REPORT & ACCOUNTS
ANNUAL
TW E N T Y2 4
www.valirx.com
www.valirx.com
ValiRx Plc
MediCity (Nottingham), D6 Thane Road,
Nottingham, NG90 6BH UK
Tel: +44 (0)115 784 0026
Email: info@valirx.com
GROUP S T RAT EG I C RE P O R T,
REPORT O F T HE D I RE C TO R S
AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
FOR
VALIRX PLC
Contents of the Consolidated Financial Statements
for the year ended 31 December 2024
01
ValiRx Plc
COMPANY INFORMATION
Company Information
3
STRATEGIC REPORT
Chairman and Chief Executive’s Report
5
Group Strategic Report
8
GOVERNANCE
Corporate Governance
30
Report of the Directors
41
Statement of Directors' Responsibilities
44
Report of the Independent Auditors
45
FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income
52
Consolidated Statement of Financial Position
53
Company Statement of Financial Position
54
Consolidated Statement of Changes in Equity
55
Company Statement of Changes in Equity
56
Consolidated Statement of Cash Flows
57
Notes to the Consolidated Statement of Cash Flows
58
Notes to the Consolidated Financial Statements
59
COMPANY INFORMATION
Company Information
for the year ended 31 December 2024
03
ValiRx Plc
DIRECTORS:
Dr M Eccleston
M Gouldstone
G Desler
Dr C Tralau-Stewart
SECRETARY:
G Desler
REGISTERED OFFICE:
Stonebridge House
Chelmsford Road
Hatfield Heath
Essex
CM22 7BD
REGISTERED NUMBER:
03916791 (England and Wales)
AUDITORS:
Adler Shine LLP
Chartered Accountants & Statutory Auditor
Aston House
Cornwall Avenue
London
N3 1LF
STRATEGIC REPORT
Chairman and Chief Executive’s Report
for the year ended 31 December 2024
05
ValiRx Plc
In our first joint Annual report, we would like to take the opportunity to review a significant year of
transition for ValiRx.
The transition was initiated by several changes to the Board, including the appointments of a new
Chairman and CEO followed by the appointment of Cathy Tralau-Stewart, our Chief Scientific Officer, to
the Executive Board in August 2024.
We then undertook an immediate review of the business focussing on the scientific and commercial
strategy and business model for Inaphaea Biolabs Limited (“Inaphaea”), a wholly owned subsidiary of
the Company. The outcome of this review was implemented across the second half of the year and into
the first quarter of 2025.
In addition to identifying several cost-reduction measures involving external service providers, we faced
the difficult decision to restructure the organisation. This restructuring aimed to optimise efficiency and
reduce cash burn, which unfortunately led to fewer available positions within the Company. In December
2024, the Inaphaea team was reduced by one Senior Scientist, and, after a redundancy consultation
process, three additional positions were eliminated across the Group post-period end.
A Senior Director of Research was recruited and joined the team post period to replace our part-time
CSO, Cathy Tralau-Stewart. Cathy transitioned to a Non-Executive Director and Adrian de Courcey
stepped down as a Non-Executive Director, streamlining the board to two Executive Directors, one Non-
Executive Director, and a Non-Executive Chairman. The operational overhaul was completed in March
2025, with the hiring of a new technician to support Inaphaea. These combined changes represent a
saving of £200,000 in salaries going forward.
As part of the Group operational review, we also looked at Inaphaea’s business model. Inaphaea saw
some significant milestones throughout 2024 including the signing of two, multiphase, service contracts
including its first US contract. This immune-oncology focussed service contract leveraged Inaphaea’s
biobank RNA-seq data for the selection of Patient Derived Cell models with high PD-L1 checkpoint
expression. The second contract, with a total potential value of over £100,000, was focussed on Triple
Negative Breast Cancer PDCs and builds on biobank development work carried out to support the in
house Cytolytix program. This second contract demonstrates the value of partner strategy with the final
optional part of the multiphase project to be performed by one of Inaphaea’s in-vivo partners.
The pipeline of client prospects within Inaphaea is looking strong, with a steady build of prospects
throughout the second half of 2024. Although the nature of our industry is of long-term research budget
planning with associated long lead times, our current pipeline of prospects is progressing well. As the
catalogue of characterised PDCs is developed we expect this to grow further with product license as well
as service opportunities.
The second half of 2024 saw a rapid expansion of the evaluation and co-marketing approach to
include a range of in-vivo and ex vivo partners, broadening both capabilities and global market reach.
The partnerships are set up as “force multipliers” to expand lead identification of new potential clients
whilst providing the opportunity to offer extended service packages that leverage Inaphaea’s PDC
models. We added new partner capabilities including in-silico toxicity testing, “system on a chip” 3D
models, Patient Derived Organoid models as well as higher throughput zebra fish and standard mouse
models. The expansion of access to sophisticated, ex-vivo predictive systems, builds on key features
of the “closer to patient”, more representative PDC biobank with its combination of Cancer Cells and
Cancer Associated Fibroblasts (CAFs). This heterogeneity differentiates our PDC models from standard,
homogeneous cell lines and was a key driver for the development of our Assay Ready Reagent product
line. These vials of mixed cells are designed for direct biomarker analysis, with the first sale achieved in
November 2024 with the combined Bank of 5,000 vials underpinning the value of the Biobank as a major
asset. The development of more sophisticated screening capabilities, in keeping with the 3R principles
of Replacement, Reduction and Refinement for ethical animal research, is a key market opportunity
supported by the FDA’s significant announcement to phase out animal testing post period in April 2025.
Restrictions on supplying PDCs to competitive service providers were removed, recognising a significant
opportunity to build value through supplying CROs with established client bases. Several additional
co-marketing agreements are under discussion and expected to be signed in 2025. A simplified
pricing structure was introduced for direct purchase of the PDCs focussed on commercial research and
Chairman and Chief Executive’s Report
for the year ended 31 December 2024
06
ValiRx Plc
commercial service use with options for annual payment, one off payment and limited use licenses for
one off services.
In addition to the commercial partnerships, ValiRx secured additional grant funding to support
development and characterisation of Prostate Cancer PDCs through its established academic partnership
with the Open University. This relationship was strengthened with a ValiRx sponsored PhD studentship
over four years to develop high value, Neuroendocrine Prostate Cancer Cell lines.
These lines represent a significant development for the field, particularly in the development of new
drugs in this highly aggressive form of prostate cancer. This academic collaboration is expected to
lead to publications exemplifying the utility of the PDC models as well as additional grant applications,
following a model we established at the ValiRx spin out Volition. Further academic partnerships are
being explored with universities local to Inaphaea. These new relationships are a cost-effective approach
to leverage access to specialist facilities to add further value to our Biobank, including cell sorting and
characterisation.
In addition to development of products and services based on the Biobank, the second key objective
for Inaphaea was the provision of rapid and flexible initial assessment for each of the evaluation
programmes as well as development of Cytolytix. Both exemplify how we have leveraged Inaphaea’s
commercial and academic partner network, established as part of the tCRO® service offering, for
example, in-silico toxicity screening of the Stingray compounds and peptide formulation and screening of
CLX001.
The in-house research pipeline comprised 4 evaluation programmes with assets from Barcelona
University, Stingray Bio, Imperial College and Dundee University as well as our SPV Cytolytix. The pipeline
represented a range of early stage, small molecule and peptide-based assets with a combination of
validated, novel and unknown mechanisms of action. Assets at this stage of development have a high
attrition rate, up to 90%. Development of in-licensed assets, for example Cytolytix, through preclinical
development and into Investigational New Drug (IND) enabling studies, take significant time and
resources so a high attrition rate should be expected with earlier stage programmes. A key consideration
is to generate a balanced portfolio with scientifically robust data and a strong commercialisation
potential and, going forward, we are applying a strict set of criteria for selection and progression
of evaluation assets. Evaluation agreements with Barcelona and, post period Imperial, have been
terminated despite initially promising data generated by Inaphaea, as they did not meet these criteria.
Whilst the Dundee evaluation did not meet a key decision point for in-licensing in 2024, £50,000 grant
funding was secured through Queen Mary Impact fund, supported and a one-year extension to the
evaluation agreement was signed to develop precise mechanism of action for this asset. The Stingray
evaluation was completed on time and, whilst a key decision point was not reached, we are in further
negotiation to progress this asset under a slightly different model.
Several new evaluation programmes remained under discussion throughout 2024 with the first signed
post period in January 2025. The agreement with Altus Therapeutics is based on repositioning an
established CB2 agonist in oncology and, in a first for ValiRx, bringing new formulation capabilities. A
key aspect of the evaluation programmes is to leverage Inaphaea’s in-house capabilities. Inevitably,
some of the work will require external support, either through our partner network or from additional
Contract Research Organisations which can add significant costs. This is particularly true for later stage,
more developed projects which may be lower risk but require higher initial investment. In order to deliver
a more balanced portfolio, we are exploring shorter, more nimble evaluations over a 3–6-month period
where we can add significant value through our PDC biobank or through support of external preclinical
work on a shared risk, costs plus basis. Under this type of arrangement, ValiRx would be compensated
for work performed if the asset is returned and subsequently licensed.
Significant progress was made with Cytolytix during the period. A new stable, liposomal formulation
was developed and evaluated as part of an ongoing formulation evaluation program. Three further
formulations are under development with specific characteristics suited for particular routes of
administration and final selection is expected in Q2 2025. Initial data showing efficacy in Prostate Cancer
cell lines was obtained with grant funding through our Academic Partner at the Open University.
