20% strengthening against Euro | 4,729 | 36,361 |
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
46
Belgium | UK | US | Total | |
2025 | £ | £ | £ | |
£ | ||||
Other operating income | 585,607 | - | - | 585,607 |
Administrative expenses | (1,210,623) | (784,792) | (7,756) | (2,003,171) |
Loss from operations per reportable | (625,016) | (784,792) | (7,756) | (1,417,564) |
segment | ||||
Reportable segment assets | 310,012 | 141,485 | 889 | 452,386 |
Reportable segment liabilities | 542,547 | 460,624 | - | 1,003,171 |
Belgium | UK | US | Total | |
2024 | £ | £ | £ | £ |
Other operating income | 320,471 | - | - | 320,471 |
Administrative expenses | (1,254,901) | (649,844) | (2,961) | (1,907,706) |
Loss from operations per reportable | (934,430) | (649,844) | (2,961) | (1,587,235) |
segment | ||||
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 2025
47
Group | ||
31 December | 31 December | |
2025 | 2024 | |
£ | £ | |
Grant income | 585,607 | 320,471 |
585,607 | 320,471 |
Group | ||
31 December | 31 December | |
2025 | 2024 | |
£ | £ | |
Directors’ fees | 363,995 | 325,793 |
Directors’ pensions | - | 1,306 |
Directors’ social security contributions | 29,967 | 19,653 |
Fees payable to the Company’s auditors for the audit of the Parent Company and group financial statements | 55,000 | 57,500 |
Professional, legal and consulting fees | 298,479 | 188,522 |
PR and marketing | 92,891 | 97,049 |
Accounting related services | 16,654 | 6,551 |
Insurance | 21,713 | 22,347 |
Office and administrative expenses | 7,172 | 16,310 |
IT and software services | 8,447 | 7,893 |
Travel and entertainment | 6,336 | 6,403 |
Research and development costs | 1,110,486 | 1,151,461 |
Other expenses | (9,062) | 5,714 |
Depreciation | 1,093 | 1,204 |
Total administrative expenses | 2,003,171 | 1,907,706 |
Group | Company | |||
Tax recognised in profit or loss | 2025 | 2024 | 2025 | 2024 |
£ | £ | £ | £ | |
Current tax | - | - | - | - |
Deferred tax | - | - | - | - |
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
48
Total | tax | charge | in | the | Statement | Of | ||||
Comprehensive Income | - | - | - | - |
Group | 2025 | 2024 |
£ | £ | |
Loss before tax | (1,417,564) | (1,587,235) |
Tax at the weighted average rate of 23.7% (Company: 25%) | (335,490) | (375,646) |
Expenditure not deductible for tax purposes | 273 | 301 |
Net tax effect of losses carried forward on which no deferred tax asset is recognised | 335,217 | 375,345 |
Income tax for the year | - | - |
Company | ||
2025 | 2024 | |
£ | £ | |
Shares in subsidiary undertakings | ||
At beginning of the period | 869,370 | 770,187 |
Additions to investments | - | - |
Additions to loans | 954,897 | 99,183 |
Loan reassignment | - | - |
Loans receivable | - | - |
At period end | 1,824,267 | 869,370 |
Share capital | ||||||
Country of | Share capital | held by | Principal | Registered office address | ||
Name of subsidiary | incorporation | held by Group | Company | activities | ||
Genflow | United | Holding | Harvard Square, One | |||
Biosciences Inc. | States | £20,383 | 100% | company | Miffin Place #400, Cambr | |
idge, MA 02138 | ||||||
Genflow | Belgium | £684,183 | 100% | Research and | Rue Auguste Piccard 48 | |
Biosciences SRL | development | 6041 | Gosselies |
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
49
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
VAT receivable | 28,107 | 31,757 | 10,859 | 195 |
Prepayments | 44,096 | 68,653 | 40,361 | 66,850 |
Other receivables | 267,325 | 4,749 | 2,084 | 2,084 |
Amounts owed by Group companies | - | - | 207,995 | 192,168 |
339,528 | 105,159 | 261,299 | 261,297 |
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
UK Pounds | 53,304 | 69,129 | 261,299 | 261,297 |
Euros | 285,335 | 35,075 | - | - |
US Dollars | 889 | 955 | - | - |
Current receivables | 339,528 | 105,159 | 261,299 | 261,297 |
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
50
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
UK Pounds | 85,354 | 92,501 | 85,354 | 92,501 |
Euros | 23,644 | 182,792 | 33 | 1,848 |
US Dollars | 2,794 | 3,389 | 2,794 | 3,389 |
Cash at bank and in hand | 111,792 | 278,682 | 88,181 | 97,738 |
13. Trade and Other Payables
Group | Company | |||
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
Trade payables | 646,660 | 368,897 | 134,152 | 16,610 |
Other payables | 17,299 | 17,243 | 3,305 | 3,197 |
