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"fact_ifrs-full_DisclosureOfNotesAndOtherExplanatoryInformationExplanatory_E2_CY": {
"value": "\n1. General Information
Roquefort Therapeutics plc, the Group\u2019s ultimate parent company, was incorporated on 17 August 2020 as a public
company limited by shares in England and Wales with company number 12819145 under the Companies Act.
The address of its registered of\ufb01ce is 85 Great Portland Street, First Floor, London W1W 7LT, United Kingdom.
The principal activity of the Company is to develop pre-clinical next generation medicines focused on hard-to-
treat cancers.
The Company listed on the London Stock Exchange (\u201cLSE\u201d) on 22 March 2021.
The consolidated \ufb01nancial statements of the Group have been prepared in accordance with UK adopted
International Accounting Standards as issued by the International Accounting Standards Board (IASB) and
endorsed by the UK Endorsement Board. They have been prepared under the assumption that the Group operates
on a going concern basis.
2. New Standards and Interpretations
New and revised accounting standards adopted for the year ended 31 December 2024 did not have any material
impact on the Group\u2019s accounting policies. There are a number of standards, amendments to standards, and
interpretations which have been issued by the IASB that are effective in future accounting periods that the Group
has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2024:
\u2b24 IFRS 16 Leases (Amendment \u2013 Liability in a Sale and Leaseback);
\u2b24 IAS 1 Presentation of Financial Statements (Amendment \u2013 Classi\ufb01cation of Liabilities as Current or Non-current)
with Covenants; and
\u2b24 Amendment to IAS 7 and IFRS 7 - Supplier \ufb01nance.
The following amendments are effective for the period beginning 1 January 2025:
\u2b24 Lack of Exchangeability (Amendments to IAS 21 The effects of changes in foreign exchange rates)
The Group is currently assessing the impact of these new accounting standards and amendments. The Group
does not believe that the amendments to IAS 1 will have a signi\ufb01cant impact on the classi\ufb01cation of its liabilities.
The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact
on the Group.
3. Summary of Signi\ufb01cant Accounting Policies
The principal accounting policies applied in the preparation of these \ufb01nancial statements are set out below. These
policies have been consistently applied to all the period presented, unless otherwise stated.
a) Basis of Preparation
The \ufb01nancial statements of Roquefort Therapeutics plc have been prepared in accordance with UK adopted
International Accounting Standards, and the Companies Act 2006.
The \ufb01nancial statements have been prepared on an accrual basis and under the historical cost convention.
b) Going Concern
The Directors have prepared \ufb01nancial forecasts to estimate the likely cash requirements of the Group over the
period to 30 June 2026, given its stage of development and lack of recurring revenues. In preparing these \ufb01nancial
forecasts, the Directors have made certain assumptions with regards to the timing and amount of future
expenditure over which they have control. The Directors have considered the sensitivity of the \ufb01nancial forecasts
to changes in key assumptions, including, among others, potential cost overruns within committed spend, ability
to raise new funding and changes in exchange rates.
The Group\u2019s available resources are suf\ufb01cient to cover the Group\u2019s plans to complete existing pre-clinical
development activities during 2025, however, they are not suf\ufb01cient to cover existing committed costs and the
costs of planned activities for at least 12 months from the date of signing these consolidated and company
\ufb01nancial statements.
The Directors plan to raise further funds during 2025 through the proceeds of the planned sale of the subsidiaries
(and/or other \ufb01nancing arrangements) and have reasonable expectations that suf\ufb01cient cash will be raised
through the proceeds of the planned sale of the subsidiaries (and/or other \ufb01nancing arrangements) to fund the
planned operations of the Group for a period of at least 12 months from the date of approval of these \ufb01nancial
statements. The funding requirement indicates that a material uncertainty exists which may cast signi\ufb01cant doubt
over the Group\u2019s and Company\u2019s ability to continue as a going concern, and therefore its ability to realise its assets
and discharge its liabilities in the normal course of business.
After due consideration of these forecasts, current cash resources, including the sensitivity of key inputs and
success in raising new funding the Directors consider that the Group will have adequate \ufb01nancial resources to
continue in operational existence for the foreseeable future (being a period of at least 12 months from the date
of this report) and, for this reason, the \ufb01nancial statements have been prepared on a going concern basis. The
\ufb01nancial statements do not include the adjustments that would be required should the going concern basis of
preparation no longer be appropriate.
c) Basis of Consolidation
The Group\u2019s \ufb01nancial statements consolidate those of the parent company and its subsidiaries as of 31 December
2024. Lyramid Pty Ltd and Oncogeni Ltd have reporting dates at 31 December whilst the reporting date of
Tumorkine Pty Ltd is 30 June.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised
gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales
are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective.
Amounts reported in the \ufb01nancial statements of its subsidiary have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group.
Pro\ufb01t or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and
the non-controlling interests based on their respective ownership interests.
d) Revenue From Contracts with Customers
The Group recognises revenue as follows:
Commercialisation and milestone revenue
Commercialisation and milestone revenue generally includes non-refundable upfront license and collaboration
fees; milestone payments, the receipt of which is dependent upon the achievement of certain clinical, regulatory
or commercial milestones; as well as royalties on product sales of licensed products, if and when such
product sales occur; and revenue from the supply of products. Payment is generally due on standard terms of
30 to 60 days.
Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue or deferred
consideration, depending on the nature of arrangement. Amounts expected to be recognised as revenue within
the 12 months following the consolidated balance sheet date are classi\ufb01ed within current liabilities. Amounts not
expected to be recognised as revenue within the 12 months following the consolidated balance sheet date are
classi\ufb01ed within non-current liabilities.
Milestone revenue
The Group applies the \ufb01ve-step method under the standard to measure and recognise milestone revenue.
The receipt of milestone payments is often contingent on meeting certain clinical, regulatory or commercial
targets, and is therefore considered variable consideration. The Group estimates the transaction price of the
contingent milestone using the most likely amount method.
The Group includes in the transaction price some or all of the amount of the contingent milestone only to the
extent that it is highly probable that a signi\ufb01cant reversal in the amount of cumulative revenue recognised will
not occur when the uncertainty associated with the contingent milestone is subsequently resolved.
Milestone payments that are not within the control of the Company, such as regulatory approvals, are not
considered highly probable of being achieved until those approvals are received.
Any changes in the transaction price are allocated to all performance obligations in the contract unless the variable
consideration relates only to one or more, but not all, of the performance obligations.
e) Business Combinations
The Group applies the acquisition method in accounting for business combinations. The consideration transferred
by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition date fair values of assets
transferred, liabilities incurred, and the equity interests issued by the Group, which includes the fair value of any
asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
Assets acquired and liabilities assumed are generally measured at their acquisition date fair values.
f) Foreign Currency Translation
i) Functional and Presentation Currency
The \ufb01nancial statements are presented in Pounds Sterling (GBP), which is the Group\u2019s functional and presentation
currency.
ii) Transactions and Balances
Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange
differences arising on the retranslation of assets and liabilities are recognised immediately in pro\ufb01t or loss.
iii) Foreign operations
In the Group\u2019s \ufb01nancial statements, all assets, liabilities and transactions of Group entities with a functional
currency other than GBP are translated into GBP upon consolidation. The functional currencies of entities within
the Group have remained unchanged during the reporting period.
On consolidation, assets and liabilities have been translated into GBP at the closing rate at the reporting date.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and
liabilities of the foreign entity and translated into GBP at the closing rate on the acquisition date. Income and
expenses have been translated into GBP at the average rate of over the reporting period. Exchange differences
are charged or credited to other comprehensive income and recognised in the currency translation reserve in
equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are
reclassi\ufb01ed to pro\ufb01t or loss and are recognised as part of the gain or loss on disposal.
g) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-makers. The chief operating decision-makers, who are responsible for allocating resources and
assessing performance of the operating segments, has been identi\ufb01ed as the executive Board of Directors.
All operations and information are reviewed together so that at present there is only one reportable operating
segment.
In the opinion of the Directors, during the period the Group operated in the single business segment of
biotechnology.
h) Property, Plant & Equipment
Property, plant and equipment is stated at cost less accumulated depreciation and, where appropriate, less
provisions for impairment.
The initial recognition and subsequent measurement of property, plant and equipment are:
Initial recognition
Property, plant and equipment is initially recognised at acquisition cost, including any costs directly attributable
to bringing the assets to the location and condition necessary for them to be capable of operating. In most
circumstances, the cost will be its purchase cost, together with the cost of delivery.
Subsequent measurement
An asset will only be depreciated once it is ready for use. Depreciation is charged so as to write off the cost of property,
plant and equipment, less its estimated residual value, over the expected useful economic lives of the assets.
Depreciation is charged on a straight-line basis as follows:
\u2b24 Equipment 10 years
The disposal or retirement of an asset is determined by comparing the sales proceeds with the carrying amount.
Any gains or losses are recognised within the Consolidated Statement of Comprehensive Income.
i) Goodwill and Intangible Assets
Goodwill represents the future economic bene\ufb01ts arising from a business combination that are not individually
identi\ufb01ed and separately recognised. Goodwill is carried at cost less accumulated impairment losses. Refer to
Note (j) for a description of impairment testing procedures.
Transactions where the de\ufb01nition of a business combination, per IFRS 3, is not met due to the asset or group of
assets not meeting the de\ufb01nition of a business, or where the concentration test affords the Directors the option
not to treat as a business, are recognised as an asset acquisition. The Group identi\ufb01es and recognises the
individual identi\ufb01able assets acquired and liabilities assumed and allocates the cost of the group of assets and
liabilities (including directly attributable costs of making the acquisition) to the individual identi\ufb01able assets and
liabilities on the basis of their relative fair values at the date of purchase.
Other intangible assets, including licences and patents, that are acquired by the Group and have \ufb01nite useful lives
are measured at cost less accumulated amortisation and any accumulated impairment losses. Refer to Note (j)
for amortisation procedures.
j) Impairment Testing of Goodwill, Other Intangible Assets and Property, Plant and Equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment,
and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are
expected to bene\ufb01t from synergies of a related business combination and represent the lowest level within the
Group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated are tested for impairment at least annually. All other
individual assets or cash-generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset\u2019s (or cash-generating unit\u2019s) carrying amount
exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use.
To determine the value-in-use, management estimates expected future cash flows from each cash-generating
unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data
used for impairment testing procedures are directly linked to the Group\u2019s latest approved budget, adjusted as
necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are
determined individually for each cash-generating unit and reflect current market assessments of the time value
of money and asset-speci\ufb01c risk factors.
Impairment losses for cash-generating units reduce \ufb01rst the carrying amount of any goodwill allocated to that
cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating
unit.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the
straight line method over their estimated useful lives, from the date the assets are available for use and is
recognised in pro\ufb01t or loss. The available for use date is determined as the date from which a product is
commercialised \u2013 this had yet to occur, for all intangible assets, at 31 December 2024 and 2023. Goodwill is not
amortised.
k) Financial Instruments
IFRS 9 requires an entity to address the classi\ufb01cation, measurement and recognition of \ufb01nancial assets and liabilities.
i) Classi\ufb01cation
The Group classi\ufb01es its \ufb01nancial assets in the following measurement categories:
\u2b24 those to be measured at amortised cost.
The classi\ufb01cation depends on the Group\u2019s business model for managing the \ufb01nancial assets and the contractual
terms of the cash flows.
The Group classi\ufb01es \ufb01nancial assets as at amortised cost only if both of the following criteria are met:
\u2b24 the asset is held within a business model whose objective is to collect contractual cash flows; and
\u2b24 the contractual terms give rise to cash flows that are solely payment of principal and interest.
ii) Recognition
Purchases and sales of \ufb01nancial assets are recognised on trade date (that is, the date on which the Group commits
to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the
\ufb01nancial assets have expired or have been transferred and the Group has transferred substantially all the risks
and rewards of ownership.
iii) Measurement
At initial recognition, the Group measures a \ufb01nancial asset at its fair value plus, in the case of a \ufb01nancial asset
not at fair value through pro\ufb01t or loss (FVPL), transaction costs that are directly attributable to the acquisition of
the \ufb01nancial asset.
Transaction costs of \ufb01nancial assets carried at FVPL are expensed in pro\ufb01t or loss.
Receivables
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent
solely payments of principal and interest, are measured at amortised cost. Interest income from these \ufb01nancial
assets is included in \ufb01nance income using the effective interest rate method. Any gain or loss arising on derecognition
is recognised directly in pro\ufb01t or loss and presented in other gains/(losses) together with foreign exchange gains
and losses. Impairment losses are presented as a separate line item in the statement of pro\ufb01t or loss.
iv) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments
carried at amortised cost. For trade receivables, the Group applies the simpli\ufb01ed approach permitted by IFRS 9,
which requires expected lifetime losses to be recognised from initial recognition of the receivables.
l) Taxation
Taxation comprises current and deferred tax.
Current tax is based on taxable pro\ufb01t or loss for the period. Taxable pro\ufb01t or loss differs from pro\ufb01t or loss as
reported in the income statement because it excludes items of income and expense that are taxable or deductible
in other years and it further excludes items that are never taxable or deductible. The asset or liability for current
tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the \ufb01nancial
information and the corresponding tax bases used in the computation of taxable pro\ufb01t and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable pro\ufb01ts will be
available against which deductible temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the
taxable pro\ufb01t nor the accounting pro\ufb01t.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries
and associates, and interests in joint ventures, except where the Group is able to control the reversal of the
temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that suf\ufb01cient taxable pro\ufb01ts will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or
the asset realised. Deferred tax is charged or credited to pro\ufb01t or loss, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
R&D tax rebate receivable represents refundable tax offsets, in cash, from the Australian Taxation Of\ufb01ce in relation
to expenditure incurred in the current year for eligible research and development activities. Research and
development activities are refundable at a rate of 43.5% for each dollar spent, subject to meeting certain eligibility
criteria. Funds are expected to be received subsequent to the lodgement of the income tax return and research
and development tax incentive schedule for the current \ufb01nancial year. The Group recognises a taxation credit, in
the year the cash is received, which generally relates to expenses during the prior period. In future periods (which
will include UK R&D tax credits), once an established pattern of successful claims is recorded, the Group will
consider an accruals basis, recording the tax credit and a receivable in the period the eligible expenditure was
incurred.
m) Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and demand deposits with banks and other \ufb01nancial
institutions, that are readily convertible into known amounts of cash, and which are subject to an insigni\ufb01cant risk
of changes in value.
n) Equity, Reserves and Dividend Payments
Share capital represents the nominal (par) value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs directly associated
with the issuing of shares are deducted from share premium, net of any related income tax bene\ufb01ts.
Share based payments represents the value of equity settled share-based payments provided to employees, including
key management personnel, and third parties for services provided.
Translation reserve comprises foreign currency translation differences arising from the translation of \ufb01nancial
statements of the Group\u2019s foreign entities into GBP on consolidation.
Retained losses represent the cumulative retained losses of the Group at the reporting date.
Merger relieve reserve arises from the acquisition of Oncogeni Ltd and Lyramid Pty Ltd whereby the excess of the fair
value of the issued ordinary share capital issued over the nominal value of these shares is transferred to his reserve
in accordance with section 612 of the Companies Act 2006.
All transactions with owners of the parent are recorded separately within equity.
No dividends are proposed for the period.
o) Earnings Per Ordinary Share
The Company presents basic and diluted earnings per share data for its Ordinary Shares.
Basic earnings per Ordinary Share is calculated by dividing the pro\ufb01t or loss attributable to Shareholders by the
weighted average number of Ordinary Shares outstanding during the period.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for
the effects of dilutive potential Ordinary Shares.
p) Employee Bene\ufb01ts
Provision is made for Lyramid Pty Ltd\u2019s liability for employee bene\ufb01ts arising from services rendered by employees
up to the end of the reporting period. In determining the liability, consideration is given to employee wage increases
and the probability that the employee may satisfy vesting requirements.
Short term obligations
Liability for wages and salaries, including non-monetary bene\ufb01ts, annual leave, long service leave and
accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other
payables in respect of employees\u2019 services up to the reporting date and are measured at the amounts expected
to be paid when the liabilities are settled.
Other long-term employee bene\ufb01t obligations
Liability for annual leave and long service leave not expected to be settled within 12 months from the reporting
date is recognised in the provision for employee bene\ufb01ts and measured as the present value of expected future
payments to be made in respect of services provided by employees up to the reporting date, using the projected
unit credit method. Consideration is given to expected future wage and salary levels, of employee departures and
period of service.
Retirement bene\ufb01t obligations
Contributions for retirement bene\ufb01t obligations are recognised as an expense as they become payable. Prepaid
contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payment is
available. Contributions are paid into the fund nominated by the employee.
Employee bene\ufb01ts provision
The liability for employee bene\ufb01ts expected to be settled more than 12 months from the reporting date are
recognised and measured at the present value of the estimated future cash flows to be made in respect of all
employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and
pay increases through promotion and inflation have been taken into account.
q) Leases
Leases are accounted for by recognising a right-of-use asset and a lease liability, except for leases of low value
assets and leases with a duration of 12 months or less, for which the lease cost is expensed in the period to which
it relates.