Chairman and Chief Executive’s Report
for the year ended 31 December 2024
07
ValiRx Plc
Legacy Assets
At the start of 2024, VAL201 was subject to an open-ended Letter of Intent with TheoremRx. When I
took over as CEO we initially restricted this to the end of the period, 31 December 2024. A final extension
was then granted until May 2025 to allow time to complete an M&A transaction with an unnamed
NASDAQ company announced by TheoremRx on 30 December 2024. Post period end in April 2025, the
Letter of Intent was terminated after TheoremRx elected not to proceed with an agreed amendment to
return the territory of Taiwan and maintain exclusivity in return for a $200,000 payment. This is clearly
a disappointing outcome after a protracted period but contingency planning has been in place since I
took over as CEO. VAL201 will be placed in an SPV along with other ValiRx assets focussed on prostate
cancer.
VAL401 remains under an optional agreement with Ambrose Healthcare who exercised their right to a
6-month extension on 4 December 2024. No further extensions will be granted.
Outlook
In 2025 ValiRx now comprises a lean, highly motivated, cross-functional team of nine, supported by
industry expert advisors as part of a new Advisory Board, which replaced the existing Scientific Advisory
Board in March 2025.
Indication expansion for CLX001 is underway within Inaphaea labs and synergy testing with small
molecule and immune-oncology drugs is expected to begin in H2 2025.
Contract Development and Manufacturing Organisations have been identified for cGMP production of
clinical grade CLX001 peptide and delivery system and the lead formulation is anticipated to be sent for
manufacture prior to IND enabling studies in H2 2025.
New patents, on various aspects of VAL201 will be filed at minimal cost and exemplified in house as
well as through established academic partnerships in the prostate cancer space. An internal commercial
review shows that VAL201 is still relevant despite clinical advances in other areas of prostate cancer
therapy and partners for the Prostate cancer portfolio will be sought based on the new application
patents.
Two Evaluation projects were in discussion in 2024 and negotiations for a further asset also began post
period. Whilst negotiations are ongoing, we are targeting 2-3 projects to sign in 2025 alongside the Altus
CB2 asset evaluation and continued Dundee evaluation.
Financial overview
Our financial results show the total comprehensive loss for the year ended 31 December 2024 of
£1,915,693 (2023: £2,037,701) and a loss per share of 1.45p (2023: Loss – 2.01p).
Research and developments costs were £245,163 for the year ended 31 December 2024 (2023: £383,362),
a reduction of £138,199. In addition, total wage costs of £459,499 (2023: £462,862) were expended on
research and development during the year.
Administrative expenses were £1,976,283 (2023: £1,886,401) reflecting an increase of £89,882.
Cash at the bank at 31 December 2024 was £1,555,986 compared to £174,684 in 2023.
We would like to recognise the contributions of all the staff, Board members and shareholders for their
continued support during this transitional period. The Company has gone through significant change and
refinement of strategy to maximise the potential for growth from our current position.
Martin Gouldstone
Director
Date: 4 June 2025
Dr M Eccleston
Director
Date: 4 June 2025
ValiRx Plc
Group Strategic Report
for the year ended 31 December 2024
08
ValiRx Plc
The Directors present the strategic report and financial statements for the year ended 31 December
2024.
Company information and highlights
ValiRx operates a dual strategy of building a risk-diversified portfolio pipeline of preclinical therapeutic
assets alongside the operation of a revenue-generating products and services division through Inaphaea
BioLabs.
By providing a scientific, financial and commercial framework around innovative, early-stage science we
can accelerate therapeutic assets through preclinical development to find appropriate partners for the
clinical development pathway.
Through Inaphaea, our expertise in handling patient derived cells (PDCs) is applied to all of our in-house
pipeline programmes in addition to being offered to external service users. Such service users can access
the PDCs via our service offerings, using standard or bespoke protocols to assess their own therapeutic
candidates, or they can purchase the PDCs as Assay Ready Reagents, or for culture via a license for use
in their own facilities.
Strategy and Vision
We identify, incubate and accelerate innovations that focus on the needs of those who matter most
– patients. With a sense of urgency and determination, we select molecules with the highest potential
to improve patient lives throughout treatment. With Inaphaea’s PDCs now available and a range of
strategic partners to provide efficient and humanised assessment of therapeutic candidates at the
earliest stages of drug discovery, our capabilities to progress these translational assets has been greatly
enhanced.
Prior to in-licensing projects in full, ValiRx carries out a rigorous scientific and commercial evaluation
programme on the project at its own expense. During the evaluation period (typically 6-12 months)
ValiRx is able to assess whether the project is a good fit for the preclinical pipeline. If the evaluation is
a success, a full license will be executed with the innovator and the asset will be incorporated into a
dedicated SPV, most likely a ValiRx subsidiary.
The scientific assessment typically consists of a range of cell-based assays conducted predominantly
at Inaphaea to understand the biology and demonstrate the mechanism of action of the lead drug
candidate and to determine the disease area of highest potential for further development. Success at
Evaluation stage indicates that we have achieved a high level of confidence in progression of the drug
candidate into preclinical studies.
We develop treatments derived from diverse and disruptive innovations that have the potential to
progress rapidly upstream and deliver value to all of our stakeholders. Our model and industry expertise
enables us to accelerate the translation of promising new drug candidates to clinic ready assets.
Strategic partnering to co-develop and fund clinical trials, allows ValiRx to continue to build a risk-
balanced pipeline of novel projects.
Business Structure
Previously operating as a virtual biotech company, ValiRx has preclinical testing services in-house with
partners providing advanced data analysis and data implementation technologies, 3D tissue culture
technology and a range of in-vivo capabilities operating to optimally process our own pipeline and
offering an integrated service to external parties to generate revenues.
In Q1 2023, ValiRx launched its wholly owned subsidiary, Inaphaea BioLabs Limited. Headquartered
in the ValiRx laboratory in MediCity (Nottingham, UK), Inaphaea is the cornerstone facility of the
Translational Contract Research Organisation (tCRO®) with the acquisition of the scientific assets of
Imagen Therapeutics, including a biobank of over 450 patient-derived cell models in H2 2023.
This laboratory, together with new testing services enables our in-house pipeline growth to be supported
through both the expanding expertise within the laboratory team and revenue generated. The tCRO®
operates as a wholly owned ValiRx subsidiary alongside a growing network of complementary service
providers.
Group Strategic Report
for the year ended 31 December 2024
09
ValiRx Plc
We will continue to seek collaborations with academic innovators in oncology and women’s health and
build a risk-balanced preclinical pipeline for future out-licencing.
The Group retains the following divisional companies:
1.
ValiPharma Limited: a biopharmaceutical company which holds patents and licences for Valirx in
respect of the development of medicines to bring advanced therapeutic options for the treatment of
cancer.
2. ValiSeek Limited: a joint venture company with Tangent Reprofiling Limited (a SEEK group company)
holding the IP for VAL401.
3. Cytolytix Limited: a majority owned company holding the IP for CLX001.
4. Inaphaea BioLabs Limited: a wholly owned subsidiary providing laboratory facilities to the ValiRx
Group and offering products and services associated with patient derived cells.
The Company listed on the Alternative Investment Market (“AIM”) of the London Stock Exchange in
October 2006.
THERAPEUTIC AREAS
Women’s Health
Diseases associated with Women’s Health are one of our key focus areas for in-house preclinical
research although all assets that are evaluated have multi-cancer potential. The discussions with
universities across the world, typically identify a wealth of opportunity in oncology, including female-
centric oncology, such as the gynaecological cancers. However, there is a clear dearth of innovative
research ready for translation in other areas of women’s health.
The VAL301 project is a good example of a drug candidate for women’s health. Initially developed as a
subset of the VAL201 programme for the treatment of men with prostate cancer, the overlap in biological
mechanisms, i.e. the prevention of hormone stimulated cell proliferation, also affords the potential for
the peptide to be a candidate for the treatment of endometriosis. Endometriosis is not a cancerous
condition, but is characterised by benign, inappropriate growth of hormone dependent tissue.
Candidates for the treatment of conditions such as endometriosis, along with Poly Cystic Ovary Syndrome
(PCOS) and symptoms of menopause clearly all fall into our target area of women’s health. Most drug
candidates are optimised for dose levels, tolerability, pharmacokinetics and drug metabolism during
early-stage clinical trials, initially in healthy volunteers for Phase 1 and then typically in carefully selected
patients in Phase 2. The vast majority of patients recruited for these early-stage trials are either women
who are post-menopausal or men unless there is a strong rationale explained to the regulators to include
younger women (for example if the disease only occurs in young women) and a technique to avoid risk to
an unborn child.
Although it is now widely acknowledged that pre-menopausal women can respond very differently
to drugs in comparison to both men and post-menopausal women, drugs are still routinely clinically
optimised for men. This results in a higher than necessary clinical risk during Phase 3 clinical trials, when
the drug is provided and tested in a much broader range of patient volunteers, as the women now
being included may display unexpected tolerability or lack of efficacy purely due to the gender-specific
optimisation process.
Although the rationale for these restrictions was well founded, in particular in the light of the damage
to unborn children of thalidomide, the technologies to better understand a drug candidate’s potential
for reproductive toxicological impacts, as well as better monitoring of women within early-stage clinical
trials – including very early pregnancy detection methods – enables these restrictions to be reconsidered.