Deferred income | 16,045 | 330,474 | - | - |
Accrued expenses | 323,167 | 72,302 | 323,167 | 52,500 |
1,003,171 | 788,916 | 460,624 | 72,307 |
Included in deferred income as at 31 December 2025 is £16,045 (2024: £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 | |||
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
UK Pounds | 460,624 | 72,307 | 460,624 | 72,307 |
Euros | 542,547 | 716,609 | - | - |
Current payables | 1,003,171 | 788,916 | 460,624 | 72,307 |
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
51
14. Financial Instruments by Category
31 December 2025 | 31 December 2024 | |||
Group | At amortised | At amortised | ||
Assets per Statement of Financial Position | cost | Total | cost | Total |
Trade and other receivables (excluding | 295,432 | 295,432 | 36,506 | 36,506 |
prepayments) | ||||
Cash and cash equivalents | 111,792 | 111,792 | 278,682 | 278,682 |
Total | 407,224 | 407,224 | 315,188 | 315,188 |
Liabilities per Statement of Financial Position | ||||
Trade and other payables | 1,003,171 | 1,003,171 | 778,916 | 778,916 |
Total | 1,003,171 | 1,003,171 | 778,916 | 778,916 |
31 December 2025 | 31 December 2024 | |||
Company | At amortised | At amortised | ||
Assets per Statement of Financial Position | cost | Total | cost | Total |
Trade and other receivables (excluding | 220,938 | 220,938 | 194,447 | 194,447 |
prepayments) | ||||
Cash and cash equivalents | 88,181 | 88,181 | 97,738 | 97,738 |
Total | 309,119 | 309,119 | 292,185 | 292,185 |
Liabilities per Statement of Financial Position | ||||
Trade and other payables | 460,624 | 460,624 | 72,307 | 72,307 |
Total | 460,624 | 460,624 | 72,307 | 72,307 |
15. Share Capital and Share Premium
Issued share capital
Company | Number of shares | Ordinary | Share | Total |
shares | premium | £ | ||
£ | £ | |||
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 |
At 1 January 2025 | 349,706,618 | 104,912 | 4,830,375 | 4,935,287 |
Issue of new shares – 10 April 2025 | 41,341,324 | 12,402 | 421,682 | 434,084 |
Issue of new shares – 9 May 2025 | 62,500,000 | 18,750 | 481,250 | 500,000 |
Issue of new shares – 1 October 2025 | 40,000,000 | 12,000 | 428,000 | 440,000 |
Cost of Capital | (65,386) | (65,386) | ||
At 31 December 2025 | 493,547,942 | 148,064 | 6,095,921 | 6,243,985 |
On 10 April 2025, the Company issued and allotted 41,341,324 new Ordinary Shares at a price of 1.05 pence per share, for
gross proceeds of £434,084.
On 9 May 2025, the Company issued and allotted 62,500,000 new Ordinary Shares at a price of 0.80 pence per share, for
gross proceeds of £500,000.
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
52
Foreign currency | ||||
translation | Merger reserve | Share option | ||
Group | differences | reserve | Total | |
£ | £ | £ | £ | |
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 |
Currency translation differences | (38,911) | - | - | (38,911) |
As at 31 December 2025 | 36,681 | 170,248 | 6,965 | 213,894 |
17. 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 | 31 December | 31 December |
share | 2025 | 2024 | ||
4 April 2024 | 4 April 2027 | 0.02 | 27,860,000 | 27,860,000 |
8 May 2025 | 8 May 2028 | 0.015 | 62,500,000 | - |
9 October 2025 | 9 October 2027 | 0.012 | 40,000,000 | - |
130,360,000 | 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) | 3 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 2025 is shown below:
GENFLOW BIOSCIENCES PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2025
53
2025 | 2024 | |||||||
Weighted | Weighted | |||||||
Number | average | Number | average | |||||
exercise | exercise price | |||||||
price (£) | (£) | |||||||
Outstanding at beginning of period | 27,860,000 | 0.02 | - | - | ||||
Granted | 102,500,000 | 0.013 | 27,860,000 | 0.02 | ||||
Outstanding as at period end | 130,360,000 | 0.015 | 27,860,000 | 0.02 | ||||
Exercisable at period end | 130,360,000 | 0.015 | 27,860,000 | 0.02 | ||||
2025 | 2024 | |||||||
Weighted | Weighted | Weighted | Weighted | |||||
Range of | Weighted | average | average | Weighted | average | average | ||
exercise | average | Number of | remaining | remaining | average | Number of | remaining | remainin |
prices (£) | exercise | shares | life | life | exercise | shares | life | g life |
price (£) | expected | contracted | price (£) | expected | contracte | |||
(years) (years) | (years) | d (years) | ||||||
0 – 0.05 | 0.015 | 130,360,000 | 2 | 2 | 0.02 | 27,860,000 | 2.66 | 2.66 |