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at
the present value of the lease payments to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the consolidated entity\u2019s incremental borrowing
rate.
Lease payments comprise of \ufb01xed payments less any lease incentives receivable, variable lease payments that depend
on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase
option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties.
The variable lease payments that do not depend on an index or a rate are expensed in the period in which they
are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying
amounts are remeasured if there is a change in the following: future lease payments arising from a change in an
index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties.
When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to pro\ufb01t
or loss if the carrying amount of the right-of-use asset is fully written down.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives
received, and increased for: lease payments made at or before commencement of the lease; initial direct costs
incurred; and the amount of any provision recognised where the Group is contractually required to dismantle,
remove or restore the leased asset.
For contracts that both convey a right to the Group to use an identi\ufb01ed asset and require services to be provided
to the Group by the lessor, the Group has elected to account for the entire contract as a lease, i.e. it does not
allocate any amount of the contractual payments to, and account separately for, any services provided by the
supplier as part of the contract.
r) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs. After initial recognition, loans are
subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the statement of comprehensive income over the period of the borrowings
using the effective interest method. Fees paid on the establishment of loan facilities are included in the initial
recognition of the loan note.
Borrowings are classi\ufb01ed as current liabilities unless the Group has an unconditional right to defer settlement of
the liability or at least 12 months after the end of the reporting period.
Convertible loan notes classi\ufb01ed as \ufb01nancial liabilities and borrowings are recognised initially at fair value, net of
transaction costs. After initial recognition, loans are subsequently carried at amortised cost. Any difference
between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of
comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the
establishment of loan facilities are included in the initial recognition of the loan note.
Borrowings are classi\ufb01ed as current liabilities unless the Group has an unconditional right to defer settlement of
the liability or at least 12 months after the end of the reporting period.
s) Share-Based Payments
The Company has applied the requirements of IFRS 2 Share-based payments.
The Company issues equity settled share-based payments to the Directors and to third parties for the provision
of services provided for assistance in raising private equity. Equity settled share-based payments are measured
at fair value at the date of grant, or the date of the service provided. The fair value determined at the grant date or
service date of the equity settled share-based payment is recognised as an expense, or recognised against share
premium where the service received relates to assistance in raising equity, with a corresponding credit to the
share-based payment reserve. The fair value determined at the grant date of equity settled share-based payment
is expensed on a straight-line basis over the life of the vesting period, based on the Company\u2019s estimate of shares
that will eventually vest. Once an option or warrant vests, no further adjustment is made to the aggregate
expensed.
The fair value is measured by use of the Black Scholes model as the Directors view this as providing the most
reliable measure of valuation. The expected life used in the model has been adjusted, based on management\u2019s
best estimates, for the effects of non-transferability, exercise restrictions and behavioural considerations. The
market price used in the model is the quoted LSE closing price. The fair value calculated is inherently subjective
and uncertain due to the assumptions made and the limitation of the calculation used.
t) Financial Risk Management Objectives and Policies
The Group does not enter into any forward exchange rate contracts.
The main \ufb01nancial risks arising from the Group\u2019s activities are market risk, interest rate risk, foreign exchange
risk, credit risk, liquidity risk and capital risk management. Further details on the risk disclosures can be found in
Note 22.
u) Signi\ufb01cant Accounting Judgements, Estimates and Assumptions
The preparation of the \ufb01nancial statements in conformity with International Financial Reporting Standards requires
the use of certain critical accounting estimates. It also requires management to exercise its judgement in the
process of applying the Group\u2019s accounting policies.
Estimates and judgements are continually evaluated, and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. The Directors
consider the signi\ufb01cant accounting judgements, estimates and assumptions used within the \ufb01nancial statements
to be:
Impairment of intercompany loans
The Group and the Company assess at each reporting date whether there is any objective evidence that loans to
subsidiaries are impaired. To determine whether there is objective evidence of impairment, a considerable amount
of estimation is required to determine future credit losses over the 12 month period of life time of the loan.
Impairment of intangible assets and goodwill
As at 31 December 2024 the Group has \u00a35,343,505 of intangible assets which relate to \u00a35,061,594 of in-progress
research and development and \u00a3281,911 of goodwill related to the expected tax bene\ufb01ts of the capitalised
amounts. The Group has assessed whether there are any indicators of impairment by estimating the recoverable
amount of each asset or cash-generating unit based on probable future cashflows.
4. Investments in Subsidiaries
The parent company has investments in the following subsidiary undertakings which are unlisted:
| Incorporation | Country of | Registered | | Proportion of | |
| Name | date | incorporation | address | Holding | voting rights | Principal activity |
| Oncogeni Ltd | 29 May 2019 | England | 85 Great Portland Street, | Ordinary | 100% | Biotechnology |
| | | First Floor, London, | shares | | research |
| | | England, W1W 7LT | | | company |
| Lyramid Pty | 1 July 2016 | Australia | Suite 4, | Ordinary | 100% | Biotechnology |
| Ltd | | | 246-250 Railway Parade, | shares | | research |
| | | West Leederville, | | | company |
| | | WA 6007, Australia | | | |
| Tumorkine Pty | 11 March 2022 | Australia | Suite 4, | Ordinary | 100% | Dormant |
| Limited | | | 246-250 Railway Parade, | shares | | |
| | | West Leederville, | | | |
| | | WA 6007, Australia | | | |
5. Directors\u2019 and Employees\u2019 Remuneration
The aggregate remuneration comprised:
| | Group | Group | Company | Company |
| | Year ended | Year ended | Year ended | Year ended |
| | 31 December | 31 December | 31 December | 31 December |
| | 2024 | 2023 | 2024 | 2023 |
| | \u00a3 | \u00a3 | \u00a3 | \u00a3 |
| | | | | |
| | | | | |
| Wages and salaries | 338,440 | 929,019 | 292,047 | 808,135 |
| N.I and other Social Security | 25,031 | 98,363 | 25,031 | 98,363 |
| Pension costs | 26,882 | 54,949 | 19,613 | 43,460 |
| Share-based payments | 7,306 | 5,616 | 7,306 | 5,616 |
| 397,659 | 1,087,947 | 343,997 | 955,574 |
Annual Report & Financial Statements 2024\u200255
Remuneration of Key Management Personnel
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Salaries and short-term employee bene\ufb01ts | 279,546 | 613,000 |
| Long term bene\ufb01ts | \u2013 | \u2013 |
| Post-employment bene\ufb01ts | 16,138 | 41,700 |
| Share based payment charge | 7,306 | 5,616 |
| 302,990 | 660,316 |
Key management personnel has been de\ufb01ned as the directors of Roquefort Therapeutics plc only.
The total remuneration of the highest paid director was \u00a3143,883 (2023: \u00a3305,800), including pension
contributions of \u00a310,675 (2023: \u00a327,800).
Further information about the remuneration of individual directors is provided in the Directors\u2019 Remuneration Report.
Average number of employees during the year (including Directors full time equivalent)
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Continuing operations | 6 | 10 |
At 31 December 2024 the Company had six (6) employees in total which were all Directors.
Lyramid Pty Ltd has one (1) employee engaged in Research & Development.
Oncogeni Ltd has no employees.
6. Revenue
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Licence revenue | \u2013 | 200,000 |
There was no revenue generated in 2024. Revenue in 2023 was fully generated in the UK and represents licencing
revenue for exclusive worldwide use (excluding Japan) for certain Midkine antibodies in the \ufb01eld of medical
diagnostics. Future revenue is subject to the reaching of certain commercial milestones with the initial \u00a3200,000
representing the initial non-refundable deposit. The Company expects the next milestone to be achieved in Q4 of
2025. The total revenue was generated from one customer.
7. Other Comprehensive Income
Items credited/(charged) to the other comprehensive income line of the statement of comprehensive income
relate to the impact of foreign exchange movements on cash and cash equivalents balances. The corresponding
movement is offset against the currency translation reserve in the statement of \ufb01nancial position:
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Opening Balance | 12,680 | (14,365) |
| Foreign exchange impact | 57,251 | 27,045 |
| Closing Balance | 69,931 | 12,680 |
8. Operating Loss
The following items have been charged to the statement of comprehensive income in arriving at the Group\u2019s
operating loss from continuing operations:
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Directors\u2019 and employee costs | 390,353 | 856,333 |
| Legal fees | 45,055 | 28,182 |
| Consulting and professional fees | 116,740 | 217,876 |
| Other expenditure | 379,494 | 396,802 |
| Administrative expenses | 931,642 | 1,499,193 |
| Share based payments to directors and senior management | 10,958 | 10,402 |
| Research and development expenditure | 152,915 | 620,159 |
| Total operating expenditure | 1,095,515 | 2,129,754 |
During the year the Group obtained the following services from its auditor:
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Audit Services | | |
| Statutory audit \u2013 Group and Company | 57,750 | 65,000 |
| Non-audit services | \u2013 | \u2013 |
| | 57,750 | 65,000 |
The Group incurred \u00a352,793 of \ufb01nance charges during the year ended 31 December 2024 (2023: \u00a3nil).
9. Taxation
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Current tax | \u2013 | \u2013 |
| Deferred tax | \u2013 | \u2013 |
| Australian R&D rebate | | |
| 1 | | |
| 119,073 | 151,359 |
| UK R&D rebate | 123,693 | 36,334 |
| Income tax credit | 242,766 | 187,693 |
1
R&D tax rebate receivable represents refundable tax offsets, in cash, from the Australian Taxation Of\ufb01ce (\u201cATO\u201d) in relation to expenditure incurred in the prior year
for eligible research and development activities
Income tax can be reconciled to the loss in the statement of comprehensive income as follows:
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Loss | (1,214,569) | (1,932,233) |
| R&D tax rebate | (242,766) | (151,359) |
| (1,457,335) | (2,083,592) |
| Tax at the corporation rate of 25% | 364,334 | 520,898 |
| Effect of overseas tax rates | \u2013 | \u2013 |
| Expenditure disallowable for taxation | (26,167) | (65,298) |
| Share based payment temporary difference on which | | |
| no deferred tax asset has been recognised | (5,366) | (2,601) |
| Remeasurement of deferred tax for changes in tax rates | \u2013 | 5,678 |
| Tax losses on which no deferred tax asset has been recognised | (332,801) | (458,677) |
| Total tax (charge)/credit | \u2013 | \u2013 |
| UK | \u2013 | \u2013 |
| Overseas | \u2013 | \u2013 |
| Total tax (charge)/credit) | \u2013 | \u2013 |
The Group has accumulated tax losses of approximately \u00a33,812,827 (2023: \u00a33,301,716) that are available, under
current legislation, to be carried forward inde\ufb01nitely against future pro\ufb01ts.
The tax losses can be broken down to the following:
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Australia | (484,621) | (350,039) |
| United Kingdom | (3,328,206) | (2,951,677) |
| Carried forward tax losses | (3,812,827) | (3,301,716) |
A deferred tax asset has not been recognised in respect of these losses due to the uncertainty of future pro\ufb01ts.
The amount of the deferred tax asset not recognised is approximately \u00a31,087,886 (2023: \u00a3837,982).
| Year ended | | Year ended | |
| | 31 December 2024 | | 31 December 2023 | |
| | \u00a3 | | \u00a3 | |
| | UK | AU | UK | AU |
| | | | | |
| Opening balance | (728,319) | (87,510) | (372,176) | (31,285) |
| Tax effect of temporary differences: | | | | |
| Accumulated losses | (268,694) | (33,645) | (392,477) | (56,225) |
| Deductible temporary differences | 30,282 | \u2013 | 36,334 | \u2013 |
| Deferred tax (asset) not recognised | (966,731) | (121,155) | (728,319) | (87,510) |
The Company calculated the UK deferred tax balances at 25% and the Australian deferred tax balances at the
current small company tax rate of 25%, which is expected to continue in future periods.
10. Earnings Per Share
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Loss attributable to equity shareholders | (971,803) | (1,744,540) |
| Weighted average number of ordinary shares | 130,034,227 | 129,149,998 |
| Loss per share in pence | | |
| Basic | (0.75) | (1.35) |
| Diluted | (0.75) | (1.35) |
There is no difference between the diluted loss per share and the basic loss per share presented. Share options
and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation
of diluted earnings per share as they are anti-dilutive for the year presented.
As at the end of the \ufb01nancial period there were 25,620,300 (2023: 23,875,000) warrants in issue.
11. Intangible Assets
| In-progress R&D | Goodwill | Total |
| \u00a3 | \u00a3 | \u00a3 |
| Cost | | | |
| At 1 January 2024 | 5,061,594 | 281,911 | 5,343,505 |
| At 31 December 2024 | 5,061,594 | 281,911 | 5,343,505 |
| Amortisation | | | |
| At 1 January 2024 | \u2013 | \u2013 | \u2013 |
| Amortisation | \u2013 | \u2013 | \u2013 |
| Impairment Charge | \u2013 | \u2013 | \u2013 |
| At 31 December 2024 | \u2013 | \u2013 | \u2013 |
| Carrying value | | | |
| At 31 December 2024 | 5,061,594 | 281,911 | 5,343,505 |
| In-progress R&D | Goodwill | Total |
| \u00a3 | \u00a3 | \u00a3 |
| Cost | | | |
| At 1 January 2023 | 5,061,594 | 281,911 | 5,343,505 |
| At 31 December 2023 | 5,061,594 | 281,911 | 5,343,505 |
| Amortisation | | | |
| At 1 January 2023 | | \u2013 | \u2013 |
| Amortisation | \u2013 | \u2013 | \u2013 |
| Impairment Charge | \u2013 | \u2013 | \u2013 |
| At 31 December 2023 | \u2013 | \u2013 | \u2013 |
| Carrying value | | | |
| At 31 December 2023 | 5,061,594 | 281,911 | 5,343,505 |
The Directors have concluded that there has been no impairment of the goodwill associated with the acquisition of
Lyramid Pty Ltd at 31 December 2024. The Goodwill represents the offsetting balance to the deferred tax liability for the
acquisition of Lyramid Pty Ltd.
At 31 December 2024, the Group performed its annual impairment test in relation to intangible assets not yet available
for use and identi\ufb01ed no indicators of impairment in line with IAS 36 Impairment of Assets, as all acquired in-progress
R&D programs are in active development and progressing as planned. At the test date, it was determined that due to
the ongoing pre-clinical research and development in-progress R&D acquired, there was too much uncertainty to
estimate a value-in-use, based on discounted future cash flows from the assets. The Group estimated fair value less
costs to sell, by referring to market transactions for pre-clinical and clinical oncology drug candidates. Due to the nature
of oncology drug development, the fair value is not considered to be particularly sensitive to any one underlying valuation
assumption other than the ultimate outcome of drug development and commercialisation, which is binary.
Accordingly, the Group has concluded that the estimated recoverable amount of the assets did exceed the carrying
amount and therefore no impairment was identi\ufb01ed.
12. Investments
| | | Shares in |
| Investment | Investment in | subsidiary |
| in Lyramid Pty Ltd | Oncogeni Ltd | undertakings |
| Company | \u00a3 | \u00a3 | \u00a3 |
| Cost at 1 January 2024 | 1,015,695 | 3,859,079 | 4,874,774 |
| Additions | \u2013 | \u2013 | \u2013 |
| Cost at 31 December 2024 | 1,015,695 | 3,859,079 | 4,874,774 |
| Impairment | | | |
| At 1 January 2024 | \u2013 | \u2013 | \u2013 |
| Charge for the period | \u2013 | \u2013 | \u2013 |
| At 31 December 2024 | \u2013 | \u2013 | \u2013 |
| Net book value at 31 December 2024 | 1,015,695 | 3,859,079 | 4,874,774 |
| | | Shares in |
| Investment | Investment in | subsidiary |
| in Lyramid Pty Ltd | Oncogeni Ltd | undertakings |
| Company | \u00a3 | \u00a3 | \u00a3 |
| Cost at 1 January 2023 | 1,015,695 | 3,859,079 | 4,874,774 |
| Additions | \u2013 | \u2013 | \u2013 |
| Cost at 31 December 2023 | 1,015,695 | 3,859,079 | 4,874,774 |
| Impairment | | | |
| At 1 January 2023 | \u2013 | \u2013 | \u2013 |
| Charge for the period | \u2013 | \u2013 | \u2013 |
| At 31 December 2023 | \u2013 | \u2013 | \u2013 |
| Net book value at 31 December 2023 | 1,015,695 | 3,859,079 | 4,874,774 |
The Directors have concluded that there has been no impairment to the investment in Oncogeni Ltd or Lyramid
Pty Ltd at 31 December 2024.
Impairment review disclosures required by IAS36 are included in note 11 to the \ufb01nancial statements.
13. Property, Plant & Equipment
| Group and Company | Equipment | Total |
| Cost | | |
| As at 1 January 2023 | \u2013 | \u2013 |
| Additions | 54,042 | 54,042 |
| Disposals | \u2013 | \u2013 |
| As at 31 December 2023 | 54,042 | 54,042 |
| Additions | \u2013 | \u2013 |
| Disposals | \u2013 | \u2013 |
| As at 31 December 2024 | 54,042 | 54,042 |
| Accumulated depreciation | | |
| As at 1 January 2023 | \u2013 | \u2013 |
| Charge for the period | (3,890) | (3,890) |
| Disposals | \u2013 | \u2013 |
| As at 31 December 2023 | (3,890) | (3,890) |
| Charge for the period | (5,404) | (5,404) |
| Disposals | \u2013 | \u2013 |
| As at 31 December 2024 | (9,294) | (9,294) |
| Net book value | | |
| As at 31 December 2023 | 50,152 | 50,152 |
| As at 31 December 2024 | 44,748 | 44,748 |
As at 31 December 2024 the Group did not have any right to use assets.