Endometriosis
Endometriosis is a gynaecological medical condition in which cells from the lining of the uterus
(endometrium) appear and grow outside the uterine cavity. This growth fluctuates in a pattern alongside
the menstrual cycle, under the influence of female hormones.
These misplaced endometrial-like cells are influenced by hormonal changes and respond in a way that is
similar to the cells found inside the uterus; hence symptoms often worsen with the menstrual cycle.
Group Strategic Report
for the year ended 31 December 2024
10
ValiRx Plc
The treatments chosen will depend on symptoms, age, and lifestyle plans, currently centring around
pain relief and hormone suppression; the latter leading to potential infertility and bone weakening side
effects.
VAL301 in endometriosis
VAL301 presents an opportunity to suppress hormone-driven cellular growth in the absence of outright
hormone suppression. By interrupting only the hormone driven cell growth while sparing the other
hormone activities, the infertility and related side effects are expected to be avoided.
Progress with VAL301 is hampered by a lack of effective preclinical models for endometriosis and
development was suspended pending outcome of the VAL201 licensing negotiations.
Cancer
ValiRx is focused on developing treatments for difficult-to-treat types of cancer that extend survival and
improve patient experience. Traditional approaches, such as chemotherapy, extend patient survival but
also bring high side effect burdens and complex combination treatment regimens.
Whilst individualised treatments and target therapies have improved outcomes for some types of
cancer, many types of cancer have insufficient treatment options and rely on drugs that have remained
unchanged for decades. By targeting differentiated biological mechanisms, we aim to improve the
patient experience in terms of both survival and quality of life.
Group Strategic Report
for the year ended 31 December 2024
11
ValiRx Plc
Discovery
Optimisation
Phase 1
Phase 2
VAL301
Endometriosis
VAL401
Lung/pancreatic cancer
BC201
On hold
Dundee
University
CLX001
Triple Negative Breast Cancer
Imperial
Evaluation Agreement Terminated
StingRay Bio
Evaluation Agreement Extended
Evaluation Agreement Completed and subject to negotiation
On hold
VAL201 Prostate cancer
Preclinical
Clinical Assets (to be out-licenced)
VAL201 in prostate cancer
VAL201 is a short peptide being studied for the treatment of prostate cancer. The peptide structure is
inspired by the structure of the naturally occurring androgen receptor and is designed to intercept and
prevent the binding of the androgen receptor to SRC kinase; an enzyme implicated in cancerous cell
growth pathways. By preventing the androgen-mediated activation of SRC kinase, VAL201 can prevent
cancerous cell proliferation (or growth) without interfering with other functions of the androgen receptor
or SRC kinase. This precision method, mimicking a natural process, proposes a high specificity of cancer
treatment, with a lower side effect profile.
VAL201 has completed a Phase 1/2 clinical trial in the UK, investigating the effects of different dose levels
of the drug to establish the safety, tolerability and first indications of disease impact. VAL201 was the
subject of a Letter of Intent to sub-license to TheoremRx Inc. with finalisation subject to a successful fund
raise by TheoremRx, targeted to be completed before end-June 2024. The LoI was amended in October
2024 to limit exclusivity until 31 December 2024 with a final extension granted on December 31 until
May 31.
Post period the letter of Intent was terminated by ValiRx following notification by TheoremRx of a
decision not to proceed with an amendment to the LOI to return the territory of Taiwan and maintain
exclusivity in exchange for a non-refundable payment of $200,000.
VAL201 will be placed in a Special Purpose Vehicle with other Prostate cancer applied assets, new
IP filed to extend patent life. A limited series of preclinical testing will be performed to demonstrate
improved preclinical performance and position for licensing.
VAL401 in adenocarcinoma
VAL401 is the reformulation of the established anti-psychotic drug risperidone. Formulated into a
lipid-filled capsule for oral, once daily administration, VAL401 enables an anti-cancer activity, via cancer
cell metabolism enzyme, Hydroxysteroid-dehydrogenase type 10 (HSD10), not seen with conventional
risperidone.
VAL401 has completed a pilot Phase 2 clinical trial, treating patients with end-stage non-small cell lung
cancer. These patients demonstrated a statistically significant improvement in overall survival from
diagnosis over case-matched control patients in the same clinics; and showed improvements in quality of
life during treatment.
Identifying quality of life improvement in nausea, pain and appetite, has identified pancreatic
adenocarcinoma to be a preferred disease to assess in the next clinical trial of VAL401.
VAL401 is subject to an Option Agreement, extended until June 2025, with Ambrose Healthcare which
details the proposed sub-license of the project from ValiSeek to Ambrose. This sub-license is subject
Group Strategic Report
for the year ended 31 December 2024
12
ValiRx Plc
to upfront and milestone payments totalling a value of up to £16 million plus royalties; and covers
the period remaining in the development and commercialisation of VAL401 as a treatment of cancer
patients.
CLX001 in triple negative breast cancer
Triple negative breast cancer accounts for 15% of breast cancers. However, this type of cancer requires
new research, as it is more aggressive, harder to treat and more likely to return.
CLX001 is a peptide in a nanoparticle formulation and is designed for precision destruction of cancer
cells to avoid excessive side effects. CLX001 is at the preclinical trial stage in the drug development
process. The investigation of the candidate peptide with a battery of in vitro and in vivo tests concluded
that there was good evidence of biological activity and a strong rationale for further development.
CLX001 has been developed into freeze dried nanoformulation, an essential step for continued
evaluation. Biological activity has been confirmed in Inaphaea’s lab using a range of cell lines. Cytolytix
also received funding for a pilot study in prostate cancer cells via a collaboration with the Open
University. Encouragingly, the results demonstrated increased activity of CLX001 under low oxygen
conditions often seen within tumours. This collaboration has led to additional non-dilutive grant funding
applications in prostate cancer and is a good opportunity to expand evaluation of our therapeutic
approaches outside of our internal women’s health focus.
Additional formulation options are being examined with the aim of identifying application specific
versions to target various routes of administration with new IP anticipated to be filed post period in Q2
2025. Lead formulation selection and confirmation of biologically activity are expected by the end of
H1 2025, followed by a full preclinical programme including manufacturing, toxicology, disease impact
and Investigational New Drug enabling studies as well as regulatory activities. In parallel, combination
therapy studies with small molecule chemotherapeutics and immune-oncology approaches are planned
for H2 2025.
Preclinical Projects Under Evaluation
University of Barcelona, KRAS2 Evaluation Project
As part of a broader collaboration agreement with Barcelona University signed in June 2023, a barrage
of in silico and in vitro tests were used to assess the “KRAS2” series. After expanding the series of
molecules through in silico study, a selection of candidates were synthesised and tested for anti-cancer
activity as a monotherapy and in combination with standard chemotherapy agents within the laboratory
at Inaphaea BioLabs.
Although initial results showed promise, the development programme was deemed to be at an early
stage and did not meet developability timelines, so the project was returned to the university researchers
for further development, with no further financial commitment from the ValiRx. The parties have agreed
to terminate the current collaboration agreement and revert responsibility for maintaining the intellectual
property to Barcelona University as announced 26 September 2024.
Imperial College London
Initiated in March 2024, the Agreement specifically focused on investigating a lead series of dual-kinase
inhibitor candidates that show promise in reversing resistance to current standard of care therapeutics in
ovarian and other types of cancer. Importantly, a similar approach has already been validated in clinical
studies with other assets across a range of tumour types and it holds significant potential as a novel
combination treatment.
Chemical synthesis of the lead molecules was commissioned in March 2024 and efficacy testing
performed at Inaphaea. A drug-resistant cancer cell line was developed at Inaphaea to support the
project which had cis-platin resistant ovarian cancer as its primary indication.
Although initial results showed promise, the development programme is at an early stage, and the
Company decided to return the project to the university researchers for further development, with
no further financial commitment from the Company. The parties agreed to terminate the current
collaboration agreement and revert responsibility for maintaining the intellectual property to Imperial
College London as announced 24 February 2025.
Group Strategic Report
for the year ended 31 December 2024
13
ValiRx Plc
University of Dundee Evaluation Project and Over-arching Agreement
In February 2025, the first evaluation agreement under a new over-arching agreement was signed with
the University of Dundee. This agreement is scheduled to be active for a period of five years, during
which time, the Company will have the opportunity to review research projects from the Dundee Drug
Discovery Unit in areas aligned with the strategy of ValiRx with a view to initiating additional evaluation
projects on pre-defined terms.
The first Evaluation Agreement under the framework focuses on investigating a lead series of pro-
senescence inducing compounds. Senescence in a state in which cells stop dividing and pro-senescence
drugs can be used in combination with “senolytic” compounds or immune activation in order to
remove the senescent cells. As such, pro-senescence drugs offer natural partnering opportunities for
commercialisation. Several compounds across multiple series provided by Dundee have been screened
using an assay developed at Dundee and transferred to our tCRO® Inaphaea. This process was used to
identify the best compound to take forward into in-silico screening to better understand the mechanism
of action.
This work builds upon previous ground-breaking research by Dundee and Barts Charity funded research
by Prof Cleo Bishop, Professor of Senescence and Director of the Queen Mary University London
Phenotypic Screening Facility. Post period in January 2025, ValiRx agreed a one-year extension with the
University of Dundee until 9 February 2026 to continue the mechanism of action studies with the research
group of Professor Bishop, supported by a £50,000 grant from the Queen Mary University London Impact
Fund and £9,000 from ValiRx.
StingRay Bio Evaluation Project
Initiated in November 2023, the Company has an agreement with StingRay Bio Limited. This agreement
proposes the evaluation of a lead series of molecules which has been developed using a target-based
drug design approach, to create novel candidate drugs for kinases with well-validated links to cancer.
Under the agreement, the Company has carried out a defined series of preclinical tests on the molecules
through 2024 to validate the technology and determine suitability for commercialisation.
The Stingray evaluation was completed on time in December 2024 and further Medicinal Chemistry
optimisation was required to progress the asset. Further negotiations are underway to progress this
asset with Stingray.
BC201 in Covid-19
Coronavirus SARS-CoV2 is the causative pathogenic virus of Covid-19. This highly contagious virus causes
Acute Respiratory Distress Syndrome (ARDS) in many patients, which can lead to hospitalisation and
death.
The pandemic was declared in March 2020, and the world is now fully aware of the prevalence and
serious nature of the virus. This project is on hold.
Patients displaying ARDS can respond well to supportive treatment including administration of positive
pressures of oxygen, however, despite this, a proportion still go on to experience more severe symptoms.
These symptoms are believed to be caused by the significant, multi-organ damage that can be caused
by an excessive response of the immune system, even after the viral infection has reduced. This is known
as a hyperimmune response.
BC201 is a combination of the peptide ingredient of VAL201/VAL301 with complementary active
components to dampen this excessive immune response and consequently improve severe symptoms of
Covid-19.
The theoretical action of the peptide is two-fold: by blocking the Androgen Receptor mediated activity
of SRC Kinase, the peptide is postulated to down-regulate the expression of TMPRSS2 a transmembrane
protein believed to be required for Coronavirus cell entry; and by directly dampening the immune
response.
BC201 has been deprioritised pending development of VAL201 new formulation.
Group Strategic Report
for the year ended 31 December 2024
14
ValiRx Plc
Translational Research Organisation (tCRO®)
ValiRx’s strategic moved towards a more integrated approach to early-stage drug development through
its wholly owned subsidiary tCRO®, Inaphaea biolabs. By moving away from a fragmented model of
outsourcing to various contract research organizations (CROs), the company aims to create a cohesive
translational drug development service.
This shift can offer several advantages:
•
Access to Advanced Technologies: The acquisition of technologies, such as patient-derived cells
from Imagen Therapeutics, expands ValiRx’s capabilities and enhances its offerings, positioning the
company as a more attractive partner in the biotech space.
•
Cost Savings: In house pipeline development at favourable FTE rates compared to outsourcing and
discounted partnered service access.
•
Increased Efficiency: By consolidating testing and development under one umbrella, ValiRx can
reduce delays caused by coordinating between multiple CROs. This can lead to faster timelines for
bringing new therapies to market.
•
Enhanced Quality Control: A single point of management allows for consistent quality oversight and
better alignment with the company’s standards and goals.
•
Stronger Collaborative Networks: Through collaborative services agreements, ValiRx can
streamline access to services but also leverage expertise and resources of industry partners,
enhancing the overall development process.
Overall, this strategic realignment positions ValiRx to better meet pipeline development as well as service
client demands while fostering innovation and collaboration within the industry. Inaphaea’s partnership
further enriches this ecosystem by providing access to a broader client base, creating mutual benefits
and expanding market reach.
Throughout 2024, Inaphaea integrated service approach has delivered on two key objectives.
The first is to service the expanding internal ValiRx pipeline. This has been achieved through provision of
rapid and flexible initial assessment for each of the evaluation projects as well as a significant amount
of development work for Cytolytix. In addition, the partner network established as part of the tCRO®
service offering has been utilised for peptide formulation of CLX001 and in-silico toxicity screening of the
Stingray compounds.
As part of its second objective, revenue generation, Inaphaea broadened its marketing activities into the
US. The Bio International Convention generated 23 leads as part of an expanding deal pipeline. In the
same month, the first US customer signed up with a multi-stage, revenue generating contract leveraging
both RNA-sequence data and bespoke screening using Inaphaea’s Patient Derived Cell (PDC) bank. The
deal was enabled by the scientific insight and technical expertise of the Inaphaea team and addresses
the rapidly growing immune-oncology sector of the market. The specialist services required by the client
builds on the PDC cells to provide both 2 dimensional and 3-dimensional cell systems grown in co-culture
with human immune cells to model human disease states.
A second contract, with a total potential value of over £100k, focussed on Triple Negative Breast Cancer
PDCs, builds on biobank development work carried out to support the in house Cytolytix program was
signed in November 2024.
Group Strategic Report
for the year ended 31 December 2024
15
ValiRx Plc
Service and Product Pipeline
Collaborative translational
services for academia
Service Revenues
Service and collaborative development
pipelines
Advanced preclinical capabilities:
•
High content data generation
•
Large scale data curation and analysis
•
Application of comprehensive
biological insights
•
Women’s Health & Oncology
specialism
Reducing risk in clinical trials
Licencing Revenues
ValiRx – focussed on academic
translation to develop preclinical assets
for longer term returns
Inaphaea – focussed on short term
revenue generating services & products
The Collaborative Services model that Inaphaea is developing with partners presents the opportunity
for clients to access a wider range of services seamlessly through a single master services agreement.
These partner companies have agreed to collaborate by offering their services to Inaphaea clients and
by introducing their established clients to Inaphaea’s cell-based assays. Partners offering ex-vivo and in-
vivo models can deploy Inaphaea’s PDC models.
This enables the implementation of the tCRO® to commence through collaborative methods, whereby the
clients benefit from the continuity provided by one service provider but accessing the breadth of highly
specialised expertise of the group.
Agility Life Sciences
Agility develops formulations to overcome the problematic properties of the molecule making sure that
these products are fit for the current and future purpose. These formulation specialisms include oral,
ocular, intravenous, intranasal, topical and subcutaneous products.
Altus Formulation
Altus Drug Development designs, develops and delivers Value-Added Medicines based on a range of
proprietary drug delivery technologies including SmartCelle micellar technology and MicroSpheres+
immediate and modified release particles to enable efficient bioavailability-enhancing formulations for
oral and intranasal drug delivery.
BioReparia
BioReperia has a unique in-vivo ZTX® platform (zebrafish tumour xenograft), with this platform, and their
in-vivo toxicology services, it is possible to accelerate drug discovery.
DefiniGEN
DefiniGEN is a game-changing company headquartered in Cambridge, UK, with a mission to navigate
drug development programs through uncertain terrain, minimising risk while reducing costs and paving
the way for a more efficient and effective future in the field of drug discovery. The technology is
revolutionising liver models for efficacy and toxicology screening, utilising a platform that enables the
large-scale generation of hepatocyte-like cells (Opti-Heps) with functional relevance comparable to
human primary cells.
DLOC
DLOC are developing a unique in-vitro 3D human-on-chip platform which utilises microfluidic biochips
comprising proprietary ultrathin 3D porous scaffolds to create accurate biomimetic models of mammary,
pancreatic, renal and other ductal tissues.
Group Strategic Report
for the year ended 31 December 2024
16
ValiRx Plc
Dominion
Dominion provides pharmaceutical companies with highly predictive patient-derived 3D tumoroid models
and assays, ultimately improving clinical trial success rates and accelerating the development of effective
cancer therapies.
Histologix
Histologix is a leading provider of professional histology services immunohistochemistry and contract
histopathology in a range of species from early discovery and regulatory preclinical toxicology through
to clinical trials. The Histologix team is experienced in taking samples from wet or frozen tissue through
to slide, ensuring optimum presentation of regions of interest.
Ignota
Ignota Labs specialises in AI toxicity prediction. Their services combine the best of technology and
people with expert scientists operating world-leading AI tools. Their tools provide complex machine-
learning outputs, which are distilled by expert scientists into powerful insights and guidance to support
your drug discovery programme.
Inspiralis
Inspiralis’s aim is to provide pharmaceutical companies, academic researchers and others involved in
drug development, with the necessary tools to aid in the preclinical development of novel anti-infective
and anti-cancer compounds. Either through the use of their easy-to-use assay kits or through their
contract research services. These services include compound screening (hit identifications), IC50s to
evaluate the outcomes of hit-to-lead and lead optimisation endeavours, mode of action studies and
custom protein production.
OncoBone
OncoBone representatives have a long history of working in CRO business and a large global network of
high-quality CRO partners. OncoBone now offers this expertise to our clients as a Virtual CRO combining
services that stretch further into the drug development pathway than Inaphaea’s in-house capabilities.
Physiomics
Provided by our collaboration partner Physiomics, data generated by Inaphaea may be seamlessly
integrated into the Physiomics modelling capability for biological modelling and advanced data
interpretation.
ScreenIn3D
ScreenIn3D has a proprietary UpScale3D lab-on-a-chip technology with associated image analysis
software, offering preclinical in-vitro research and drug screening services based on in-vitro 3D models.
Spanios
Spanios provides advanced preclinical drug testing using patient-derived 3D tumoroid (PDT) platforms
and bringing patient diversity and biological complexity of solid tumors to therapeutic validation as well
as to the earliest stages of drug discovery.
Xenopat
Xenopat offers its Patient-derived xenografts, several orthotopic models of different tumour types,
characterized at histological and genetic levels, with different sensitivity to diverse chemotherapies, to
researchers for drug development.