14. Trade and Other Receivables
| | Group | Group | Company | Company |
| | 31 December | 31 December | 31 December | 31 December |
| | 2024 | 2023 | 2024 | 2023 |
| \u00a3 | \u00a3 | \u00a3 | \u00a3 |
| | | | | |
| | | | | |
| Other receivables | 14,188 | 105,242 | 7,360 | 95,054 |
| Prepayments and accrued income | 11,192 | 52,347 | 8,539 | 29,934 |
| | 25,380 | 157,589 | 15,899 | 124,988 |
There are no material differences between the fair value of trade and other receivables and their carrying value at
the year end.
No receivables were past due or impaired at the year end.
15. Cash and Cash Equivalents
| | Group | Group | Company | Company |
| | 31 December | 31 December | 31 December | 31 December |
| | 2024 | 2023 | 2024 | 2023 |
| \u00a3 | \u00a3 | \u00a3 | \u00a3 |
| | | | | |
| | | | | |
| Cash at bank and in hand | 337,112 | 537,322 | 326,670 | 301,674 |
The Directors consider the carrying amount of cash and cash equivalents approximates to their fair value.
16. Trade and Other Payables
| | Group | Group | Company | Company |
| | 31 December | 31 December | 31 December | 31 December |
| | 2024 | 2023 | 2024 | 2023 |
| \u00a3 | \u00a3 | \u00a3 | \u00a3 |
| | | | | |
| | | | | |
| Trade creditors | 23,033 | 144,841 | 18,026 | 82,058 |
| Accruals and other creditors | 156,690 | 162,273 | 111,368 | 100,854 |
| 179,723 | 307,114 | 129,394 | 182,912 |
The fair value of trade and other payables approximates their current book values.
17. Borrowings
| | Group | Group | Company | Company |
| | 31 December | 31 December | 31 December | 31 December |
| | 2024 | 2023 | 2024 | 2023 |
| \u00a3 | \u00a3 | \u00a3 | \u00a3 |
| | | | | |
| | | | | |
| Convertible loan note | 400,092 | \u2013 | 400,092 | \u2013 |
| 400,092 | \u2013 | 400,092 | \u2013 |
The Convertible Loan Note (CLN) issued by Roquefort Therapeutics plc involves a principal amount of \u00a3655,000
(\u00a3584,915 after issue discount and fees) with a \ufb01xed interest rate of 12.5% per annum repayable in May 2025.
\u00a344,857 of interest was recorded through the pro\ufb01t and loss in the current year as well as a \u00a352,793 \ufb01nance
charge. The notes are to be redeemed after one year unless converted into ordinary shares at a speci\ufb01ed
conversion price upon a conversion event. The CLN is unsecured and ranks equally with other unsecured
obligations. On 7 November 2024 \u00a3267,106 convertible loan notes were converted resulting in the issue of
6,586,604 new ordinary shares in the Company.
18. Deferred Tax Liabilities
| Group | Company |
| \u00a3 | \u00a3 |
| At 1 January 2023 | 281,911 | \u2013 |
| Additions | \u2013 | \u2013 |
| At 31 December 2023 | 281,911 | \u2013 |
| Additions | \u2013 | \u2013 |
| At 31 December 2024 | 281,911 | \u2013 |
Deferred tax liability is the expected tax implication from the amortisation of the intangible asset acquired as part
of the Lyramid Pty Ltd transaction.
19. Share Capital
| | Issued and fully paid | | |
| Ordinary | Share | Share | |
| Shares | Capital | Premium | Total |
| Group and Company | No. | \u00a3 | \u00a3 | \u00a3 |
| As at 31 December 2023 | 129,149,998 | 1,291,500 | 4,403,094 | 5,694,594 |
| Issue of ordinary shares | | | | |
| 1 | | | | |
| 6,586,604 | 65,866 | 216,699 | 282,565 |
| As at 31 December 2024 | 135,736,602 | 1,357,366 | 4,619,793 | 5,977,159 |
1
Issue of 6,586,604 ordinary shares for the partial conversion of a convertible loan note in the Company
20.\u2002Share Based Payment Reserves
The share-based payments reserve is used to recognise the value of equity-settled share-based payments
provided to employees, including key management personnel and external parties as part of their remuneration.
| 2024 | 2023 |
| Group and Company | \u00a3 | \u00a3 |
| | | |
| Opening balance | 385,537 | 375,135 |
| NED and Advisor warrants issued | | |
| 1 | | |
| 10,958 | 10,402 |
| CLN Broker warrants | | |
| 2 | | |
| 10,505 | \u2013 |
| At 31 December | 407,000 | 385,537 |
1
On 26 June 2022, Ms Jean Duvall, Dr Simon Sinclair and Professor Trevor Jones were awarded 300,000 NED and Advisor warrants each. These warrants entitle the warrant
holder to subscribe for one ordinary share at \u00a30.15 per ordinary share. 50% Warrants are exercisable one year after grant date with the remaining balance exercisable two years
after grant date (April 2024). The expense in 2024 represents the warrants that have vested in the current year.
2
On 23 May 2024 497,800 warrants were issued to various brokers as a fee for the Convertible loan Note issued by the Company. The warrants have an exercise price of 7.5p and
expire 5 years from grant date.
The fair value of the services received in return for the warrants granted are measured by reference to the fair value of
the warrants granted. The estimate of the fair value of the warrants granted is measured based on the Black-Scholes
valuations model. Measurement inputs and assumptions are as follows:
| Number of | Share | Exercise | Expected | Expected | Risk free | Expected |
| Warrant | warrants | Price | Price | volatility | life | rate | dividends |
| Director | 750,000 | \u00a30.05 | \u00a30.05 | 50.00% | 5 | 0.15% | 0.00% |
| Director | 750,000 | \u00a30.05 | \u00a30.10 | 50.00% | 5 | 0.15% | 0.00% |
| Senior Mgt | 4,500,000 | \u00a30.10 | \u00a30.15 | 50.00% | 5 | 0.15% | 0.00% |
| NED and Advisor | 900,000 | \u00a30.08 | \u00a30.15 | 50.00% | 5 | 0.15% | 0.00% |
| CLN Broker warrants | 497,800 | \u00a30.06 | \u00a30.075 | 50.00% | 5 | 3.63% | 0.00% |
| TOTAL | 7,397,800 | | | | | | |
| | Number of | Exercise | |
| Warrants | Warrants | Price | Expiry date |
| As at 1 January 2022 | 34,475,000 | \u00a30.105 | \u2013 |
| Issued on 28 April 2022 | 900,000 | \u00a30.15 | 28 April 2027 |
| At 31 December 2022 | 35,375,000 | \u00a30.106 | |
| Expired during the year | (11,500,000) | \u00a30.102 | 21 March 2023 |
| As at 31 December 2023 | 23,875,000 | \u00a30.109 | |
| Expired during the year | (4,975,000) | \u00a30.095 | |
| Granted during the year | 6,720,300 | \u00a30.075 | 22 May 2027 |
| As at 31 December 2024 | 25,620,300 | \u00a30.103 | |
The weighted average time to expiry of the warrants as at 31 December 2024 4.32 years (2023: 3.99 years). Of the total
number of warrants outstanding at 31 December 2024, 25,620,300 (2023: 23,425,000) had vested and were exercisable
The expected volatility was calculated using the Exponentially Weighted Moving Average Mode. Due to limited trading
history comparable listed peer company information was used.
21. Merger Relief Reserve
Under Companies Act Section 612, Merger relief reserve applies when a company has secured at least a 90%
equity holding in another company in return for an allotment of equity shares in the issuing company. It requires
that section 610 does not apply to the premium on those shares (i.e. no share premium recognised) and instead
a Merger relief reserve is recognised.
| Group and Company | \u00a3 |
| At 31 December 2023 | 3,700,000 |
| Movement during the year | \u2013 |
| At 31 December 2024 | 3,700,000 |
22. Financial Instruments and Risk Management
Capital Risk Management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return
to stakeholders. The overall strategy of the Group is to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity holders of the Group, comprising issued share
capital, reserves and retained earnings as disclosed in the Statement of Changes of Equity.
The Group is exposed to a number of risks through its normal operations, the most signi\ufb01cant of which are interest,
credit, foreign exchange, commodity and liquidity risks. The management of these risks is vested to the Board of
Directors.
The sensitivity has been prepared assuming the liability outstanding was outstanding for the whole period. In all cases
presented, a negative number in pro\ufb01t and loss represents an increase in \ufb01nance expense / decrease in interest income.
Credit Risk
Credit risk is the risk of \ufb01nancial loss to the Group if a customer or counterparty to a \ufb01nancial instrument fails to meet
its contractual obligations and arises principally from the Group\u2019s receivables from customers. Indicators that there is
no reasonable expectation of recovery include, amongst others, failure to make contractual payments for a period of
greater than 120 days past due.
The carrying amount of \ufb01nancial assets represents the maximum credit exposure.
The principal \ufb01nancial assets of the Group are bank balances. The Group deposits surplus liquid funds with counterparty
banks that have high credit ratings, and the Directors consider the credit risk to be minimal.
The Group\u2019s maximum exposure to credit by class of individual \ufb01nancial instrument is shown in the table below:
| Carrying | Maximum |
| value at | exposure at |
| 31 December | 31 December |
| 2024 | 2024 |
| \u00a3 | \u00a3 |
| | | |
| Trade receivables | \u2013 | \u2013 |
| Other receivables | 14,188 | 14,188 |
| Cash and cash equivalents | 337,112 | 337,112 |
| 351,300 | 351,300 |
| Carrying | Maximum |
| value at | exposure at |
| 31 December | 31 December |
| 2023 | 2023 |
| \u00a3 | \u00a3 |
| Trade receivables | \u2013 | \u2013 |
| Other receivables | 105,242 | 105,242 |
| Cash and cash equivalents | 537,322 | 537,322 |
| 642,564 | 642,564 |
Currency Risk
The Group operates in a global market with income and costs possibly arising in a number of currencies and is exposed
to foreign currency risk arising from commercial transactions, translation of assets and liabilities and net investment in
foreign subsidiaries. Exposure to commercial transactions arise from sales or purchases by operating companies in
currencies other than the Group\u2019s functional currency. Currency exposures are reviewed regularly.
The Group has a limited level of exposure to foreign exchange risk through their foreign currency denominated cash
balances and a portion of the Group\u2019s costs being incurred in Australian Dollars. Accordingly, movements in the Sterling
exchange rate against these currencies could have a detrimental effect on the Group\u2019s results and \ufb01nancial condition.
Currency risk is managed by maintaining some cash deposits in currencies other than Sterling.
The table below shows the currency pro\ufb01les of cash and cash equivalents:
| At 31 December | At 31 December |
| 2024 | 2023 |
| Cash and cash equivalents | \u00a3 | \u00a3 |
| | | |
| Sterling | 325,943 | 501,373 |
| Australian Dollars | 10,028 | 34,825 |
| US Dollars | 1,141 | 1,124 |
| | 337,112 | 537,322 |
Liquidity Risk
Liquidity risk is the risk that the Group will encounter dif\ufb01culty in meeting the obligations associated with its \ufb01nancial
liabilities that are settled by delivering cash or another \ufb01nancial asset. The Group\u2019s approach to managing liquidity is to
ensure, as far as possible, that it will have suf\ufb01cient liquidity to meet its liabilities when they are due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation.
The Group seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure that suf\ufb01cient
liquidity is available to meet foreseeable needs and to invest cash assets safely and pro\ufb01tably. The Group deems there
is suf\ufb01cient liquidity for the foreseeable future.
The principal current asset of the business is cash and cash equivalents and is therefore the principal \ufb01nancial
instrument employed by the Group to meet its liquidity requirements. The Board ensures that the business maintains
surplus cash reserves to minimise any liquidity risk.
The \ufb01nancial liabilities of the Group and Company, predominantly trade and other payables, are mostly due within
3 months (2023: 3 months) of the Consolidated Statement of Financial Position date; therefore, the undiscounted amount
payable is the same as their carrying value. Further analysis of commitments is provided in note 24. All other non-
current liabilities are due between 1 to 5 years after the period end. The Group does not have any borrowings or payables
on demand which would increase the risk of the Group not holding suf\ufb01cient reserves for repayment.
The Group had cash and cash equivalents at period end as below:
| At 31 December | At 31 December |
| 2024 | 2023 |
| \u00a3 | \u00a3 |
| | | |
| Cash and cash equivalents | 337,112 | 537,322 |
| 337,112 | 537,322 |
Interest Rate Risk
The Group is exposed to interest rate risk whereby the risk can be a reduction of interest received on cash surpluses
held and an increase in interest on borrowings the Group may have. The maximum exposure to interest rate risk at the
reporting date by class of \ufb01nancial asset was:
| At 31 December | At 31 December |
| 2024 | 2023 |
| \u00a3 | \u00a3 |
| | |
| Bank balances | 337,112 | 537,322 |
| 337,112 | 537,322 |
The Group does not currently earn interest on its cash deposits.
23. Financial Assets and Financial Liabilities
| Group | Financial | Financial | |
| Assets | Liabilities | |
| At amortised | At amortised | |
| 31 December 2024 | Cost | Cost | Total |
| Financial assets/liabilities | \u00a3 | \u00a3 | \u00a3 |
| | | | |
| Trade and other receivables | 14,188 | \u2013 | 14,188 |
| Cash and cash equivalents | 337,112 | \u2013 | 337,112 |
| Trade and other payables | \u2013 | (23,033) | (23,033) |
| Borrowings | \u2013 | (400,092) | (400,092) |
| 351,300 | (423,125) | (71,825) |
| Group | Financial | Financial | |
| Assets | Liabilities | |
| At amortised | At amortised | |
| 31 December 2023 | Cost | Cost | Total |
| Financial assets/liabilities | \u00a3 | \u00a3 | \u00a3 |
| | | | |
| Trade and other receivables | 70,243 | \u2013 | 70,243 |
| Cash and cash equivalents | 537,322 | \u2013 | 537,322 |
| Trade and other payables | \u2013 | (307,114) | (307,114) |
| 607,565 | (307,114) | 300,451 |
| Company | Financial | Financial | |
| Assets | Liabilities | |
| At amortised | At amortised | |
| 31 December 2024 | Cost | Cost | Total |
| Financial assets/liabilities | \u00a3 | \u00a3 | \u00a3 |
| | | | |
| Trade and other receivables | 7,360 | \u2013 | 7,360 |
| Intercompany receivables | 615,409 | \u2013 | 615,409 |
| Cash and cash equivalents | 326,670 | \u2013 | 326,670 |
| Trade and other payables | \u2013 | (18,026) | (18,026) |
| Borrowings | \u2013 | (400,092) | (400,092) |
| 949,439 | (418,118) | 531,321 |
| Company | Financial | Financial | |
| Assets | Liabilities | |
| At amortised | At amortised | |
| 31 December 2023 | Cost | Cost | Total |
| Financial assets/liabilities | \u00a3 | \u00a3 | \u00a3 |
| | | | |
| Trade and other receivables | 95,054 | \u2013 | 95,054 |
| Intercompany receivables | 812,951 | \u2013 | 812,951 |
| Cash and cash equivalents | 301,674 | \u2013 | 301,674 |
| Trade and other payables | \u2013 | (182,912) | (182,912) |
| 1,209,679 | (182,912) | 1,026,767 |
24. Commitments
| At 31 December | At 31 December |
| 2024 | 2023 |
| \u00a3 | \u00a3 |
| | | |
| Committed at the reporting date but not recognised as liabilities, payable: | | |
| Research & Development | \u2013 | 20,619 |
| \u2013 | 20,619 |
25. Contingent Liabilities
The purchase agreement for Lyramid Pty Ltd in December 2021 included an additional contingent deferred consideration
to the Seller to be satis\ufb01ed in the form of Ordinary Shares as follows:
(a) if prior to \ufb01fth anniversary of Admission (on 21 December 2021), the Company\u2019s market capitalisation exceeds
\u00a325,000,000 for a period of 5 or more consecutive trading days the Company shall issue to the Seller (or its
nominee) 5,000,000 Ordinary Shares; and
(b) if prior to \ufb01fth anniversary of Admission (on 21 December 2021) the Company\u2019s market capitalisation exceeds
\u00a350,000,000 for a period of 5 or more consecutive trading days the Company shall issue to the Seller (or its
nominee) a further 5,000,000 Ordinary Share. The fair value of contingent deferred consideration was estimated
to be nil at acquisition, at 31 December 2024 and at 31 December 2023.
As there is inherent uncertainty as to when, and if, the milestone will be achieved the Group has disclosed the amount
as a contingent liability as at year end.
There were no other contingent liabilities at 31 December 2024 or 31 December 2023.