Group Strategic Report
for the year ended 31 December 2024
17
ValiRx Plc
Zebrafish model
Mouse model
Organoid model
Tumoroid model
Patient Derived model
Group Strategic Report
for the year ended 31 December 2024
18
ValiRx Plc
MANAGEMENT TEAM AND BOARD OVERVIEW
ValiRx comprises a multi-disciplinary team of scientists, technologists and business leaders, committed
to providing the framework required for successful drug development. Collaboration is the key to making
this happen; each member of the ValiRx team plays a vital role in the strength and success of company
programmes, which are focused on achieving the improved outcomes and quality of life for patients, in
the most effective and efficient way.
Board
Dr Mark Eccleston
Chief Executive Officer (appointed 12 August 2024)
Mark is a polymer chemist and biotechnology entrepreneur with over 30 years experience working in
translation science in both drug and biomarker development. Mark is a former BBSRC Enterprise fellow
and holds an MBA (Entrepreneurship).
He is an inventor on over 30 patents ranging from peptide and CAR-T dell therapies to nucleosome
enrichment as well as biodegradable chewing gum.
Gerry Desler
Chief Financial Officer and Company Secretary (appointed May 2006)
Gerry is a chartered accountant, who qualified in 1968 with a City firm, before becoming a partner (1970)
and Senior Partner (1985). During his time in the City, he has specialised in consultancy work, much of it
involving funding and venture capital.
Gerry was previously the Finance Director of Premier Management Holdings plc, an AIM listed company
and is on the board of a number of private companies. Gerry also held the position as Company
Secretary at the AIM listed company Prospex Energy PLC.
Martin Gouldstone
Non-Executive Chairman (appointed 22 April 2024)
Martin has over 30 years’ experience in the Pharmaceutical sector with senior commercial roles across
drug discovery, clinical CROs, and corporate Finance M&A.
During the period, Martin served as CEO of Oncimmune Holdings Plc, an AIM listed Biotech company and
as a director on the Board of hVIVO Plc, a viral challenge business which is also AIM listed.
Dr Cathy Tralau-Stewart
Executive Director (appointed 25 July 2024; resigned 31 March 2025)
Cathy is an experienced therapeutics development scientist and pharmacologist. Working within some
of the world’s leading pharma and academic research establishments she has developed a broad
knowledge of drug discovery and the translation of early research innovation into developable drug
discovery programs. Cathy is an Executive Director of The Milner Therapeutics Institute, University of
Cambridge. Post Period Cathy stepped down as an Executive Director and CSO to become a Non-
executive Director.
Adrian de Courcey
Non-Executive Director (appointed 22 April 2024; resigned 31 March 2025)
Adrian is a seasoned business executive with experience in both corporate and entrepreneurial
environments in the UK and internationally. He began his career with KPMG and held strategy roles
with Shell and Johnson & Johnson. Adrian has experience within the SME sector and helped transform a
transport business to become the fastest-growing company in its sector and introduced the first fast-
charging electric buses to the UK.
Group Strategic Report
for the year ended 31 December 2024
19
ValiRx Plc
Management Team
Mr Mark Treharne
Corporate Development Manager
Mark has built a solid career in the City since 2011, focusing on Corporate Broking and Equity sales across
various firms, including Daniel Stewart, Northland Capital Partners, and Pello Capital. His expertise lies
in enhancing ValiRx’s company reputation in the city, identifying new therapeutic assets for the ValiRx
portfolio, and overseeing contract negotiation and management.
In addition to his primary responsibilities, Mark has expanded his role to include marketing activities. He
coordinates with our PR agency, manages the Investorhub interactive website, ensures compliance with
Article 26, and oversees IT service providers. His multifaceted approach not only strengthens ValiRx’s
market presence but also streamlines operations across different departments.
Mr Kumar Nawani
Head of Operations
Kumar has been working over 20 years in international trade, client & vendor management, business
development, brand development, e-commerce, procurement, IT management & compliance roles with
established public and private companies in the UK and previously in Hong Kong. Kumar has been with
the ValiRx Group since January 2008 as an active member of the ValiRx management team.
Zai Ahmad
Preclinical Project Manager
Zai has over 25 years’ experience in the life science industry. Originally in Neuroscience, looking at
synaptic junctions associated with memory and neurotransmitter release and pathways associated with
Parkinson’s Disease and cardiovascular regulation. Zai moved to oncology as an opportunity to be closer
to patients and to have a direct impact on patient survival. Working at the Institute of Cancer Research
(ICR) for 14 years, Zai established a specialism in xenograft and transgenic models for use in drug
development.
Dr Andrew Carnegie
Head of Strategic Commercial Development
Andrew has been working in the area of business development since 2006, after finishing a Ph.D. in Cell
& Molecular Biology and a PostDoc studying Dopamine Receptors. During his career, he has worked for
companies in the R&D space, preclinical and biomarkers for clinical support, winning multiple back to
back sales awards in several companies. Company history includes: Organovo for 3D cell technologies,
Aptuit for preclinical services projects and Millipore for early-stage screening studies. Since moving into
Business Development, Andrew has never lost his passion for science and science-based technologies,
and that forms the basis of his approach when talking with project partners.
Post Period Changes
A full strategic review was implemented in Q3 2024 to enhance operational efficiency and reduce
overheads. A notification of formal redundancy processes initiated in Q4 completing in Q1 2025 with the
loss of three positions held by Zai Ahmad, Andrew Carnegie and Kumar Nawani. We also terminated
employment for one of the Inaphaea senior Scientists. In addition, a new position for Director of Research
was created to replace the part time CSO position formerly held by Dr Cathy Tralau-Stewart. Together
with the board changes and the creation of a new technician role at Inaphaea post period we have
a lean, interdisciplinary team of just 9 employees and board members with forward savings of around
£200,000 in salary costs.
Group Strategic Report
for the year ended 31 December 2024
20
ValiRx Plc
Michelle Barnard
Director of Research
Michelle is an experienced biologist and drug discovery scientist with 19 years of expertise in both small
molecules and biotherapeutics development. She has knowledge across the pharmaceutical, academic,
not-for-profit, and biotechnology sectors in developing therapeutics for oncology and rare diseases.
Michelle joins ValiRx having worked as a Senior Scientist for nearly 10 years at Cancer Research Horizons
(CRH), the innovation engine complementing Cancer Research UK’s network of academic researchers and
as a freelance consultant for CRO specialist, DefiniGEN.
Post period, Michelle will be heading up ValiRx’s scientific programmes and co-ordinating client projects
with Inaphaea BioLabs, providing technical and commercial expertise and scientific oversight.
Scientific Advisors
ValiRx retains the services of a core team of advisors to provide expert opinions on all pipeline projects
in a wide range of therapeutic areas. The Science Advisory Board (SAB) met twice in 2024 to critically
review all projects and identify future trends in biomedical research, in addition to holding meetings with
individual members of the ValiRx team in between.
The core team of advisors for the period is summarised below, with additional consultancy from other
individuals obtained as required:
Dr Wilson Caparrós-Wanderley (Independent Consultant)
Dr Wilson Caparrós-Wanderley is a pharmaceutical executive with 25 years’ experience in biomedical
R&D. He obtained a first degree from the University of Barcelona and a PhD from the University of
London. Upon receiving his PhD in the 90’s, he completed postdoctoral fellowships at King’s College
London and Imperial College before moving to industry. During this time, he worked on viral vaccines,
gene therapy vectors, cancer treatments and immunomodulatory therapies.
In the mid 2000’s Dr Caparrós-Wanderley was appointed Chief Scientific Officer of PepTcell Ltd (later
the SEEK Group). During his 11-year tenure as CSO, he oversaw the expansion and progression of the
company’s intellectual property into viable vaccine, respiratory and oncology therapies. At the time of his
leaving SEEK in 2015, the company had two pharmaceutical products in the market and several others in
late stage of development. Dr Caparrós-Wanderley has authored multiple patents, scientific articles and
book chapters and has been an invited speaker at conferences and WHO events. He is currently acting
as a consultant to the biopharmaceutical industry.
Dr Christophe Chassagnole (Physiomics PLC)
Christophe is a Biochemist and Systems Biologist (Pathway modelling) by training. After completing his
PhD, he had held a number of academic positions in metabolic engineering, before joining Physiomics
in 2004 where he leads the science and oversees customer projects. Physiomics provides consulting
services in PK/PD and other mathematical modelling including to large pharmaceutical companies.
For ValiRx, Physiomics have performed two large projects, which have also included working with Mark
Eccleston during his historic position at ValiRx:
–
Systems biology project (apoptosis model) to validate potential GeneICE targe t (Go/No Go decision).
–
PK/PD modelling to support VAL201 development, initially preclinical modelling and first in man dose
prediction, project has resumed with availability of clinical data.
Professor Paul Taylor (University of Leeds)
Professor Paul Taylor is part of the Chemical Biology & Medicinal Chemistry research group and a
member of the Astbury Centre for Structural Molecular Biology at the University of Leeds. Paul is also
a Pro-Dean in the Faculty of Engineering & Physical Sciences. He is an experienced leader in Higher
Education where he seeks to build effective, collaborative teams to drive innovation.
Group Strategic Report
for the year ended 31 December 2024
21
ValiRx Plc
Paul’s research career is marked by transdisciplinary, collaborative projects and he has published widely
with colleagues from Biological Sciences, Engineering, Medicine and Social Sciences as well as within
his core discipline of Chemistry. Paul’s current research interests include molecular evolution and cancer
therapy, where he uses a combination of computational and experimental approaches.