26. Related Party Transactions
In 2024 \u00a330,093 and \u00a311,975 was paid to Tareginald LLP and ROQ Corporate Ltd, companies controlled by CEO Ajan
Reginald and Chairman Stephen West respectively for consulting work (2023: \u00a3nil).
As at 31 December 2024, the Company owed related parties \u00a3nil (2023: \u00a3nil).
27. Post Reporting Date Events
Sale of Lyramid Pty Ltd
On 3 February 2025, Roquefort Therapeutics plc signed a binding share purchase agreement for the sale of its wholly
owned subsidiary, Lyramid Pty Ltd, to Pleiades Pharma Ltd for a total consideration of US$10.8 million. The consideration
consists of equity in Pleiades, along with potential upfront cash payments upon completion of the transaction. The
transaction is subject to certain closing conditions, including Pleiades completing a fundraising round by 30 June 2025.
Lyramid holds the Group's Midkine patents, and the sale is expected to provide Roquefort Therapeutics with a material
equity stake in a well-funded clinical-stage biotech company.
Proposed Sale of Oncogeni Ltd
On 10 March 2025, Roquefort Therapeutics plc signed a non-binding term sheet for the proposed sale of its wholly
owned subsidiary Oncogeni Ltd, to The Nation Trust Holding LLC. The agreed consideration for the transaction is up to
US$12 million, which will be payable through a combination of upfront and milestone payments. The transaction is
subject to \ufb01nalisation of a binding share purchase agreement. Oncogeni holds exclusive rights to the Mesodermal Killer
cell (MK) and STAT-6 siRNA patents.
Fundraise
On 14 March 2025 the Company raised \u00a3236,000 by way of a private placing of 15,733,333 new ordinary shares in the
capital of the Company at a price of 1.5p per share, being a discount of 6.25% to the closing price of 1.6p on 13 March
2025. In addition, the Company received a notice to convert a total face value of \u00a350,000 convertible loan notes resulting
in the issue of 3,507,548 new ordinary shares in the Company.
Board Changes
On 17 March 2025 Ajan Reginald and Prof. Sir Martin Evans resigned as CEO, and Non-Executive Director respectively.
Dr Darrin M Disley OBE was appointed Interim Managing Director on the same date.
28. Ultimate Controlling Party
As at 31 December 2024, there was no ultimate controlling party of the Company.
1. General Information
Roquefort Therapeutics plc, the Group\u2019s ultimate parent company, was incorporated on 17 August 2020 as a public
company limited by shares in England and Wales with company number 12819145 under the Companies Act.
The address of its registered of\ufb01ce is 85 Great Portland Street, First Floor, London W1W 7LT, United Kingdom.
The principal activity of the Company is to develop pre-clinical next generation medicines focused on hard-to-
treat cancers.
The Company listed on the London Stock Exchange (\u201cLSE\u201d) on 22 March 2021.
The consolidated \ufb01nancial statements of the Group have been prepared in accordance with UK adopted
International Accounting Standards as issued by the International Accounting Standards Board (IASB) and
endorsed by the UK Endorsement Board. They have been prepared under the assumption that the Group operates
on a going concern basis.
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"concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity",
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"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"ifrs-full_PrincipalPlaceOfBusiness_E9_CY": {
"value": "United Kingdom",
"dimensions": {
"concept": "ifrs-full:PrincipalPlaceOfBusiness",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"ifrs-full_DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities_E10_CY": {
"value": "The principal activity of the Company is to develop pre-clinical next generation medicines focused on hard-to-treat cancers. ",
"dimensions": {
"concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations_D1213184355_CY": {
"value": "2. New Standards and Interpretations
New and revised accounting standards adopted for the year ended 31 December 2024 did not have any material
impact on the Group\u2019s accounting policies. There are a number of standards, amendments to standards, and
interpretations which have been issued by the IASB that are effective in future accounting periods that the Group
has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2024:
\u2b24 IFRS 16 Leases (Amendment \u2013 Liability in a Sale and Leaseback);
\u2b24 IAS 1 Presentation of Financial Statements (Amendment \u2013 Classi\ufb01cation of Liabilities as Current or Non-current)
with Covenants; and
\u2b24 Amendment to IAS 7 and IFRS 7 - Supplier \ufb01nance.
The following amendments are effective for the period beginning 1 January 2025:
\u2b24 Lack of Exchangeability (Amendments to IAS 21 The effects of changes in foreign exchange rates)
The Group is currently assessing the impact of these new accounting standards and amendments. The Group
does not believe that the amendments to IAS 1 will have a signi\ufb01cant impact on the classi\ufb01cation of its liabilities.
The Group does not expect any other standards issued by the IASB, but not yet effective, to have a material impact
on the Group.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfMaterialAccountingPolicyInformationExplanatory_D1594702744_CY": {
"value": "3. Summary of Signi\ufb01cant Accounting Policies
The principal accounting policies applied in the preparation of these \ufb01nancial statements are set out below. These
policies have been consistently applied to all the period presented, unless otherwise stated.
a) Basis of Preparation
The \ufb01nancial statements of Roquefort Therapeutics plc have been prepared in accordance with UK adopted
International Accounting Standards, and the Companies Act 2006.
The \ufb01nancial statements have been prepared on an accrual basis and under the historical cost convention.
b) Going Concern
The Directors have prepared \ufb01nancial forecasts to estimate the likely cash requirements of the Group over the
period to 30 June 2026, given its stage of development and lack of recurring revenues. In preparing these \ufb01nancial
forecasts, the Directors have made certain assumptions with regards to the timing and amount of future
expenditure over which they have control. The Directors have considered the sensitivity of the \ufb01nancial forecasts
to changes in key assumptions, including, among others, potential cost overruns within committed spend, ability
to raise new funding and changes in exchange rates.
The Group\u2019s available resources are suf\ufb01cient to cover the Group\u2019s plans to complete existing pre-clinical
development activities during 2025, however, they are not suf\ufb01cient to cover existing committed costs and the
costs of planned activities for at least 12 months from the date of signing these consolidated and company
\ufb01nancial statements.
The Directors plan to raise further funds during 2025 through the proceeds of the planned sale of the subsidiaries
(and/or other \ufb01nancing arrangements) and have reasonable expectations that suf\ufb01cient cash will be raised
through the proceeds of the planned sale of the subsidiaries (and/or other \ufb01nancing arrangements) to fund the
planned operations of the Group for a period of at least 12 months from the date of approval of these \ufb01nancial
statements. The funding requirement indicates that a material uncertainty exists which may cast signi\ufb01cant doubt
over the Group\u2019s and Company\u2019s ability to continue as a going concern, and therefore its ability to realise its assets
and discharge its liabilities in the normal course of business.
After due consideration of these forecasts, current cash resources, including the sensitivity of key inputs and
success in raising new funding the Directors consider that the Group will have adequate \ufb01nancial resources to
continue in operational existence for the foreseeable future (being a period of at least 12 months from the date
of this report) and, for this reason, the \ufb01nancial statements have been prepared on a going concern basis. The
\ufb01nancial statements do not include the adjustments that would be required should the going concern basis of
preparation no longer be appropriate.
c) Basis of Consolidation
The Group\u2019s \ufb01nancial statements consolidate those of the parent company and its subsidiaries as of 31 December
2024. Lyramid Pty Ltd and Oncogeni Ltd have reporting dates at 31 December whilst the reporting date of
Tumorkine Pty Ltd is 30 June.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised
gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales
are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective.
Amounts reported in the \ufb01nancial statements of its subsidiary have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group.
Pro\ufb01t or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and
the non-controlling interests based on their respective ownership interests.
d) Revenue From Contracts with Customers
The Group recognises revenue as follows:
Commercialisation and milestone revenue
Commercialisation and milestone revenue generally includes non-refundable upfront license and collaboration
fees; milestone payments, the receipt of which is dependent upon the achievement of certain clinical, regulatory
or commercial milestones; as well as royalties on product sales of licensed products, if and when such
product sales occur; and revenue from the supply of products. Payment is generally due on standard terms of
30 to 60 days.
Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue or deferred
consideration, depending on the nature of arrangement. Amounts expected to be recognised as revenue within
the 12 months following the consolidated balance sheet date are classi\ufb01ed within current liabilities. Amounts not
expected to be recognised as revenue within the 12 months following the consolidated balance sheet date are
classi\ufb01ed within non-current liabilities.
Milestone revenue
The Group applies the \ufb01ve-step method under the standard to measure and recognise milestone revenue.
The receipt of milestone payments is often contingent on meeting certain clinical, regulatory or commercial
targets, and is therefore considered variable consideration. The Group estimates the transaction price of the
contingent milestone using the most likely amount method.
The Group includes in the transaction price some or all of the amount of the contingent milestone only to the
extent that it is highly probable that a signi\ufb01cant reversal in the amount of cumulative revenue recognised will
not occur when the uncertainty associated with the contingent milestone is subsequently resolved.
Milestone payments that are not within the control of the Company, such as regulatory approvals, are not
considered highly probable of being achieved until those approvals are received.
Any changes in the transaction price are allocated to all performance obligations in the contract unless the variable
consideration relates only to one or more, but not all, of the performance obligations.
e) Business Combinations
The Group applies the acquisition method in accounting for business combinations. The consideration transferred
by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition date fair values of assets
transferred, liabilities incurred, and the equity interests issued by the Group, which includes the fair value of any
asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
Assets acquired and liabilities assumed are generally measured at their acquisition date fair values.
f) Foreign Currency Translation
i) Functional and Presentation Currency
The \ufb01nancial statements are presented in Pounds Sterling (GBP), which is the Group\u2019s functional and presentation
currency.
ii) Transactions and Balances
Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange
differences arising on the retranslation of assets and liabilities are recognised immediately in pro\ufb01t or loss.
iii) Foreign operations
In the Group\u2019s \ufb01nancial statements, all assets, liabilities and transactions of Group entities with a functional
currency other than GBP are translated into GBP upon consolidation. The functional currencies of entities within
the Group have remained unchanged during the reporting period.
On consolidation, assets and liabilities have been translated into GBP at the closing rate at the reporting date.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and
liabilities of the foreign entity and translated into GBP at the closing rate on the acquisition date. Income and
expenses have been translated into GBP at the average rate of over the reporting period. Exchange differences
are charged or credited to other comprehensive income and recognised in the currency translation reserve in
equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are
reclassi\ufb01ed to pro\ufb01t or loss and are recognised as part of the gain or loss on disposal.
g) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-makers. The chief operating decision-makers, who are responsible for allocating resources and
assessing performance of the operating segments, has been identi\ufb01ed as the executive Board of Directors.
All operations and information are reviewed together so that at present there is only one reportable operating
segment.
In the opinion of the Directors, during the period the Group operated in the single business segment of
biotechnology.
h) Property, Plant & Equipment
Property, plant and equipment is stated at cost less accumulated depreciation and, where appropriate, less
provisions for impairment.
The initial recognition and subsequent measurement of property, plant and equipment are:
Initial recognition
Property, plant and equipment is initially recognised at acquisition cost, including any costs directly attributable
to bringing the assets to the location and condition necessary for them to be capable of operating. In most
circumstances, the cost will be its purchase cost, together with the cost of delivery.
Subsequent measurement
An asset will only be depreciated once it is ready for use. Depreciation is charged so as to write off the cost of property,
plant and equipment, less its estimated residual value, over the expected useful economic lives of the assets.
Depreciation is charged on a straight-line basis as follows:
\u2b24 Equipment 10 years
The disposal or retirement of an asset is determined by comparing the sales proceeds with the carrying amount.
Any gains or losses are recognised within the Consolidated Statement of Comprehensive Income.
i) Goodwill and Intangible Assets
Goodwill represents the future economic bene\ufb01ts arising from a business combination that are not individually
identi\ufb01ed and separately recognised. Goodwill is carried at cost less accumulated impairment losses. Refer to
Note (j) for a description of impairment testing procedures.
Transactions where the de\ufb01nition of a business combination, per IFRS 3, is not met due to the asset or group of
assets not meeting the de\ufb01nition of a business, or where the concentration test affords the Directors the option
not to treat as a business, are recognised as an asset acquisition. The Group identi\ufb01es and recognises the
individual identi\ufb01able assets acquired and liabilities assumed and allocates the cost of the group of assets and
liabilities (including directly attributable costs of making the acquisition) to the individual identi\ufb01able assets and
liabilities on the basis of their relative fair values at the date of purchase.
Other intangible assets, including licences and patents, that are acquired by the Group and have \ufb01nite useful lives
are measured at cost less accumulated amortisation and any accumulated impairment losses. Refer to Note (j)
for amortisation procedures.
j) Impairment Testing of Goodwill, Other Intangible Assets and Property, Plant and Equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment,
and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are
expected to bene\ufb01t from synergies of a related business combination and represent the lowest level within the
Group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated are tested for impairment at least annually. All other
individual assets or cash-generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset\u2019s (or cash-generating unit\u2019s) carrying amount
exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use.
To determine the value-in-use, management estimates expected future cash flows from each cash-generating
unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data
used for impairment testing procedures are directly linked to the Group\u2019s latest approved budget, adjusted as
necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are
determined individually for each cash-generating unit and reflect current market assessments of the time value
of money and asset-speci\ufb01c risk factors.
Impairment losses for cash-generating units reduce \ufb01rst the carrying amount of any goodwill allocated to that
cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating
unit.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the
straight line method over their estimated useful lives, from the date the assets are available for use and is
recognised in pro\ufb01t or loss. The available for use date is determined as the date from which a product is
commercialised \u2013 this had yet to occur, for all intangible assets, at 31 December 2024 and 2023. Goodwill is not
amortised.
k) Financial Instruments
IFRS 9 requires an entity to address the classi\ufb01cation, measurement and recognition of \ufb01nancial assets and liabilities.
i) Classi\ufb01cation
The Group classi\ufb01es its \ufb01nancial assets in the following measurement categories:
\u2b24 those to be measured at amortised cost.
The classi\ufb01cation depends on the Group\u2019s business model for managing the \ufb01nancial assets and the contractual
terms of the cash flows.
The Group classi\ufb01es \ufb01nancial assets as at amortised cost only if both of the following criteria are met:
\u2b24 the asset is held within a business model whose objective is to collect contractual cash flows; and
\u2b24 the contractual terms give rise to cash flows that are solely payment of principal and interest.
ii) Recognition
Purchases and sales of \ufb01nancial assets are recognised on trade date (that is, the date on which the Group commits
to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the
\ufb01nancial assets have expired or have been transferred and the Group has transferred substantially all the risks
and rewards of ownership.
iii) Measurement
At initial recognition, the Group measures a \ufb01nancial asset at its fair value plus, in the case of a \ufb01nancial asset
not at fair value through pro\ufb01t or loss (FVPL), transaction costs that are directly attributable to the acquisition of
the \ufb01nancial asset.
Transaction costs of \ufb01nancial assets carried at FVPL are expensed in pro\ufb01t or loss.
Receivables
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent
solely payments of principal and interest, are measured at amortised cost. Interest income from these \ufb01nancial
assets is included in \ufb01nance income using the effective interest rate method. Any gain or loss arising on derecognition
is recognised directly in pro\ufb01t or loss and presented in other gains/(losses) together with foreign exchange gains
and losses. Impairment losses are presented as a separate line item in the statement of pro\ufb01t or loss.
iv) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments
carried at amortised cost. For trade receivables, the Group applies the simpli\ufb01ed approach permitted by IFRS 9,
which requires expected lifetime losses to be recognised from initial recognition of the receivables.
l) Taxation
Taxation comprises current and deferred tax.
Current tax is based on taxable pro\ufb01t or loss for the period. Taxable pro\ufb01t or loss differs from pro\ufb01t or loss as
reported in the income statement because it excludes items of income and expense that are taxable or deductible
in other years and it further excludes items that are never taxable or deductible. The asset or liability for current
tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the \ufb01nancial
information and the corresponding tax bases used in the computation of taxable pro\ufb01t and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable pro\ufb01ts will be
available against which deductible temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the
taxable pro\ufb01t nor the accounting pro\ufb01t.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries
and associates, and interests in joint ventures, except where the Group is able to control the reversal of the
temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that suf\ufb01cient taxable pro\ufb01ts will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or
the asset realised. Deferred tax is charged or credited to pro\ufb01t or loss, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
R&D tax rebate receivable represents refundable tax offsets, in cash, from the Australian Taxation Of\ufb01ce in relation
to expenditure incurred in the current year for eligible research and development activities. Research and
development activities are refundable at a rate of 43.5% for each dollar spent, subject to meeting certain eligibility
criteria. Funds are expected to be received subsequent to the lodgement of the income tax return and research
and development tax incentive schedule for the current \ufb01nancial year. The Group recognises a taxation credit, in
the year the cash is received, which generally relates to expenses during the prior period. In future periods (which
will include UK R&D tax credits), once an established pattern of successful claims is recorded, the Group will
consider an accruals basis, recording the tax credit and a receivable in the period the eligible expenditure was
incurred.
m) Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and demand deposits with banks and other \ufb01nancial
institutions, that are readily convertible into known amounts of cash, and which are subject to an insigni\ufb01cant risk
of changes in value.
n) Equity, Reserves and Dividend Payments
Share capital represents the nominal (par) value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs directly associated
with the issuing of shares are deducted from share premium, net of any related income tax bene\ufb01ts.