Professor Martin Ulmschneider
Professor Ulmschneider is a Professor of Computational Chemistry in the Department of Chemistry at
King’s College London. Martin studied Physics at Oxford University, followed by a DPhil at the Laboratory
of Molecular Biophysics working on membrane protein simulations. International fellowships from
the Wellcome Trust, Human Frontiers (Short Term), and the EU (Marie Curie) allowed him to work on
membrane protein folding and membrane active peptides at the Indian Institute of Science in Bangalore,
the University of Rome La Sapienza, Oxford University, Utrecht University, the University of California,
Irvine, and Birkbeck College, London, before becoming an Assistant Professor at Johns Hopkins University
working on biomaterials.
He joined the Department of Chemistry at King’s in 2017 and is currently working on membrane
active peptide design for diagnostic and therapeutic applications. Martin is a scientific founder and
shareholder in CytoLytix and works to support CytoLytix as a scientific consultant.
Dr Gareth Griffiths
Gareth holds a PhD in Immunology/oncology from the University of Birmingham and is now a scientific
specialist in the isolation and growth of patient derived tumour cells. He has several years postdoctoral
experience at the University of Manchester which was followed by a role as a specialist in high content
imaging assay development at AstraZeneca.
Following this, he cofounded Imagen Therapeutics, a company providing a CRO service to pharma and
biotech. An entrepreneurial driven scientist, he developed Imagen successfully over a 14 year period. He
has proven expertise at every level of developing a company, encompassing commercial activities all
the way to scientific project delivery. Combining his knowledge of advanced cell image analysis, patient
derived tumour development and expertise in Immunology, he is now working to support Inaphaea as a
scientific consultant.
Post Period the Scientific Advisory Board was dissolved and a new broader Advisory board established.
Dr Gareth Griffiths and Professor Martin Ulmschneider are joined by Dr Andrew Carnegie and three
new members bringing a range of scientific, commercial and regulatory expertise in both human and
veterinary medicine. A key objective for the new advisory board is to review and aid in the positioning of
current, as well as future, assets for partnering across human and animal health applications.
Dr Sheuli Porkess
Dr Sheuli Porkess is a pharmaceutical physician with expertise across pharmaceutical medicine including
medical affairs, clinical development and health & life science policy. Sheuli is a Director of Actaros
Consultancy Ltd and is the current President of the Faculty of Pharmaceutical Medicine alongside holding
a number of other advisory roles.
Sheuli’s career began in clinical medicine in the NHS and subsequently has included a number of medical
leadership roles at a national, regional and international level. She has held Medical Director roles for
pharmaceutical companies in the Netherlands, Nordics and UK including the Global Head of Quality
Management for Medicine and Regulatory, for Boehringer Ingelheim in Germany.
Sheuli is a Fellow of the Faculty of Pharmaceutical Medicine and a Fellow of the Royal College of
Physicians of London.
Group Strategic Report
for the year ended 31 December 2024
22
ValiRx Plc
Dr Heather Wilson Robles
Dr. Heather Wilson-Robles received her DVM from the University of Tennessee in 2003. She completed an
internship in Small Animal Medicine and Surgery at the University of Minnesota in 2004 and a residency
in Medical Oncology at the University of Wisconsin-Madison in 2007.
Dr. Robles joined the Veterinary Small Animal Clinical Sciences Department at Texas A&M University in
2007 as a Clinical Assistant Professor, converted to a tenure track position in 2008 and was awarded
tenure in 2014. She held the rank of Professor and served as the assistant department head of research
before joining Ethos Discovery and The Oncology Service (an affiliate of United Veterinary Care) in 2022.
Dr. Robles’ research includes bench-based discovery targeting tumour initiating cells while exploiting
common druggable pathways between canine and human cancers, diagnostic development in the area
of Nucleosomics® and clinical research using dogs as a model for paediatric cancer. She was recently
awarded the TVMA Medical specialist of the year award and is the President of the Veterinary Cancer
Society.
Dr Simon Wheeler
Simon Wheeler, BVSc, PhD, DECVN, MBA, FRCVS, graduated from the University of Bristol and is a
European specialist in veterinary neurology. He was a house surgeon at the University of Glasgow before
he went on to complete a PhD in neurology at the University of London. Subsequently, he held faculty
positions at North Carolina State University and The Royal Veterinary College.
He has been made a fellow of the Royal College of Veterinary Surgeons for meritorious contributions to
learning in neurology. He was also a founder member and subsequent president of the European College
of Veterinary Neurology. Simon is a former member of Novartis Ventures tasked with finding Veterinary
medicine investments and now an Independent Animal Health and Veterinary Consultant.
Group Strategic Report
for the year ended 31 December 2024
23
ValiRx Plc
STAKEHOLDER ENGAGEMENT AND COMMUNICATION
ValiRx maintains a strong communication process to standardise and improve shareholders’ experience
of communicating with the Company. ValiRx subscribes to Investorhub allowing direct shareholder
engagement with the company through an interactive portal for announcements, Q&A and active two-
way conversations between shareholders and management.
The Board recognises the importance of effective and timely communication with all stakeholders,
including shareholders, investors, innovators and staff. The business and science of biomedical
development can be complex and difficult to articulate in a clear and concise way through regulated
channels. The Company understands and encourages the desire of shareholders to ask questions about
scientific or corporate progress and is mindful of the need to ensure all shareholders have fair and
equal access to information about the Company, as required by the AIM Rules and the Market Abuse
Regulations.
Group Strategic Report
for the year ended 31 December 2024
24
ValiRx Plc
SECTION 172(1) STATEMENT
Each Director is required by the Companies Act 2006 to act in the way they consider, in good faith, would
be most likely to promote the success of the Company for the benefit of its members as a whole and in
doing so are required to have regard for the following:
–
the likely long-term consequences of any decision;
–
the interests of the Company’s employees;
–
the need to foster the Company’s business relationships with suppliers, customers and others;
–
the impact of the Company’s operations on the community and the environment;
–
the desirability of the Company maintaining a reputation for high standards of business conduct; and
–
the need to act fairly as between shareholders of the Company.
The Company adopted the Corporate Governance Code for Small and Mid-Sized Quoted Companies
from The Quoted Companies Alliance (the “QCA Code”) in 2018 as an appropriate code of conduct for
the Company’s size and stage of development. In the Corporate Governance Report, on page 30 are
comments regarding the application of the ten principles of the QCA Code. Some s.172 considerations are
addressed in more detail in the Corporate Governance Report.
The Board considers the Company’s major stakeholders to include employees, suppliers, partners and
shareholders. When making decisions, the interest of each stakeholder group individually and collectively
is considered. Certain decisions require more weight attached to some stakeholders than others and
while generally seeing the long-term interest of the shareholders is of primary importance, the Directors
consider those interests are best served by having regard to the interests of the other key stakeholder
groups and, in fact, to all the s. 172 considerations.
Long-term value
The aim of all business resources allocation is to create long-term value through the management of a
balanced but dynamic portfolio of preclinical projects for development towards clinical readiness and
partnering.
The Chairman and Chief Executive’s Report on page 5 describes the Company’s activities, strategy and
future prospects. Some s. 172 considerations are also addressed in the Chief Executive’s Report, including
the considerations for long term strategic development.
Our people
It is imperative that the core team has the right breadth of experience to manage all facets of early drug
development, including scientific, commercial and operational considerations. The Company has and will
continue to ensure appropriate training and engagement of employees to ensure successful delivery of
the strategy. Effective project management processes will be employed so that all employees are clearly
aware of the role they play in achieving the business objectives. As the number of employees grows the
Company will ensure that relevant processes and procedures will be extended for the benefit of all staff.
Group Strategic Report
for the year ended 31 December 2024
25
ValiRx Plc
Business relationships
ValiRx continues to maintain good relationships with its suppliers and customers for its tCRO products
and services by taking a collaborative approach and abiding by commercially acceptable business
terms that benefit all parties. The company has entered five evaluation and/or comarketing agreements
related to its Patient derived cell models and data sets with a further three agreements signed post
period.
Community and environment
At present, the Group’s impact on the community and the environment is modest but the Board
endeavours to ensure that the business and suppliers act in an ethically and in an environmentally
conscious manner. The Company is also committed to the 3R’s principles in all its preclinical studies and
has built additional capabilities in ex-vivo and in-silico testing through its partnerships.
Business conduct
The Board recognises its responsibility for setting and maintaining a high standard of behaviour and
business conduct. The Company operates within the QCA Code framework and complies with all relevant
regulatory requirements for developing new treatments for human use. The Company maintains a suite of
standard operating procedures (SOPs) that describe the management system. All employees are trained
regularly on these procedures. All material information is disseminated though appropriate channels
and is available to all stakeholders through the Company’s corporate presentations, news releases
and website, www.ValiRx.com. This is described in more detail in the Corporate Governance Report
Principle 8.
Shareholders
The Directors are committed to treating all shareholders equally. As part of its decision-making process,
the Board considers the interests of shareholders as a whole. All shareholders are provided with
equivalent information through RNS announcements, and the ValiRx website. The Company has also
introduced a regular Investorhub updates and Q&A process with shareholders to help improve clarity
of business activities in a timely manner. For more information see Principles 2 and 3 in the Corporate
Governance Report.
Group Strategic Report
for the year ended 31 December 2024
26
ValiRx Plc
PRINCIPAL RISKS AND UNCERTAINTIES
ValiRx is a biopharmaceutical development Company and, in common with other companies operating in
this field, is subject to a number of risks and uncertainties. The principal risks and uncertainties identified
by ValiRx for the year ended 31 December 2024 are below.
Risk Area
Description
Mitigation
Research and
development
The Company has embarked on a new
R&D strategy to develop preclinical
assets and may not be successful in
building a balanced pipeline of product
candidates for subsequent out-licencing.
High levels of business development
activity to identify a range of promising
candidates. Rigorous assessment and
selection processes for any candidate
entering the development pipeline.
Effective project management processes
and stage-gates to review suitability for
further development and eventual out-
licencing the Company utilises a range of
external scientific, regulatory and clinical
experts to help guide its development
programmes.
The progress of the development
programmes and identification of
commercial partners for clinical
development represents the best
indicator of performance.
Commercial
(current clinical
programmes)
Failure to complete out-licencing of
current clinical projects on acceptable
commercial terms. The strategic shift
towards projects at an earlier stage
means that ValiRx will no longer lead and
fund clinical studies. VAL201 and VAL401
will require out-licencing partners for
continued development.
The Company is vigorously pursuing
all business development avenues to
identify out-licencing options.
Commercial
(Inaphaea sales
and revenue
risks)
The Company’s strategy includes the
creation of a tCRO® with high growth
potential to generate income and
(in-part) provide financial support
to progress the internal preclinical
development pipeline. This was
completed with the question of the
assets from Imagen Therapeutics and no
further acquisitions are planned.
Building a customer base from the
ground up carries risks of slow uptake,
customer retention, reputational
risks from experimental science; and
commercial risks of slow payment from
successfully completed projects.
Product development risks include
maintenance of quality of products
provided
Extensive study of the competitive
landscape and intensive marketing
campaigns are enabling outreach. Use
of industry standard platforms such
as scientist.com and expansion of our
collaborator network including other
CROs offering related services but
utilising PDCs under license.
Ensuring products are developed and
tested to industry standard, with our in-
house and advisors being appropriately
trained to monitored and control quality.
Development of data sheets and
publication of exemplification data.
Group Strategic Report
for the year ended 31 December 2024
27
ValiRx Plc
Risk Area
Description
Mitigation
Cash flow
The cash required to continue
development of the preclinical pipeline is
greater than can be generated from the
tCRO®.
It is anticipated that out-licencing
of VAL201 and VAL401 will provide
additional reserves to support the
strategy. The Company will maintain an
efficient overhead structure to minimise
non-productive costs. The tCRO®
provides service and product revenues to
the ValiRx cash flow.
The preclinical development pipeline will
be balanced to ensure cash demands are
commensurate with that generated from
the tCRO®.
Regulatory
The Company’s operations are subject
to laws, regulatory approvals and
certain governmental directives,
recommendations and guidelines relating
to, amongst other things, product health
claims, occupational safety, laboratory
practice, the use and handling of
hazardous materials, prevention of illness
and injury, environmental protection and
human clinical studies. There can be no
assurance that future legislation will not
impose further government regulation,
which may adversely affect the business
or financial condition of the Company.
The Company manages its regulatory
risk by working closely with its expert
regulatory advisors and, where
appropriate, seeking advice from
bodies on regulatory risk relevant to the
Company’s programmes and activities.
Intellectual
property
The Company’s success depends on its
ability to obtain and maintain protection
for its intellectual and proprietary
information Patent applications may not
be granted, and existing patent rights
may be successfully challenged and
revoked.
The Company invests in maintaining
and protecting this intellectual property
to reduce risks over the enforceability
and validity of patents. The Company
works closely with its legal advisors and
obtains where necessary opinions on the
intellectual property landscape relevant
to all programmes and activities.
Operational
The Company’s development and future
prospects depend to a significant
degree on the experience, performance
and continued service of its senior
management team, including the
Directors.
The unplanned loss of the services of
any of the Directors or other members
of the senior management team and the
costs of recruiting replacements may
have a material adverse effect on the
Group and its commercial and financial
performance.
The Company has invested in its
management team at all levels. The
Directors also believe that the senior
management team is appropriately
structured for the Company's size and is
not overly dependent upon any particular
individual. The Company has entered
into contractual arrangements with these
individuals with the aim of retaining their
ongoing commitment.
Group Strategic Report
for the year ended 31 December 2024
28
ValiRx Plc
Risk Area
Description
Mitigation
Environmental
matters
The Board is committed to minimising the
Group's impact on the environment and
ensuring compliance with environmental
legislation. The Board considers that
its activities have a low environmental
impact. The Group strives to ensure that
all emissions including the disposal of
gaseous, liquid and solid waste products
are controlled in accordance with
applicable legislation and regulations.
Disposal of hazardous waste is handled
by specialist agencies.
The Group recognises its responsibility
towards the environment and in the way
it conducts its business. It works closely
with all its expert scientific advisors to
ensure its compliance with environmental
legislation and to ensure that all
emissions including the disposal of
gaseous, liquid and solid waste products
are controlled in accordance with
applicable legislation and regulations.
Key performance indicators
The Group’s KPIs include a range of financial and non-financial measures. The Board considers pipeline
progress, and in particular progress towards the clinic, to be the main KPI, and updates about the
progress of our research programmes are included in the joint Chairman’s and Chief Executive’s Report.
Below are the Financial KPIs considered pertinent to the business.
2024
£
2023
£
Cash balances
1,555,986
174,684
Research and developments, including related wages
704,662
846,224
Operating expenses, excluding R&D wages
1,516,784
1,423,539
ON BEHALF OF THE BOARD:
G Desler
Director, Chair Audit and Risk Committee
Date: 4 June 2025
Governance
Governance
for the year ended 31 December 2024
30
ValiRx Plc
The Board recognises that good corporate governance is essential to building a successful business that
is sustainable for the long term.
The Corporate Governance Statement that follows, explains how our governance framework works and
how the Company has applied the 10 principles of the QCA Code this year.
Corporate Governance Statement
The Board has adopted the Quoted Companies Alliance Corporate Governance Code (QCA Code). The
Board believes that this Code provides an appropriate and suitable governance framework for a Group
of our size and complexity.
We believe the Company is in full compliance with each of the 10 principles of the Quoted Companies
Alliance Corporate Governance Code (QCA Code) and that our governance framework ensures that
the Company operates effectively and with integrity. In 2024, the Company continued a number of
organisational and strategic changes that re-defined our purpose, values and culture. All changes were
implemented in full compliance with the principles of the QCA Code.
This Corporate Governance Statement addresses how the Group complies with each of the 10 principles
of the QCA Code.
Principle
How the Company complies
1. Establish a
strategy and
business model
which promote
long-term value
for shareholders
ValiRx is a biopharmaceutical company focused on developing novel medicines to
bring more advanced therapeutic options for the treatment of cancer and improve
patient experience.
For many years the Company has conducted research on a pipeline of early-
stage therapeutic candidates, that may prove in clinical trials to treat, among
other conditions, cancer safely and more effectively than currently used
chemotherapeutics, which act indiscriminately, attacking the whole body and
causing irreparable damage to normal cellular processes.
ValiRx has lead drug candidates at varying stages of development for multiple
indications. The Company’s business model focuses on out-licensing therapeutic
candidates early in the development process. By aiming for early-stage value
creation, the Company reduces costs considerably while increasing the potential
for realising value.
Governance
for the year ended 31 December 2024
31
ValiRx Plc
Principle
How the Company complies
2. Seek to
understand
and meet
shareholder
needs and
expectations
The Board is accountable to shareholders and other stakeholders and is ultimately
responsible for the implementation of sound corporate governance practices
throughout the Group. Our Board of Directors is committed to ensuring that the
Group adheres to high standards of corporate governance in the conduct of its
business.
The Board attaches considerable importance to providing shareholders with clear
and transparent information on the Group’s activities, strategy, and financial
position. Details of all shareholder communications are provided on the Group’s
website.
Private shareholders currently constitute the main body of investors in ValiRx. As
such, the Board regards regular and interactive meetings as a good opportunity for
shareholders to seek clarity on the Company’s activities. Virtual Q&A sessions are
now held on an ad hoc basis. The annual general meeting provides an additional
opportunity for shareholders to meet and discuss the Group’s business with the
Directors. Announcements on the Group’s half and full-year results presenting all
shareholders with an assessment of the Group’s position and prospects are found
on the website. Shareholders vote on each resolution, by way of a poll. For each
resolution we announce the number of votes received for, against and withheld
and subsequently publish them on our website.
The Directors actively seek to build a mutual understanding of objectives with
institutional shareholders. The Chair and CEO make presentations to institutional
shareholders and analysts immediately following the release of the full-year
and half-year results. We communicate with institutional investors frequently
through a combination of formal meetings, roadshows and informal briefings with
management.
The majority of meetings with shareholders and potential investors are arranged
by the Company’s broker. Following meetings, the broker provides feedback to
the board from all fund managers met, from which sentiments, expectations and
intentions may be gleaned.
In addition, Valirx has initiated a new interactive website feature through
Investorhub to keep our shareholders informed and engaged throughout our
journey. This new corporate website enables us to identify and understand our
investor base more clearly, allowing us to tailor communications that highlight
key milestones, clinical developments, and the value of our progress. This ensures
our shareholders remain aligned with our mission to deliver innovative solutions in
healthcare.