Share based payments represents the value of equity settled share-based payments provided to employees, including
key management personnel, and third parties for services provided.
Translation reserve comprises foreign currency translation differences arising from the translation of \ufb01nancial
statements of the Group\u2019s foreign entities into GBP on consolidation.
Retained losses represent the cumulative retained losses of the Group at the reporting date.
Merger relieve reserve arises from the acquisition of Oncogeni Ltd and Lyramid Pty Ltd whereby the excess of the fair
value of the issued ordinary share capital issued over the nominal value of these shares is transferred to his reserve
in accordance with section 612 of the Companies Act 2006.
All transactions with owners of the parent are recorded separately within equity.
No dividends are proposed for the period.
o) Earnings Per Ordinary Share
The Company presents basic and diluted earnings per share data for its Ordinary Shares.
Basic earnings per Ordinary Share is calculated by dividing the pro\ufb01t or loss attributable to Shareholders by the
weighted average number of Ordinary Shares outstanding during the period.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for
the effects of dilutive potential Ordinary Shares.
p) Employee Bene\ufb01ts
Provision is made for Lyramid Pty Ltd\u2019s liability for employee bene\ufb01ts arising from services rendered by employees
up to the end of the reporting period. In determining the liability, consideration is given to employee wage increases
and the probability that the employee may satisfy vesting requirements.
Short term obligations
Liability for wages and salaries, including non-monetary bene\ufb01ts, annual leave, long service leave and
accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other
payables in respect of employees\u2019 services up to the reporting date and are measured at the amounts expected
to be paid when the liabilities are settled.
Other long-term employee bene\ufb01t obligations
Liability for annual leave and long service leave not expected to be settled within 12 months from the reporting
date is recognised in the provision for employee bene\ufb01ts and measured as the present value of expected future
payments to be made in respect of services provided by employees up to the reporting date, using the projected
unit credit method. Consideration is given to expected future wage and salary levels, of employee departures and
period of service.
Retirement bene\ufb01t obligations
Contributions for retirement bene\ufb01t obligations are recognised as an expense as they become payable. Prepaid
contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payment is
available. Contributions are paid into the fund nominated by the employee.
Employee bene\ufb01ts provision
The liability for employee bene\ufb01ts expected to be settled more than 12 months from the reporting date are
recognised and measured at the present value of the estimated future cash flows to be made in respect of all
employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and
pay increases through promotion and inflation have been taken into account.
q) Leases
Leases are accounted for by recognising a right-of-use asset and a lease liability, except for leases of low value
assets and leases with a duration of 12 months or less, for which the lease cost is expensed in the period to which
it relates.
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at
the present value of the lease payments to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the consolidated entity\u2019s incremental borrowing
rate.
Lease payments comprise of \ufb01xed payments less any lease incentives receivable, variable lease payments that depend
on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase
option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties.
The variable lease payments that do not depend on an index or a rate are expensed in the period in which they
are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying
amounts are remeasured if there is a change in the following: future lease payments arising from a change in an
index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties.
When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to pro\ufb01t
or loss if the carrying amount of the right-of-use asset is fully written down.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives
received, and increased for: lease payments made at or before commencement of the lease; initial direct costs
incurred; and the amount of any provision recognised where the Group is contractually required to dismantle,
remove or restore the leased asset.
For contracts that both convey a right to the Group to use an identi\ufb01ed asset and require services to be provided
to the Group by the lessor, the Group has elected to account for the entire contract as a lease, i.e. it does not
allocate any amount of the contractual payments to, and account separately for, any services provided by the
supplier as part of the contract.
r) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs. After initial recognition, loans are
subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the statement of comprehensive income over the period of the borrowings
using the effective interest method. Fees paid on the establishment of loan facilities are included in the initial
recognition of the loan note.
Borrowings are classi\ufb01ed as current liabilities unless the Group has an unconditional right to defer settlement of
the liability or at least 12 months after the end of the reporting period.
Convertible loan notes classi\ufb01ed as \ufb01nancial liabilities and borrowings are recognised initially at fair value, net of
transaction costs. After initial recognition, loans are subsequently carried at amortised cost. Any difference
between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of
comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the
establishment of loan facilities are included in the initial recognition of the loan note.
Borrowings are classi\ufb01ed as current liabilities unless the Group has an unconditional right to defer settlement of
the liability or at least 12 months after the end of the reporting period.
s) Share-Based Payments
The Company has applied the requirements of IFRS 2 Share-based payments.
The Company issues equity settled share-based payments to the Directors and to third parties for the provision
of services provided for assistance in raising private equity. Equity settled share-based payments are measured
at fair value at the date of grant, or the date of the service provided. The fair value determined at the grant date or
service date of the equity settled share-based payment is recognised as an expense, or recognised against share
premium where the service received relates to assistance in raising equity, with a corresponding credit to the
share-based payment reserve. The fair value determined at the grant date of equity settled share-based payment
is expensed on a straight-line basis over the life of the vesting period, based on the Company\u2019s estimate of shares
that will eventually vest. Once an option or warrant vests, no further adjustment is made to the aggregate
expensed.
The fair value is measured by use of the Black Scholes model as the Directors view this as providing the most
reliable measure of valuation. The expected life used in the model has been adjusted, based on management\u2019s
best estimates, for the effects of non-transferability, exercise restrictions and behavioural considerations. The
market price used in the model is the quoted LSE closing price. The fair value calculated is inherently subjective
and uncertain due to the assumptions made and the limitation of the calculation used.
t) Financial Risk Management Objectives and Policies
The Group does not enter into any forward exchange rate contracts.
The main \ufb01nancial risks arising from the Group\u2019s activities are market risk, interest rate risk, foreign exchange
risk, credit risk, liquidity risk and capital risk management. Further details on the risk disclosures can be found in
Note 22.
u) Signi\ufb01cant Accounting Judgements, Estimates and Assumptions
The preparation of the \ufb01nancial statements in conformity with International Financial Reporting Standards requires
the use of certain critical accounting estimates. It also requires management to exercise its judgement in the
process of applying the Group\u2019s accounting policies.
Estimates and judgements are continually evaluated, and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. The Directors
consider the signi\ufb01cant accounting judgements, estimates and assumptions used within the \ufb01nancial statements
to be:
Impairment of intercompany loans
The Group and the Company assess at each reporting date whether there is any objective evidence that loans to
subsidiaries are impaired. To determine whether there is objective evidence of impairment, a considerable amount
of estimation is required to determine future credit losses over the 12 month period of life time of the loan.
Impairment of intangible assets and goodwill
As at 31 December 2024 the Group has \u00a35,343,505 of intangible assets which relate to \u00a35,061,594 of in-progress
research and development and \u00a3281,911 of goodwill related to the expected tax bene\ufb01ts of the capitalised
amounts. The Group has assessed whether there are any indicators of impairment by estimating the recoverable
amount of each asset or cash-generating unit based on probable future cashflows.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory_D1594064372_CY": {
"value": "a) Basis of Preparation
The \ufb01nancial statements of Roquefort Therapeutics plc have been prepared in accordance with UK adopted
International Accounting Standards, and the Companies Act 2006.
The \ufb01nancial statements have been prepared on an accrual basis and under the historical cost convention.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfGoingConcernExplanatory_D154130821_CY": {
"value": "b) Going Concern
The Directors have prepared \ufb01nancial forecasts to estimate the likely cash requirements of the Group over the
period to 30 June 2026, given its stage of development and lack of recurring revenues. In preparing these \ufb01nancial
forecasts, the Directors have made certain assumptions with regards to the timing and amount of future
expenditure over which they have control. The Directors have considered the sensitivity of the \ufb01nancial forecasts
to changes in key assumptions, including, among others, potential cost overruns within committed spend, ability
to raise new funding and changes in exchange rates.
The Group\u2019s available resources are suf\ufb01cient to cover the Group\u2019s plans to complete existing pre-clinical
development activities during 2025, however, they are not suf\ufb01cient to cover existing committed costs and the
costs of planned activities for at least 12 months from the date of signing these consolidated and company
\ufb01nancial statements.
The Directors plan to raise further funds during 2025 through the proceeds of the planned sale of the subsidiaries
(and/or other \ufb01nancing arrangements) and have reasonable expectations that suf\ufb01cient cash will be raised
through the proceeds of the planned sale of the subsidiaries (and/or other \ufb01nancing arrangements) to fund the
planned operations of the Group for a period of at least 12 months from the date of approval of these \ufb01nancial
statements. The funding requirement indicates that a material uncertainty exists which may cast signi\ufb01cant doubt
over the Group\u2019s and Company\u2019s ability to continue as a going concern, and therefore its ability to realise its assets
and discharge its liabilities in the normal course of business.
After due consideration of these forecasts, current cash resources, including the sensitivity of key inputs and
success in raising new funding the Directors consider that the Group will have adequate \ufb01nancial resources to
continue in operational existence for the foreseeable future (being a period of at least 12 months from the date
of this report) and, for this reason, the \ufb01nancial statements have been prepared on a going concern basis. The
\ufb01nancial statements do not include the adjustments that would be required should the going concern basis of
preparation no longer be appropriate.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoingConcernExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfBasisOfConsolidationExplanatory_D442356767_CY": {
"value": "c) Basis of Consolidation
The Group\u2019s \ufb01nancial statements consolidate those of the parent company and its subsidiaries as of 31 December
2024. Lyramid Pty Ltd and Oncogeni Ltd have reporting dates at 31 December whilst the reporting date of
Tumorkine Pty Ltd is 30 June.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised
gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales
are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective.
Amounts reported in the \ufb01nancial statements of its subsidiary have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group.
Pro\ufb01t or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and
the non-controlling interests based on their respective ownership interests.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForRecognitionOfRevenue_D1412211537_CY": {
"value": "d) Revenue From Contracts with Customers
The Group recognises revenue as follows:
Commercialisation and milestone revenue
Commercialisation and milestone revenue generally includes non-refundable upfront license and collaboration
fees; milestone payments, the receipt of which is dependent upon the achievement of certain clinical, regulatory
or commercial milestones; as well as royalties on product sales of licensed products, if and when such
product sales occur; and revenue from the supply of products. Payment is generally due on standard terms of
30 to 60 days.
Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue or deferred
consideration, depending on the nature of arrangement. Amounts expected to be recognised as revenue within
the 12 months following the consolidated balance sheet date are classi\ufb01ed within current liabilities. Amounts not
expected to be recognised as revenue within the 12 months following the consolidated balance sheet date are
classi\ufb01ed within non-current liabilities.
Milestone revenue
The Group applies the \ufb01ve-step method under the standard to measure and recognise milestone revenue.
The receipt of milestone payments is often contingent on meeting certain clinical, regulatory or commercial
targets, and is therefore considered variable consideration. The Group estimates the transaction price of the
contingent milestone using the most likely amount method.
The Group includes in the transaction price some or all of the amount of the contingent milestone only to the
extent that it is highly probable that a signi\ufb01cant reversal in the amount of cumulative revenue recognised will
not occur when the uncertainty associated with the contingent milestone is subsequently resolved.
Milestone payments that are not within the control of the Company, such as regulatory approvals, are not
considered highly probable of being achieved until those approvals are received.
Any changes in the transaction price are allocated to all performance obligations in the contract unless the variable
consideration relates only to one or more, but not all, of the performance obligations.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory_D768104309_CY": {
"value": "e) Business Combinations
The Group applies the acquisition method in accounting for business combinations. The consideration transferred
by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition date fair values of assets
transferred, liabilities incurred, and the equity interests issued by the Group, which includes the fair value of any
asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.
Assets acquired and liabilities assumed are generally measured at their acquisition date fair values.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory_D1288214538_CY": {
"value": "f) Foreign Currency Translation
ii) Transactions and Balances
Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange
differences arising on the retranslation of assets and liabilities are recognised immediately in pro\ufb01t or loss.
iii) Foreign operations
In the Group\u2019s \ufb01nancial statements, all assets, liabilities and transactions of Group entities with a functional
currency other than GBP are translated into GBP upon consolidation. The functional currencies of entities within
the Group have remained unchanged during the reporting period.
On consolidation, assets and liabilities have been translated into GBP at the closing rate at the reporting date.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and
liabilities of the foreign entity and translated into GBP at the closing rate on the acquisition date. Income and
expenses have been translated into GBP at the average rate of over the reporting period. Exchange differences
are charged or credited to other comprehensive income and recognised in the currency translation reserve in
equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are
reclassi\ufb01ed to pro\ufb01t or loss and are recognised as part of the gain or loss on disposal.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory_D752596927_CY": {
"value": "i) Functional and Presentation Currency
The \ufb01nancial statements are presented in Pounds Sterling (GBP), which is the Group\u2019s functional and presentation
currency.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEntitysReportableSegmentsExplanatory_D1001520997_CY": {
"value": "g) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-makers. The chief operating decision-makers, who are responsible for allocating resources and
assessing performance of the operating segments, has been identi\ufb01ed as the executive Board of Directors.
All operations and information are reviewed together so that at present there is only one reportable operating
segment.
In the opinion of the Directors, during the period the Group operated in the single business segment of
biotechnology.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory_D1258851244_CY": {
"value": "h) Property, Plant & Equipment
Property, plant and equipment is stated at cost less accumulated depreciation and, where appropriate, less
provisions for impairment.
The initial recognition and subsequent measurement of property, plant and equipment are:
Initial recognition
Property, plant and equipment is initially recognised at acquisition cost, including any costs directly attributable
to bringing the assets to the location and condition necessary for them to be capable of operating. In most
circumstances, the cost will be its purchase cost, together with the cost of delivery.
Subsequent measurement
An asset will only be depreciated once it is ready for use. Depreciation is charged so as to write off the cost of property,
plant and equipment, less its estimated residual value, over the expected useful economic lives of the assets.
Depreciation is charged on a straight-line basis as follows:
\u2b24 Equipment 10 years
The disposal or retirement of an asset is determined by comparing the sales proceeds with the carrying amount.
Any gains or losses are recognised within the Consolidated Statement of Comprehensive Income.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory_D788624894_CY": {
"value": "i) Goodwill and Intangible Assets
Goodwill represents the future economic bene\ufb01ts arising from a business combination that are not individually
identi\ufb01ed and separately recognised. Goodwill is carried at cost less accumulated impairment losses. Refer to
Note (j) for a description of impairment testing procedures.
Transactions where the de\ufb01nition of a business combination, per IFRS 3, is not met due to the asset or group of
assets not meeting the de\ufb01nition of a business, or where the concentration test affords the Directors the option
not to treat as a business, are recognised as an asset acquisition. The Group identi\ufb01es and recognises the
individual identi\ufb01able assets acquired and liabilities assumed and allocates the cost of the group of assets and
liabilities (including directly attributable costs of making the acquisition) to the individual identi\ufb01able assets and
liabilities on the basis of their relative fair values at the date of purchase.
Other intangible assets, including licences and patents, that are acquired by the Group and have \ufb01nite useful lives
are measured at cost less accumulated amortisation and any accumulated impairment losses. Refer to Note (j)
for amortisation procedures.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory_E51_CY": {
"value": "j) Impairment Testing of Goodwill, Other Intangible Assets and Property, Plant and Equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment,
and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are
expected to bene\ufb01t from synergies of a related business combination and represent the lowest level within the
Group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated are tested for impairment at least annually. All other
individual assets or cash-generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset\u2019s (or cash-generating unit\u2019s) carrying amount
exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use.
To determine the value-in-use, management estimates expected future cash flows from each cash-generating
unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data
used for impairment testing procedures are directly linked to the Group\u2019s latest approved budget, adjusted as
necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are
determined individually for each cash-generating unit and reflect current market assessments of the time value
of money and asset-speci\ufb01c risk factors.
Impairment losses for cash-generating units reduce \ufb01rst the carrying amount of any goodwill allocated to that
cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating
unit.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the
straight line method over their estimated useful lives, from the date the assets are available for use and is
recognised in pro\ufb01t or loss. The available for use date is determined as the date from which a product is
commercialised \u2013 this had yet to occur, for all intangible assets, at 31 December 2024 and 2023. Goodwill is not
amortised.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory_D1730917194_CY": {
"value": "k) Financial Instruments
IFRS 9 requires an entity to address the classi\ufb01cation, measurement and recognition of \ufb01nancial assets and liabilities.
i) Classi\ufb01cation
The Group classi\ufb01es its \ufb01nancial assets in the following measurement categories:
\u2b24 those to be measured at amortised cost.
The classi\ufb01cation depends on the Group\u2019s business model for managing the \ufb01nancial assets and the contractual
terms of the cash flows.
The Group classi\ufb01es \ufb01nancial assets as at amortised cost only if both of the following criteria are met:
\u2b24 the asset is held within a business model whose objective is to collect contractual cash flows; and
\u2b24 the contractual terms give rise to cash flows that are solely payment of principal and interest.
ii) Recognition
Purchases and sales of \ufb01nancial assets are recognised on trade date (that is, the date on which the Group commits
to purchase or sell the asset). Financial assets are derecognised when the rights to receive cash flows from the
\ufb01nancial assets have expired or have been transferred and the Group has transferred substantially all the risks
and rewards of ownership.
iii) Measurement
At initial recognition, the Group measures a \ufb01nancial asset at its fair value plus, in the case of a \ufb01nancial asset
not at fair value through pro\ufb01t or loss (FVPL), transaction costs that are directly attributable to the acquisition of
the \ufb01nancial asset.
Transaction costs of \ufb01nancial assets carried at FVPL are expensed in pro\ufb01t or loss.
Receivables
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash flows represent
solely payments of principal and interest, are measured at amortised cost. Interest income from these \ufb01nancial
assets is included in \ufb01nance income using the effective interest rate method. Any gain or loss arising on derecognition
is recognised directly in pro\ufb01t or loss and presented in other gains/(losses) together with foreign exchange gains
and losses. Impairment losses are presented as a separate line item in the statement of pro\ufb01t or loss.
iv) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments
carried at amortised cost. For trade receivables, the Group applies the simpli\ufb01ed approach permitted by IFRS 9,
which requires expected lifetime losses to be recognised from initial recognition of the receivables.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory_D1168994346_CY": {
"value": "iv) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with any debt instruments
carried at amortised cost. For trade receivables, the Group applies the simpli\ufb01ed approach permitted by IFRS 9,
which requires expected lifetime losses to be recognised from initial recognition of the receivables.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForIncomeTaxExplanatory_D355493880_CY": {
"value": "l) Taxation
Taxation comprises current and deferred tax.
Current tax is based on taxable pro\ufb01t or loss for the period. Taxable pro\ufb01t or loss differs from pro\ufb01t or loss as
reported in the income statement because it excludes items of income and expense that are taxable or deductible
in other years and it further excludes items that are never taxable or deductible. The asset or liability for current
tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the \ufb01nancial
information and the corresponding tax bases used in the computation of taxable pro\ufb01t and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable pro\ufb01ts will be
available against which deductible temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the
taxable pro\ufb01t nor the accounting pro\ufb01t.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries
and associates, and interests in joint ventures, except where the Group is able to control the reversal of the
temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that suf\ufb01cient taxable pro\ufb01ts will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or
the asset realised. Deferred tax is charged or credited to pro\ufb01t or loss, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
R&D tax rebate receivable represents refundable tax offsets, in cash, from the Australian Taxation Of\ufb01ce in relation
to expenditure incurred in the current year for eligible research and development activities. Research and
development activities are refundable at a rate of 43.5% for each dollar spent, subject to meeting certain eligibility
criteria. Funds are expected to be received subsequent to the lodgement of the income tax return and research
and development tax incentive schedule for the current \ufb01nancial year. The Group recognises a taxation credit, in
the year the cash is received, which generally relates to expenses during the prior period. In future periods (which
will include UK R&D tax credits), once an established pattern of successful claims is recorded, the Group will
consider an accruals basis, recording the tax credit and a receivable in the period the eligible expenditure was
incurred.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory_D732421310_CY": {
"value": "Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the \ufb01nancial
information and the corresponding tax bases used in the computation of taxable pro\ufb01t and is accounted for using
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable pro\ufb01ts will be
available against which deductible temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the
taxable pro\ufb01t nor the accounting pro\ufb01t.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries
and associates, and interests in joint ventures, except where the Group is able to control the reversal of the
temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that suf\ufb01cient taxable pro\ufb01ts will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or
the asset realised. Deferred tax is charged or credited to pro\ufb01t or loss, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the
Group intends to settle its current tax assets and liabilities on a net basis.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents_D23110169_CY": {
"value": "m) Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand and demand deposits with banks and other \ufb01nancial
institutions, that are readily convertible into known amounts of cash, and which are subject to an insigni\ufb01cant risk
of changes in value.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfReservesAndOtherEquityInterestExplanatory_D887669469_CY": {
"value": "n) Equity, Reserves and Dividend Payments
Share capital represents the nominal (par) value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any transaction costs directly associated
with the issuing of shares are deducted from share premium, net of any related income tax bene\ufb01ts.
Share based payments represents the value of equity settled share-based payments provided to employees, including
key management personnel, and third parties for services provided.
Translation reserve comprises foreign currency translation differences arising from the translation of \ufb01nancial
statements of the Group\u2019s foreign entities into GBP on consolidation.
Retained losses represent the cumulative retained losses of the Group at the reporting date.
Merger relieve reserve arises from the acquisition of Oncogeni Ltd and Lyramid Pty Ltd whereby the excess of the fair
value of the issued ordinary share capital issued over the nominal value of these shares is transferred to his reserve
in accordance with section 612 of the Companies Act 2006.
All transactions with owners of the parent are recorded separately within equity.
No dividends are proposed for the period.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForEarningsPerShareExplanatory_D712294962_CY": {
"value": "o) Earnings Per Ordinary Share
The Company presents basic and diluted earnings per share data for its Ordinary Shares.
Basic earnings per Ordinary Share is calculated by dividing the pro\ufb01t or loss attributable to Shareholders by the
weighted average number of Ordinary Shares outstanding during the period.
Diluted earnings per Ordinary Share is calculated by adjusting the earnings and number of Ordinary Shares for
the effects of dilutive potential Ordinary Shares.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory_D1375232529_CY": {
"value": "p) Employee Bene\ufb01ts
Provision is made for Lyramid Pty Ltd\u2019s liability for employee bene\ufb01ts arising from services rendered by employees
up to the end of the reporting period. In determining the liability, consideration is given to employee wage increases
and the probability that the employee may satisfy vesting requirements.
Short term obligations
Liability for wages and salaries, including non-monetary bene\ufb01ts, annual leave, long service leave and
accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other
payables in respect of employees\u2019 services up to the reporting date and are measured at the amounts expected
to be paid when the liabilities are settled.
Other long-term employee bene\ufb01t obligations
Liability for annual leave and long service leave not expected to be settled within 12 months from the reporting
date is recognised in the provision for employee bene\ufb01ts and measured as the present value of expected future
payments to be made in respect of services provided by employees up to the reporting date, using the projected
unit credit method. Consideration is given to expected future wage and salary levels, of employee departures and
period of service.
Retirement bene\ufb01t obligations
Contributions for retirement bene\ufb01t obligations are recognised as an expense as they become payable. Prepaid
contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payment is
available. Contributions are paid into the fund nominated by the employee.
Employee bene\ufb01ts provision
The liability for employee bene\ufb01ts expected to be settled more than 12 months from the reporting date are
recognised and measured at the present value of the estimated future cash flows to be made in respect of all
employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and
pay increases through promotion and inflation have been taken into account.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForLeasesExplanatory_D2000816613_CY": {
"value": "q) Leases
Leases are accounted for by recognising a right-of-use asset and a lease liability, except for leases of low value
assets and leases with a duration of 12 months or less, for which the lease cost is expensed in the period to which
it relates.
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at
the present value of the lease payments to be made over the term of the lease, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the consolidated entity\u2019s incremental borrowing
rate.
Lease payments comprise of \ufb01xed payments less any lease incentives receivable, variable lease payments that depend
on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase
option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties.
The variable lease payments that do not depend on an index or a rate are expensed in the period in which they
are incurred. Lease liabilities are measured at amortised cost using the effective interest method. The carrying
amounts are remeasured if there is a change in the following: future lease payments arising from a change in an
index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties.
When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to pro\ufb01t
or loss if the carrying amount of the right-of-use asset is fully written down.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives
received, and increased for: lease payments made at or before commencement of the lease; initial direct costs
incurred; and the amount of any provision recognised where the Group is contractually required to dismantle,
remove or restore the leased asset.
For contracts that both convey a right to the Group to use an identi\ufb01ed asset and require services to be provided
to the Group by the lessor, the Group has elected to account for the entire contract as a lease, i.e. it does not
allocate any amount of the contractual payments to, and account separately for, any services provided by the
supplier as part of the contract.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForBorrowingsExplanatory_D1406385372_CY": {
"value": "r) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs. After initial recognition, loans are
subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the statement of comprehensive income over the period of the borrowings
using the effective interest method. Fees paid on the establishment of loan facilities are included in the initial
recognition of the loan note.
Borrowings are classi\ufb01ed as current liabilities unless the Group has an unconditional right to defer settlement of
the liability or at least 12 months after the end of the reporting period.
Convertible loan notes classi\ufb01ed as \ufb01nancial liabilities and borrowings are recognised initially at fair value, net of
transaction costs. After initial recognition, loans are subsequently carried at amortised cost. Any difference
between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of
comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the
establishment of loan facilities are included in the initial recognition of the loan note.
Borrowings are classi\ufb01ed as current liabilities unless the Group has an unconditional right to defer settlement of
the liability or at least 12 months after the end of the reporting period.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory_D298568116_CY": {
"value": "s) Share-Based Payments
The Company has applied the requirements of IFRS 2 Share-based payments.
The Company issues equity settled share-based payments to the Directors and to third parties for the provision
of services provided for assistance in raising private equity. Equity settled share-based payments are measured
at fair value at the date of grant, or the date of the service provided. The fair value determined at the grant date or
service date of the equity settled share-based payment is recognised as an expense, or recognised against share
premium where the service received relates to assistance in raising equity, with a corresponding credit to the
share-based payment reserve. The fair value determined at the grant date of equity settled share-based payment
is expensed on a straight-line basis over the life of the vesting period, based on the Company\u2019s estimate of shares
that will eventually vest. Once an option or warrant vests, no further adjustment is made to the aggregate
expensed.
The fair value is measured by use of the Black Scholes model as the Directors view this as providing the most
reliable measure of valuation. The expected life used in the model has been adjusted, based on management\u2019s
best estimates, for the effects of non-transferability, exercise restrictions and behavioural considerations. The
market price used in the model is the quoted LSE closing price. The fair value calculated is inherently subjective
and uncertain due to the assumptions made and the limitation of the calculation used.
",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_roq_DescriptionOfAccountingPolicyForFinancialRiskManagementObjectivesAndPoliciesExplanatory_D398655676_CY": {
"value": "t) Financial Risk Management Objectives and Policies
The Group does not enter into any forward exchange rate contracts.
The main \ufb01nancial risks arising from the Group\u2019s activities are market risk, interest rate risk, foreign exchange
risk, credit risk, liquidity risk and capital risk management. Further details on the risk disclosures can be found in
Note 22.
",
"dimensions": {
"concept": "roq:DescriptionOfAccountingPolicyForFinancialRiskManagementObjectivesAndPoliciesExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfAccountingJudgementsAndEstimatesExplanatory_D1598532250_CY": {
"value": "u) Signi\ufb01cant Accounting Judgements, Estimates and Assumptions
The preparation of the \ufb01nancial statements in conformity with International Financial Reporting Standards requires
the use of certain critical accounting estimates. It also requires management to exercise its judgement in the
process of applying the Group\u2019s accounting policies.
Estimates and judgements are continually evaluated, and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. The Directors
consider the signi\ufb01cant accounting judgements, estimates and assumptions used within the \ufb01nancial statements
to be:
Impairment of intercompany loans
The Group and the Company assess at each reporting date whether there is any objective evidence that loans to
subsidiaries are impaired. To determine whether there is objective evidence of impairment, a considerable amount
of estimation is required to determine future credit losses over the 12 month period of life time of the loan.
Impairment of intangible assets and goodwill
As at 31 December 2024 the Group has \u00a35,343,505 of intangible assets which relate to \u00a35,061,594 of in-progress
research and development and \u00a3281,911 of goodwill related to the expected tax bene\ufb01ts of the capitalised
amounts. The Group has assessed whether there are any indicators of impairment by estimating the recoverable
amount of each asset or cash-generating unit based on probable future cashflows.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory_D13135548_CY": {
"value": "4. Investments in Subsidiaries
The parent company has investments in the following subsidiary undertakings which are unlisted:
| Incorporation | Country of | Registered | | Proportion of | |
| Name | date | incorporation | address | Holding | voting rights | Principal activity |
| Oncogeni Ltd | 29 May 2019 | England | 85 Great Portland Street, | Ordinary | 100% | Biotechnology |
| | | First Floor, London, | shares | | research |
| | | England, W1W 7LT | | | company |
| Lyramid Pty | 1 July 2016 | Australia | Suite 4, | Ordinary | 100% | Biotechnology |
| Ltd | | | 246-250 Railway Parade, | shares | | research |
| | | West Leederville, | | | company |
| | | WA 6007, Australia | | | |
| Tumorkine Pty | 11 March 2022 | Australia | Suite 4, | Ordinary | 100% | Dormant |
| Limited | | | 246-250 Railway Parade, | shares | | |
| | | West Leederville, | | | |
| | | WA 6007, Australia | | | |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEmployeeBenefitsExplanatory_D758039127_CY": {
"value": "5. Directors\u2019 and Employees\u2019 Remuneration
The aggregate remuneration comprised:
| | Group | Group | Company | Company |
| | Year ended | Year ended | Year ended | Year ended |
| | 31 December | 31 December | 31 December | 31 December |
| | 2024 | 2023 | 2024 | 2023 |
| | \u00a3 | \u00a3 | \u00a3 | \u00a3 |
| | | | | |
| | | | | |
| Wages and salaries | 338,440 | 929,019 | 292,047 | 808,135 |
| N.I and other Social Security | 25,031 | 98,363 | 25,031 | 98,363 |
| Pension costs | 26,882 | 54,949 | 19,613 | 43,460 |
| Share-based payments | 7,306 | 5,616 | 7,306 | 5,616 |
| 397,659 | 1,087,947 | 343,997 | 955,574 |
Remuneration of Key Management Personnel
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Salaries and short-term employee bene\ufb01ts | 279,546 | 613,000 |
| Long term bene\ufb01ts | \u2013 | \u2013 |
| Post-employment bene\ufb01ts | 16,138 | 41,700 |
| Share based payment charge | 7,306 | 5,616 |
| 302,990 | 660,316 |
Key management personnel has been de\ufb01ned as the directors of Roquefort Therapeutics plc only.
The total remuneration of the highest paid director was \u00a3143,883 (2023: \u00a3305,800), including pension
contributions of \u00a310,675 (2023: \u00a327,800).
Further information about the remuneration of individual directors is provided in the Directors\u2019 Remuneration Report.
Average number of employees during the year (including Directors full time equivalent)
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Continuing operations | 6 | 10 |
At 31 December 2024 the Company had six (6) employees in total which were all Directors.
Lyramid Pty Ltd has one (1) employee engaged in Research & Development.
Oncogeni Ltd has no employees.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfRevenueExplanatory_D627109036_CY": {
"value": "6. Revenue
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Licence revenue | \u2013 | 200,000 |
There was no revenue generated in 2024. Revenue in 2023 was fully generated in the UK and represents licencing
revenue for exclusive worldwide use (excluding Japan) for certain Midkine antibodies in the \ufb01eld of medical
diagnostics. Future revenue is subject to the reaching of certain commercial milestones with the initial \u00a3200,000
representing the initial non-refundable deposit. The Company expects the next milestone to be achieved in Q4 of
2025. The total revenue was generated from one customer.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRevenueExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_roq_DisclosureOfOtherComprehensiveIncomeExplanatory_D733923326_CY": {
"value": "7. Other Comprehensive Income
Items credited/(charged) to the other comprehensive income line of the statement of comprehensive income
relate to the impact of foreign exchange movements on cash and cash equivalents balances. The corresponding
movement is offset against the currency translation reserve in the statement of \ufb01nancial position:
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Opening Balance | 12,680 | (14,365) |
| Foreign exchange impact | 57,251 | 27,045 |
| Closing Balance | 69,931 | 12,680 |
",
"dimensions": {
"concept": "roq:DisclosureOfOtherComprehensiveIncomeExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfProfitLossFromOperatingActivitiesExplanatory_D1386194481_CY": {
"value": "8. Operating Loss
The following items have been charged to the statement of comprehensive income in arriving at the Group\u2019s
operating loss from continuing operations:
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Directors\u2019 and employee costs | 390,353 | 856,333 |
| Legal fees | 45,055 | 28,182 |
| Consulting and professional fees | 116,740 | 217,876 |
| Other expenditure | 379,494 | 396,802 |
| Administrative expenses | 931,642 | 1,499,193 |
| Share based payments to directors and senior management | 10,958 | 10,402 |
| Research and development expenditure | 152,915 | 620,159 |
| Total operating expenditure | 1,095,515 | 2,129,754 |
During the year the Group obtained the following services from its auditor:
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Audit Services | | |
| Statutory audit \u2013 Group and Company | 57,750 | 65,000 |
| Non-audit services | \u2013 | \u2013 |
| | 57,750 | 65,000 |
The Group incurred \u00a352,793 of \ufb01nance charges during the year ended 31 December 2024 (2023: \u00a3nil).
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfIncomeTaxExplanatory_D985858511_CY": {
"value": "9. Taxation
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Current tax | \u2013 | \u2013 |
| Deferred tax | \u2013 | \u2013 |
| Australian R&D rebate | | |
| 1 | | |
| 119,073 | 151,359 |
| UK R&D rebate | 123,693 | 36,334 |
| Income tax credit | 242,766 | 187,693 |
1
R&D tax rebate receivable represents refundable tax offsets, in cash, from the Australian Taxation Of\ufb01ce (\u201cATO\u201d) in relation to expenditure incurred in the prior year
for eligible research and development activities
Income tax can be reconciled to the loss in the statement of comprehensive income as follows:
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Loss | (1,214,569) | (1,932,233) |
| R&D tax rebate | (242,766) | (151,359) |
| (1,457,335) | (2,083,592) |
| Tax at the corporation rate of 25% | 364,334 | 520,898 |
| Effect of overseas tax rates | \u2013 | \u2013 |
| Expenditure disallowable for taxation | (26,167) | (65,298) |
| Share based payment temporary difference on which | | |
| no deferred tax asset has been recognised | (5,366) | (2,601) |
| Remeasurement of deferred tax for changes in tax rates | \u2013 | 5,678 |
| Tax losses on which no deferred tax asset has been recognised | (332,801) | (458,677) |
| Total tax (charge)/credit | \u2013 | \u2013 |
| UK | \u2013 | \u2013 |
| Overseas | \u2013 | \u2013 |
| Total tax (charge)/credit) | \u2013 | \u2013 |
The Group has accumulated tax losses of approximately \u00a33,812,827 (2023: \u00a33,301,716) that are available, under
current legislation, to be carried forward inde\ufb01nitely against future pro\ufb01ts.
The tax losses can be broken down to the following:
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Australia | (484,621) | (350,039) |
| United Kingdom | (3,328,206) | (2,951,677) |
| Carried forward tax losses | (3,812,827) | (3,301,716) |
A deferred tax asset has not been recognised in respect of these losses due to the uncertainty of future pro\ufb01ts.
The amount of the deferred tax asset not recognised is approximately \u00a31,087,886 (2023: \u00a3837,982).
| Year ended | | Year ended | |
| | 31 December 2024 | | 31 December 2023 | |
| | \u00a3 | | \u00a3 | |
| | UK | AU | UK | AU |
| | | | | |
| Opening balance | (728,319) | (87,510) | (372,176) | (31,285) |
| Tax effect of temporary differences: | | | | |
| Accumulated losses | (268,694) | (33,645) | (392,477) | (56,225) |
| Deductible temporary differences | 30,282 | \u2013 | 36,334 | \u2013 |
| Deferred tax (asset) not recognised | (966,731) | (121,155) | (728,319) | (87,510) |
The Company calculated the UK deferred tax balances at 25% and the Australian deferred tax balances at the
current small company tax rate of 25%, which is expected to continue in future periods.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEarningsPerShareExplanatory_D166534617_CY": {
"value": "10. Earnings Per Share
| | Year ended | Year ended |
| | 31 December | 31 December |
| 2024 | 2023 |
| | \u00a3 | \u00a3 |
| | | |
| Loss attributable to equity shareholders | (971,803) | (1,744,540) |
| Weighted average number of ordinary shares | 130,034,227 | 129,149,998 |
| Loss per share in pence | | |
| Basic | (0.75) | (1.35) |
| Diluted | (0.75) | (1.35) |
There is no difference between the diluted loss per share and the basic loss per share presented. Share options
and warrants could potentially dilute basic earnings per share in the future but were not included in the calculation
of diluted earnings per share as they are anti-dilutive for the year presented.
As at the end of the \ufb01nancial period there were 25,620,300 (2023: 23,875,000) warrants in issue.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfIntangibleAssetsExplanatory_D1150413412_CY": {
"value": "11. Intangible Assets
| In-progress R&D | Goodwill | Total |
| \u00a3 | \u00a3 | \u00a3 |
| Cost | | | |
| At 1 January 2024 | 5,061,594 | 281,911 | 5,343,505 |
| At 31 December 2024 | 5,061,594 | 281,911 | 5,343,505 |
| Amortisation | | | |
| At 1 January 2024 | \u2013 | \u2013 | \u2013 |
| Amortisation | \u2013 | \u2013 | \u2013 |
| Impairment Charge | \u2013 | \u2013 | \u2013 |
| At 31 December 2024 | \u2013 | \u2013 | \u2013 |
| Carrying value | | | |
| At 31 December 2024 | 5,061,594 | 281,911 | 5,343,505 |
| In-progress R&D | Goodwill | Total |
| \u00a3 | \u00a3 | \u00a3 |
| Cost | | | |
| At 1 January 2023 | 5,061,594 | 281,911 | 5,343,505 |
| At 31 December 2023 | 5,061,594 | 281,911 | 5,343,505 |
| Amortisation | | | |
| At 1 January 2023 | | \u2013 | \u2013 |
| Amortisation | \u2013 | \u2013 | \u2013 |
| Impairment Charge | \u2013 | \u2013 | \u2013 |
| At 31 December 2023 | \u2013 | \u2013 | \u2013 |
| Carrying value | | | |
| At 31 December 2023 | 5,061,594 | 281,911 | 5,343,505 |
The Directors have concluded that there has been no impairment of the goodwill associated with the acquisition of
Lyramid Pty Ltd at 31 December 2024. The Goodwill represents the offsetting balance to the deferred tax liability for the
acquisition of Lyramid Pty Ltd.
At 31 December 2024, the Group performed its annual impairment test in relation to intangible assets not yet available
for use and identi\ufb01ed no indicators of impairment in line with IAS 36 Impairment of Assets, as all acquired in-progress
R&D programs are in active development and progressing as planned. At the test date, it was determined that due to
the ongoing pre-clinical research and development in-progress R&D acquired, there was too much uncertainty to
estimate a value-in-use, based on discounted future cash flows from the assets. The Group estimated fair value less
costs to sell, by referring to market transactions for pre-clinical and clinical oncology drug candidates. Due to the nature
of oncology drug development, the fair value is not considered to be particularly sensitive to any one underlying valuation
assumption other than the ultimate outcome of drug development and commercialisation, which is binary.
Accordingly, the Group has concluded that the estimated recoverable amount of the assets did exceed the carrying
amount and therefore no impairment was identi\ufb01ed.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfInvestmentPropertyExplanatory_D2024130576_CY": {
"value": "12. Investments
| | | Shares in |
| Investment | Investment in | subsidiary |
| in Lyramid Pty Ltd | Oncogeni Ltd | undertakings |
| Company | \u00a3 | \u00a3 | \u00a3 |
| Cost at 1 January 2024 | 1,015,695 | 3,859,079 | 4,874,774 |
| Additions | \u2013 | \u2013 | \u2013 |
| Cost at 31 December 2024 | 1,015,695 | 3,859,079 | 4,874,774 |
| Impairment | | | |
| At 1 January 2024 | \u2013 | \u2013 | \u2013 |
| Charge for the period | \u2013 | \u2013 | \u2013 |
| At 31 December 2024 | \u2013 | \u2013 | \u2013 |
| Net book value at 31 December 2024 | 1,015,695 | 3,859,079 | 4,874,774 |
| | | Shares in |
| Investment | Investment in | subsidiary |
| in Lyramid Pty Ltd | Oncogeni Ltd | undertakings |
| Company | \u00a3 | \u00a3 | \u00a3 |
| Cost at 1 January 2023 | 1,015,695 | 3,859,079 | 4,874,774 |
| Additions | \u2013 | \u2013 | \u2013 |
| Cost at 31 December 2023 | 1,015,695 | 3,859,079 | 4,874,774 |
| Impairment | | | |
| At 1 January 2023 | \u2013 | \u2013 | \u2013 |
| Charge for the period | \u2013 | \u2013 | \u2013 |
| At 31 December 2023 | \u2013 | \u2013 | \u2013 |
| Net book value at 31 December 2023 | 1,015,695 | 3,859,079 | 4,874,774 |
The Directors have concluded that there has been no impairment to the investment in Oncogeni Ltd or Lyramid
Pty Ltd at 31 December 2024.
Impairment review disclosures required by IAS36 are included in note 11 to the \ufb01nancial statements.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInvestmentPropertyExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfPropertyPlantAndEquipmentExplanatory_D732182398_CY": {
"value": "13. Property, Plant & Equipment
| Group and Company | Equipment | Total |
| Cost | | |
| As at 1 January 2023 | \u2013 | \u2013 |
| Additions | 54,042 | 54,042 |
| Disposals | \u2013 | \u2013 |
| As at 31 December 2023 | 54,042 | 54,042 |
| Additions | \u2013 | \u2013 |
| Disposals | \u2013 | \u2013 |
| As at 31 December 2024 | 54,042 | 54,042 |
| Accumulated depreciation | | |
| As at 1 January 2023 | \u2013 | \u2013 |
| Charge for the period | (3,890) | (3,890) |
| Disposals | \u2013 | \u2013 |
| As at 31 December 2023 | (3,890) | (3,890) |
| Charge for the period | (5,404) | (5,404) |
| Disposals | \u2013 | \u2013 |
| As at 31 December 2024 | (9,294) | (9,294) |
| Net book value | | |
| As at 31 December 2023 | 50,152 | 50,152 |
| As at 31 December 2024 | 44,748 | 44,748 |
As at 31 December 2024 the Group did not have any right to use assets.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfTradeAndOtherReceivablesExplanatory_D546675429_CY": {
"value": "14. Trade and Other Receivables
| | Group | Group | Company | Company |
| | 31 December | 31 December | 31 December | 31 December |
| | 2024 | 2023 | 2024 | 2023 |
| \u00a3 | \u00a3 | \u00a3 | \u00a3 |
| | | | | |
| | | | | |
| Other receivables | 14,188 | 105,242 | 7,360 | 95,054 |
| Prepayments and accrued income | 11,192 | 52,347 | 8,539 | 29,934 |
| | 25,380 | 157,589 | 15,899 | 124,988 |
There are no material differences between the fair value of trade and other receivables and their carrying value at
the year end.
No receivables were past due or impaired at the year end.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfCashAndCashEquivalentsExplanatory_D228473584_CY": {
"value": "15. Cash and Cash Equivalents
| | Group | Group | Company | Company |
| | 31 December | 31 December | 31 December | 31 December |
| | 2024 | 2023 | 2024 | 2023 |
| \u00a3 | \u00a3 | \u00a3 | \u00a3 |
| | | | | |
| | | | | |
| Cash at bank and in hand | 337,112 | 537,322 | 326,670 | 301,674 |
The Directors consider the carrying amount of cash and cash equivalents approximates to their fair value.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfTradeAndOtherPayablesExplanatory_D1505097988_CY": {
"value": "16. Trade and Other Payables
| | Group | Group | Company | Company |
| | 31 December | 31 December | 31 December | 31 December |
| | 2024 | 2023 | 2024 | 2023 |
| \u00a3 | \u00a3 | \u00a3 | \u00a3 |
| | | | | |
| | | | | |
| Trade creditors | 23,033 | 144,841 | 18,026 | 82,058 |
| Accruals and other creditors | 156,690 | 162,273 | 111,368 | 100,854 |
| 179,723 | 307,114 | 129,394 | 182,912 |
The fair value of trade and other payables approximates their current book values.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfBorrowingsExplanatory_E14_CY": {
"value": "17. Borrowings
| | Group | Group | Company | Company |
| | 31 December | 31 December | 31 December | 31 December |
| | 2024 | 2023 | 2024 | 2023 |
| \u00a3 | \u00a3 | \u00a3 | \u00a3 |
| | | | | |
| | | | | |
| Convertible loan note | 400,092 | \u2013 | 400,092 | \u2013 |
| 400,092 | \u2013 | 400,092 | \u2013 |
The Convertible Loan Note (CLN) issued by Roquefort Therapeutics plc involves a principal amount of \u00a3655,000
(\u00a3584,915 after issue discount and fees) with a \ufb01xed interest rate of 12.5% per annum repayable in May 2025.
\u00a344,857 of interest was recorded through the pro\ufb01t and loss in the current year as well as a \u00a352,793 \ufb01nance
charge. The notes are to be redeemed after one year unless converted into ordinary shares at a speci\ufb01ed
conversion price upon a conversion event. The CLN is unsecured and ranks equally with other unsecured
obligations. On 7 November 2024 \u00a3267,106 convertible loan notes were converted resulting in the issue of
6,586,604 new ordinary shares in the Company.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBorrowingsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfDeferredTaxesExplanatory_D1149374547_CY": {
"value": "18. Deferred Tax Liabilities
| Group | Company |
| \u00a3 | \u00a3 |
| At 1 January 2023 | 281,911 | \u2013 |
| Additions | \u2013 | \u2013 |
| At 31 December 2023 | 281,911 | \u2013 |
| Additions | \u2013 | \u2013 |
| At 31 December 2024 | 281,911 | \u2013 |
Deferred tax liability is the expected tax implication from the amortisation of the intangible asset acquired as part
of the Lyramid Pty Ltd transaction.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory_D1655471023_CY": {
"value": "19. Share Capital
| | Issued and fully paid | | |
| Ordinary | Share | Share | |
| Shares | Capital | Premium | Total |
| Group and Company | No. | \u00a3 | \u00a3 | \u00a3 |
| As at 31 December 2023 | 129,149,998 | 1,291,500 | 4,403,094 | 5,694,594 |
| Issue of ordinary shares | | | | |
| 1 | | | | |
| 6,586,604 | 65,866 | 216,699 | 282,565 |
| As at 31 December 2024 | 135,736,602 | 1,357,366 | 4,619,793 | 5,977,159 |
1
Issue of 6,586,604 ordinary shares for the partial conversion of a convertible loan note in the Company
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfSharebasedPaymentArrangementsExplanatory_D1217781570_CY": {
"value": "20.\u2002Share Based Payment Reserves
The share-based payments reserve is used to recognise the value of equity-settled share-based payments
provided to employees, including key management personnel and external parties as part of their remuneration.
| 2024 | 2023 |
| Group and Company | \u00a3 | \u00a3 |
| | | |
| Opening balance | 385,537 | 375,135 |
| NED and Advisor warrants issued | | |
| 1 | | |
| 10,958 | 10,402 |
| CLN Broker warrants | | |
| 2 | | |
| 10,505 | \u2013 |
| At 31 December | 407,000 | 385,537 |
1
On 26 June 2022, Ms Jean Duvall, Dr Simon Sinclair and Professor Trevor Jones were awarded 300,000 NED and Advisor warrants each. These warrants entitle the warrant
holder to subscribe for one ordinary share at \u00a30.15 per ordinary share. 50% Warrants are exercisable one year after grant date with the remaining balance exercisable two years
after grant date (April 2024). The expense in 2024 represents the warrants that have vested in the current year.
2
On 23 May 2024 497,800 warrants were issued to various brokers as a fee for the Convertible loan Note issued by the Company. The warrants have an exercise price of 7.5p and
expire 5 years from grant date.
The fair value of the services received in return for the warrants granted are measured by reference to the fair value of
the warrants granted. The estimate of the fair value of the warrants granted is measured based on the Black-Scholes
valuations model. Measurement inputs and assumptions are as follows:
| Number of | Share | Exercise | Expected | Expected | Risk free | Expected |
| Warrant | warrants | Price | Price | volatility | life | rate | dividends |
| Director | 750,000 | \u00a30.05 | \u00a30.05 | 50.00% | 5 | 0.15% | 0.00% |
| Director | 750,000 | \u00a30.05 | \u00a30.10 | 50.00% | 5 | 0.15% | 0.00% |
| Senior Mgt | 4,500,000 | \u00a30.10 | \u00a30.15 | 50.00% | 5 | 0.15% | 0.00% |
| NED and Advisor | 900,000 | \u00a30.08 | \u00a30.15 | 50.00% | 5 | 0.15% | 0.00% |
| CLN Broker warrants | 497,800 | \u00a30.06 | \u00a30.075 | 50.00% | 5 | 3.63% | 0.00% |
| TOTAL | 7,397,800 | | | | | | |
| | Number of | Exercise | |
| Warrants | Warrants | Price | Expiry date |
| As at 1 January 2022 | 34,475,000 | \u00a30.105 | \u2013 |
| Issued on 28 April 2022 | 900,000 | \u00a30.15 | 28 April 2027 |
| At 31 December 2022 | 35,375,000 | \u00a30.106 | |
| Expired during the year | (11,500,000) | \u00a30.102 | 21 March 2023 |
| As at 31 December 2023 | 23,875,000 | \u00a30.109 | |
| Expired during the year | (4,975,000) | \u00a30.095 | |
| Granted during the year | 6,720,300 | \u00a30.075 | 22 May 2027 |
| As at 31 December 2024 | 25,620,300 | \u00a30.103 | |
The weighted average time to expiry of the warrants as at 31 December 2024 4.32 years (2023: 3.99 years). Of the total
number of warrants outstanding at 31 December 2024, 25,620,300 (2023: 23,425,000) had vested and were exercisable
The expected volatility was calculated using the Exponentially Weighted Moving Average Mode. Due to limited trading
history comparable listed peer company information was used.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_roq_DisclosureOfMergerReliefReserveExplanatory_D1256488497_CY": {
"value": "21. Merger Relief Reserve
Under Companies Act Section 612, Merger relief reserve applies when a company has secured at least a 90%
equity holding in another company in return for an allotment of equity shares in the issuing company. It requires
that section 610 does not apply to the premium on those shares (i.e. no share premium recognised) and instead
a Merger relief reserve is recognised.
| Group and Company | \u00a3 |
| At 31 December 2023 | 3,700,000 |
| Movement during the year | \u2013 |
| At 31 December 2024 | 3,700,000 |
",
"dimensions": {
"concept": "roq:DisclosureOfMergerReliefReserveExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfFinancialRiskManagementExplanatory_D1604558551_CY": {
"value": "22. Financial Instruments and Risk Management
Capital Risk Management
The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return
to stakeholders. The overall strategy of the Group is to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity holders of the Group, comprising issued share
capital, reserves and retained earnings as disclosed in the Statement of Changes of Equity.
The Group is exposed to a number of risks through its normal operations, the most signi\ufb01cant of which are interest,
credit, foreign exchange, commodity and liquidity risks. The management of these risks is vested to the Board of
Directors.
The sensitivity has been prepared assuming the liability outstanding was outstanding for the whole period. In all cases
presented, a negative number in pro\ufb01t and loss represents an increase in \ufb01nance expense / decrease in interest income.
Credit Risk
Credit risk is the risk of \ufb01nancial loss to the Group if a customer or counterparty to a \ufb01nancial instrument fails to meet
its contractual obligations and arises principally from the Group\u2019s receivables from customers. Indicators that there is
no reasonable expectation of recovery include, amongst others, failure to make contractual payments for a period of
greater than 120 days past due.
The carrying amount of \ufb01nancial assets represents the maximum credit exposure.
The principal \ufb01nancial assets of the Group are bank balances. The Group deposits surplus liquid funds with counterparty
banks that have high credit ratings, and the Directors consider the credit risk to be minimal.
The Group\u2019s maximum exposure to credit by class of individual \ufb01nancial instrument is shown in the table below:
| Carrying | Maximum |
| value at | exposure at |
| 31 December | 31 December |
| 2024 | 2024 |
| \u00a3 | \u00a3 |
| | | |
| Trade receivables | \u2013 | \u2013 |
| Other receivables | 14,188 | 14,188 |
| Cash and cash equivalents | 337,112 | 337,112 |
| 351,300 | 351,300 |
| Carrying | Maximum |
| value at | exposure at |
| 31 December | 31 December |
| 2023 | 2023 |
| \u00a3 | \u00a3 |
| Trade receivables | \u2013 | \u2013 |
| Other receivables | 105,242 | 105,242 |
| Cash and cash equivalents | 537,322 | 537,322 |
| 642,564 | 642,564 |
Currency Risk
The Group operates in a global market with income and costs possibly arising in a number of currencies and is exposed
to foreign currency risk arising from commercial transactions, translation of assets and liabilities and net investment in
foreign subsidiaries. Exposure to commercial transactions arise from sales or purchases by operating companies in
currencies other than the Group\u2019s functional currency. Currency exposures are reviewed regularly.
The Group has a limited level of exposure to foreign exchange risk through their foreign currency denominated cash
balances and a portion of the Group\u2019s costs being incurred in Australian Dollars. Accordingly, movements in the Sterling
exchange rate against these currencies could have a detrimental effect on the Group\u2019s results and \ufb01nancial condition.
Currency risk is managed by maintaining some cash deposits in currencies other than Sterling.
The table below shows the currency pro\ufb01les of cash and cash equivalents:
| At 31 December | At 31 December |
| 2024 | 2023 |
| Cash and cash equivalents | \u00a3 | \u00a3 |
| | | |
| Sterling | 325,943 | 501,373 |
| Australian Dollars | 10,028 | 34,825 |
| US Dollars | 1,141 | 1,124 |
| | 337,112 | 537,322 |
Liquidity Risk
Liquidity risk is the risk that the Group will encounter dif\ufb01culty in meeting the obligations associated with its \ufb01nancial
liabilities that are settled by delivering cash or another \ufb01nancial asset. The Group\u2019s approach to managing liquidity is to
ensure, as far as possible, that it will have suf\ufb01cient liquidity to meet its liabilities when they are due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation.
The Group seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure that suf\ufb01cient
liquidity is available to meet foreseeable needs and to invest cash assets safely and pro\ufb01tably. The Group deems there
is suf\ufb01cient liquidity for the foreseeable future.
The principal current asset of the business is cash and cash equivalents and is therefore the principal \ufb01nancial
instrument employed by the Group to meet its liquidity requirements. The Board ensures that the business maintains
surplus cash reserves to minimise any liquidity risk.
The \ufb01nancial liabilities of the Group and Company, predominantly trade and other payables, are mostly due within
3 months (2023: 3 months) of the Consolidated Statement of Financial Position date; therefore, the undiscounted amount
payable is the same as their carrying value. Further analysis of commitments is provided in note 24. All other non-
current liabilities are due between 1 to 5 years after the period end. The Group does not have any borrowings or payables
on demand which would increase the risk of the Group not holding suf\ufb01cient reserves for repayment.
The Group had cash and cash equivalents at period end as below:
| At 31 December | At 31 December |
| 2024 | 2023 |
| \u00a3 | \u00a3 |
| | | |
| Cash and cash equivalents | 337,112 | 537,322 |
| 337,112 | 537,322 |
Interest Rate Risk
The Group is exposed to interest rate risk whereby the risk can be a reduction of interest received on cash surpluses
held and an increase in interest on borrowings the Group may have. The maximum exposure to interest rate risk at the
reporting date by class of \ufb01nancial asset was:
| At 31 December | At 31 December |
| 2024 | 2023 |
| \u00a3 | \u00a3 |
| | |
| Bank balances | 337,112 | 537,322 |
| 337,112 | 537,322 |
The Group does not currently earn interest on its cash deposits.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfCreditRiskExplanatory_D1930306093_CY": {
"value": "Credit Risk
Credit risk is the risk of \ufb01nancial loss to the Group if a customer or counterparty to a \ufb01nancial instrument fails to meet
its contractual obligations and arises principally from the Group\u2019s receivables from customers. Indicators that there is
no reasonable expectation of recovery include, amongst others, failure to make contractual payments for a period of
greater than 120 days past due.
The carrying amount of \ufb01nancial assets represents the maximum credit exposure.
The principal \ufb01nancial assets of the Group are bank balances. The Group deposits surplus liquid funds with counterparty
banks that have high credit ratings, and the Directors consider the credit risk to be minimal.
The Group\u2019s maximum exposure to credit by class of individual \ufb01nancial instrument is shown in the table below:
| Carrying | Maximum |
| value at | exposure at |
| 31 December | 31 December |
| 2024 | 2024 |
| \u00a3 | \u00a3 |
| | | |
| Trade receivables | \u2013 | \u2013 |
| Other receivables | 14,188 | 14,188 |
| Cash and cash equivalents | 337,112 | 337,112 |
| 351,300 | 351,300 |
| Carrying | Maximum |
| value at | exposure at |
| 31 December | 31 December |
| 2023 | 2023 |
| \u00a3 | \u00a3 |
| Trade receivables | \u2013 | \u2013 |
| Other receivables | 105,242 | 105,242 |
| Cash and cash equivalents | 537,322 | 537,322 |
| 642,564 | 642,564 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCreditRiskExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfMarketRiskExplanatory_D1211838454_CY": {
"value": "Currency Risk
The Group operates in a global market with income and costs possibly arising in a number of currencies and is exposed
to foreign currency risk arising from commercial transactions, translation of assets and liabilities and net investment in
foreign subsidiaries. Exposure to commercial transactions arise from sales or purchases by operating companies in
currencies other than the Group\u2019s functional currency. Currency exposures are reviewed regularly.
The Group has a limited level of exposure to foreign exchange risk through their foreign currency denominated cash
balances and a portion of the Group\u2019s costs being incurred in Australian Dollars. Accordingly, movements in the Sterling
exchange rate against these currencies could have a detrimental effect on the Group\u2019s results and \ufb01nancial condition.
Currency risk is managed by maintaining some cash deposits in currencies other than Sterling.
The table below shows the currency pro\ufb01les of cash and cash equivalents:
| At 31 December | At 31 December |
| 2024 | 2023 |
| Cash and cash equivalents | \u00a3 | \u00a3 |
| | | |
| Sterling | 325,943 | 501,373 |
| Australian Dollars | 10,028 | 34,825 |
| US Dollars | 1,141 | 1,124 |
| | 337,112 | 537,322 |
Interest Rate Risk
The Group is exposed to interest rate risk whereby the risk can be a reduction of interest received on cash surpluses
held and an increase in interest on borrowings the Group may have. The maximum exposure to interest rate risk at the
reporting date by class of \ufb01nancial asset was:
| At 31 December | At 31 December |
| 2024 | 2023 |
| \u00a3 | \u00a3 |
| | |
| Bank balances | 337,112 | 537,322 |
| 337,112 | 537,322 |
The Group does not currently earn interest on its cash deposits.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfMarketRiskExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfLiquidityRiskExplanatory_D939959242_CY": {
"value": "Liquidity Risk
Liquidity risk is the risk that the Group will encounter dif\ufb01culty in meeting the obligations associated with its \ufb01nancial
liabilities that are settled by delivering cash or another \ufb01nancial asset. The Group\u2019s approach to managing liquidity is to
ensure, as far as possible, that it will have suf\ufb01cient liquidity to meet its liabilities when they are due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to the Group\u2019s reputation.
The Group seeks to manage liquidity risk by regularly reviewing cash flow budgets and forecasts to ensure that suf\ufb01cient
liquidity is available to meet foreseeable needs and to invest cash assets safely and pro\ufb01tably. The Group deems there
is suf\ufb01cient liquidity for the foreseeable future.
The principal current asset of the business is cash and cash equivalents and is therefore the principal \ufb01nancial
instrument employed by the Group to meet its liquidity requirements. The Board ensures that the business maintains
surplus cash reserves to minimise any liquidity risk.
The \ufb01nancial liabilities of the Group and Company, predominantly trade and other payables, are mostly due within
3 months (2023: 3 months) of the Consolidated Statement of Financial Position date; therefore, the undiscounted amount
payable is the same as their carrying value. Further analysis of commitments is provided in note 24. All other non-
current liabilities are due between 1 to 5 years after the period end. The Group does not have any borrowings or payables
on demand which would increase the risk of the Group not holding suf\ufb01cient reserves for repayment.
The Group had cash and cash equivalents at period end as below:
| At 31 December | At 31 December |
| 2024 | 2023 |
| \u00a3 | \u00a3 |
| | | |
| Cash and cash equivalents | 337,112 | 537,322 |
| 337,112 | 537,322 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfFinancialInstrumentsExplanatory_D1532996157_CY": {
"value": "23. Financial Assets and Financial Liabilities
| Group | Financial | Financial | |
| Assets | Liabilities | |
| At amortised | At amortised | |
| 31 December 2024 | Cost | Cost | Total |
| Financial assets/liabilities | \u00a3 | \u00a3 | \u00a3 |
| | | | |
| Trade and other receivables | 14,188 | \u2013 | 14,188 |
| Cash and cash equivalents | 337,112 | \u2013 | 337,112 |
| Trade and other payables | \u2013 | (23,033) | (23,033) |
| Borrowings | \u2013 | (400,092) | (400,092) |
| 351,300 | (423,125) | (71,825) |
| Group | Financial | Financial | |
| Assets | Liabilities | |
| At amortised | At amortised | |
| 31 December 2023 | Cost | Cost | Total |
| Financial assets/liabilities | \u00a3 | \u00a3 | \u00a3 |
| | | | |
| Trade and other receivables | 70,243 | \u2013 | 70,243 |
| Cash and cash equivalents | 537,322 | \u2013 | 537,322 |
| Trade and other payables | \u2013 | (307,114) | (307,114) |
| 607,565 | (307,114) | 300,451 |
| Company | Financial | Financial | |
| Assets | Liabilities | |
| At amortised | At amortised | |
| 31 December 2024 | Cost | Cost | Total |
| Financial assets/liabilities | \u00a3 | \u00a3 | \u00a3 |
| | | | |
| Trade and other receivables | 7,360 | \u2013 | 7,360 |
| Intercompany receivables | 615,409 | \u2013 | 615,409 |
| Cash and cash equivalents | 326,670 | \u2013 | 326,670 |
| Trade and other payables | \u2013 | (18,026) | (18,026) |
| Borrowings | \u2013 | (400,092) | (400,092) |
| 949,439 | (418,118) | 531,321 |
| Company | Financial | Financial | |
| Assets | Liabilities | |
| At amortised | At amortised | |
| 31 December 2023 | Cost | Cost | Total |
| Financial assets/liabilities | \u00a3 | \u00a3 | \u00a3 |
| | | | |
| Trade and other receivables | 95,054 | \u2013 | 95,054 |
| Intercompany receivables | 812,951 | \u2013 | 812,951 |
| Cash and cash equivalents | 301,674 | \u2013 | 301,674 |
| Trade and other payables | \u2013 | (182,912) | (182,912) |
| 1,209,679 | (182,912) | 1,026,767 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfCommitmentsExplanatory_D170963719_CY": {
"value": "24. Commitments
| At 31 December | At 31 December |
| 2024 | 2023 |
| \u00a3 | \u00a3 |
| | | |
| Committed at the reporting date but not recognised as liabilities, payable: | | |
| Research & Development | \u2013 | 20,619 |
| \u2013 | 20,619 |
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCommitmentsExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfContingentLiabilitiesExplanatory_D250981338_CY": {
"value": "25. Contingent Liabilities
The purchase agreement for Lyramid Pty Ltd in December 2021 included an additional contingent deferred consideration
to the Seller to be satis\ufb01ed in the form of Ordinary Shares as follows:
(a) if prior to \ufb01fth anniversary of Admission (on 21 December 2021), the Company\u2019s market capitalisation exceeds
\u00a325,000,000 for a period of 5 or more consecutive trading days the Company shall issue to the Seller (or its
nominee) 5,000,000 Ordinary Shares; and
(b) if prior to \ufb01fth anniversary of Admission (on 21 December 2021) the Company\u2019s market capitalisation exceeds
\u00a350,000,000 for a period of 5 or more consecutive trading days the Company shall issue to the Seller (or its
nominee) a further 5,000,000 Ordinary Share. The fair value of contingent deferred consideration was estimated
to be nil at acquisition, at 31 December 2024 and at 31 December 2023.
As there is inherent uncertainty as to when, and if, the milestone will be achieved the Group has disclosed the amount
as a contingent liability as at year end.
There were no other contingent liabilities at 31 December 2024 or 31 December 2023.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfRelatedPartyExplanatory_D1220846380_CY": {
"value": "26. Related Party Transactions
In 2024 \u00a330,093 and \u00a311,975 was paid to Tareginald LLP and ROQ Corporate Ltd, companies controlled by CEO Ajan
Reginald and Chairman Stephen West respectively for consulting work (2023: \u00a3nil).
As at 31 December 2024, the Company owed related parties \u00a3nil (2023: \u00a3nil).
28. Ultimate Controlling Party
As at 31 December 2024, there was no ultimate controlling party of the Company.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
},
"fact_ifrs-full_DisclosureOfEventsAfterReportingPeriodExplanatory_D387340620_CY": {
"value": "27. Post Reporting Date Events
Sale of Lyramid Pty Ltd
On 3 February 2025, Roquefort Therapeutics plc signed a binding share purchase agreement for the sale of its wholly
owned subsidiary, Lyramid Pty Ltd, to Pleiades Pharma Ltd for a total consideration of US$10.8 million. The consideration
consists of equity in Pleiades, along with potential upfront cash payments upon completion of the transaction. The
transaction is subject to certain closing conditions, including Pleiades completing a fundraising round by 30 June 2025.
Lyramid holds the Group's Midkine patents, and the sale is expected to provide Roquefort Therapeutics with a material
equity stake in a well-funded clinical-stage biotech company.
Proposed Sale of Oncogeni Ltd
On 10 March 2025, Roquefort Therapeutics plc signed a non-binding term sheet for the proposed sale of its wholly
owned subsidiary Oncogeni Ltd, to The Nation Trust Holding LLC. The agreed consideration for the transaction is up to
US$12 million, which will be payable through a combination of upfront and milestone payments. The transaction is
subject to \ufb01nalisation of a binding share purchase agreement. Oncogeni holds exclusive rights to the Mesodermal Killer
cell (MK) and STAT-6 siRNA patents.
Fundraise
On 14 March 2025 the Company raised \u00a3236,000 by way of a private placing of 15,733,333 new ordinary shares in the
capital of the Company at a price of 1.5p per share, being a discount of 6.25% to the closing price of 1.6p on 13 March
2025. In addition, the Company received a notice to convert a total face value of \u00a350,000 convertible loan notes resulting
in the issue of 3,507,548 new ordinary shares in the Company.
Board Changes
On 17 March 2025 Ajan Reginald and Prof. Sir Martin Evans resigned as CEO, and Non-Executive Director respectively.
Dr Darrin M Disley OBE was appointed Interim Managing Director on the same date.
",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory",
"language": "en",
"entity": "scheme:254900P4SISIWOR9RH34",
"period": "2024-01-01T00:00:00/2025-01-01T00:00:00"
}
}
}
}