We also review analysts’ notes to achieve a wide understanding of investors’
views.
Governance
for the year ended 31 December 2024
32
ValiRx Plc
Principle
How the Company complies
3. Take into
account wider
stakeholder
and social
responsibilities
and their
implications
for long-term
success
The Board recognises its prime responsibility under UK corporate law is to promote
the success of the Company for the benefit of its members as a whole. The
Board also understands that it has a responsibility towards employees, partners,
customers, suppliers, and the patients who ultimately benefit from its research
and drug development programmes. Our corporate social responsibility approach
continues to meet these expectations. The Board also understands that it has a
responsibility to take into account, where practicable, the social, environmental
and economic impact of its approach.
Responsibility for the Company’s corporate activities lies with the Senior
Management Team ('SMT') who set the Group’s strategic approach and develop
key policies. The Company engages with stakeholders through a number of
channels, which include shareholder communications via the Regulatory News
service ('RNS'), the Company’s website and its Annual Report & Accounts, results
presentations and the Annual General Meeting and via interviews in the broadcast
media and attendance at investor shows around the country.
Corporate communication and shareholder engagement through these channels
not only gives shareholders a deeper insight into and understanding of the
Company’s activities and of its development, but it also invites feedback, either
face-to-face at such meetings or via email, on how the Company can improve its
communications with stakeholders to better support their needs. By so doing, such
engagement enables the SMT to more effectively work with stakeholders in the
future to their mutual advantage. The Board receives formal feedback from the
SMT on a quarterly basis on the nature of interaction with the stakeholders they
meet during each period.
The SMT comprises of the Chief Executive Officer and the Chief Financial
Officer who take leading roles in key strategic areas such as Gender, HR, and
Environmental Management. The SMT is also responsible for ensuring global
compliance with key internal and external policies including:
•
Anti-human trafficking and slavery policy
•
Diversity policy
•
Anti-corruption and bribery policy
•
Whistleblowing policy
•
UK modern slavery act.
4. Embed
effective risk
management,
considering both
opportunities
and threats,
throughout the
organisation
An important aspect of risk management is to put in place and consistently work
according to unambiguous Standard Operating Procedures (SOPs). A SOP is a
compulsory instruction to carry out a series of operations correctly and always
in the same manner, avoiding deviations or non-conformances to ensure that
the integrity of scientific investigations and drug manufacture are consistently
maintained.
ValiRx operates an internal Quality Management System (QMS) comprising 14
SOPs to comply with the most stringent quality standards expected of a drug
development company. Furthermore, the Company regularly audits its suppliers to
ensure the manufacturing process, quality process, and also the drug’s shipment
process all conform to the standard required.
Governance
for the year ended 31 December 2024
33
ValiRx Plc
Principle
How the Company complies
5. Maintain
the Board as a
well-functioning,
balanced team
led by the chair
Board Composition - The Board currently consists of two Executive Directors, a
Non-Executive Chairman, and one Non-Executive Director. Collectively the Board
has scientific, financial, legal, and business experience necessary to advance the
Company and apply corporate governance best practices. The Board is satisfied with
its composition and the balance between Executive and Non-Executive Directors.
These are:
Martin Gouldstone (Independent Non-Executive Chairman)
Dr Mark Eccleston (Chief Executive Officer)
Gerry Desler (Executive Chief Financial Officer)
Dr Cathy Tralau-Stewart (Non-Executive Director)
Role of the CEO
•
Leads and manages the day-to-day running of the Group’s business in
accordance with the business plans and within the budgets approved by the
Board;
•
Leads the management to ensure effective working relationships with
the Board by meeting or communicating on a regular basis to review key
developments, issues, opportunities and concerns;
•
Develops and proposes the Group’s strategies and policies for the Board’s
consideration;
•
Implements, with the support of the management team, the strategies and
policies as approved by the Board and its committees in pursuit of the Group’s
objectives;
•
Maintains regular dialogue with the Chairman on important and strategic
issues facing the Group, and ensures bringing these issues to the Board’s
attention;
•
Ensures that the management gives appropriate priority to providing reports
to the Board which contain relevant, accurate, timely and clear information
necessary for the Board to fulfil its duties;
•
Ensures that the Board is alerted to forthcoming complex, contentious or
sensitive issues affecting the Group;
•
Leads the communication programme with stakeholders including
shareholders;
•
Conducts the affairs of the Group in accordance with the practices and
procedures adopted by the Board and promotes the highest standards of
integrity, probity and corporate governance within the Group.
Role of the Non-Executive Directors
As members of the Board, all Non-Executive directors have key accountabilities,
which include the following:
•
Provision of leadership of the Company within a framework of prudent and
effective controls, which enable risk to be assessed and managed;
•
Setting the Company’s strategic aims, ensure that the necessary financial and
human resources are in place for the Company to meet its objectives, and
review management performance;
•
Setting the Company’s values and standards and ensure that its obligations to
shareholders are understood and met;
Governance
for the year ended 31 December 2024
34
ValiRx Plc
Principle
How the Company complies
•
Constructively challenge and help develop strategy, participate actively in
the decision-making process of the Board, and scrutinise the performance of
management in meeting agreed goals and objectives.
Independence
As recommended in the QCA Code, the Board will identify in the annual report each
Non-Executive Director it considers to be independent. The Board will determine
whether the Director is independent in character and judgement and whether there
are relationships or circumstances which are likely to affect, or could appear to
affect, the Director’s judgement. The Board will state its reasons if it determines
that a Director is independent notwithstanding the existence of relationships or
circumstances which are relevant to its determination, including if the Director:
•
Has been an employee of the Company or group within the last five years;
•
Has, or has had within the last three years, a material business relationship
with the Company either directly, or as a Director or senior employee of a body
that has such a relationship with the Company;
•
Has received or receives additional remuneration from the Company apart from
a Director’s fee;
•
Has close family ties with any of the Company’s advisers, directors or senior
employees;
•
Holds cross-directorships or has significant links with other directors through
involvement in other companies or bodies; or
•
Has served on the Board for more than nine years form the date of their first
election.
Role of the Board Committees
The Board has established three committees: remuneration, audit and risk and
nomination and governance. All of these committees have terms of reference,
which set out clearly their role, stating whether it is to take decisions or make
recommendations to the Board of Directors. These are available on the Company’s
website (see below).
6. Ensure that
between them
the directors
have the
necessary up-to-
date experience,
skills and
capabilities
Biographical details of the Directors & Management can be found on the
Company’s website at https://www.valirx.com/board-directors-and-management-
team
ValiRx seeks to recruit the best candidates at Board level and considers candidates
on merit and against objective criteria and with due regard for the benefits of
diversity on the Board (including gender), taking care that appointees have the
necessary experience and time available to allocate to the position. Each Director
appointed by the Board is subject to election by the shareholders at the first AGM
after their appointment. Following advice from the Nomination and Governance
Committee, the Board has concluded that each Director is qualified for election or
re-election.
The current Board members are individuals with extensive industry-specific
experience as well as professionals that bring to the Board the skill sets required
to meet its strategic, operational and compliance objectives. Their suitability
as Directors has therefore been determined largely on the basis of their ability
to deliver outcomes in accordance with the company’s short and longer-term
objectives and thus add value to shareholders.
Governance
for the year ended 31 December 2024
35
ValiRx Plc
Principle
How the Company complies
7. Evaluate
board
performance
based on clear
and relevant
objectives,
seeking
continuous
improvement
ValiRx considers that assessments of the performance of the Board, the Board
committees, the Chief Executive, the Company Secretary and each of the individual
Non-Executive Directors are pivotal to good corporate governance, bringing
significant benefits and performance improvements on three levels: organisational;
board and individual member level. Establishing an effective process for board
evaluation sends a positive signal to the organisation that board members are
committed to acting professionally.
Performance assessments are conducted annually across the board, applying a
matrix of key areas of focus to identify collective and individual strengths and
weaknesses within the Company for continuous improvement.
Board Composition
•
Appropriate ratio between Executive and Independent Directors;
•
Awareness of social, professional and legal responsibilities at individual,
company and community level; ability to identify independence conflicts;
applies sound professional judgement; identifies when external counsel should
be sought; upholds Board confidentiality; respectful in every situation.
•
Effective in working within defined corporate communications policies; makes
constructive and precise contribution to the Board both verbally and in written
form;
•
Negotiation skills to engender stakeholder support for implementing Board
decisions; and
•
Experienced with the mechanisms, controls and channels to deliver effective
governance and manage risks.
Effectiveness of the Board of Directors in:
•
Monitoring financial performance against agreed financial objectives;
•
Monitoring the implementation of the strategy approved by the Board;
•
Appointing, removing and monitoring the performance of the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer and Company Secretary;
•
Ensuring appropriate succession planning for Board members and senior
management via the Nomination and Governance Committee;
•
Approving and monitoring financial and other reporting;
•
Approving and monitoring major capital expenditure, capital management,
funding, acquisitions and divestments;
•
Overseeing risk management, control, accountability and compliance systems;
•
Setting standards of behaviour to enhance the reputation of the Company in
the market and the community;
•
Ensuring proper organisation and management so as to achieve conformity
goals across all aspects of the business;
•
Setting appropriate delegated powers between CEO and Board of Directors;
•
Ensuring quality and continuity of relations with the Group CEO, members of
Committees, managers and heads of control functions; and
•
Setting clear strategy for the Company reflecting goals short to mid-long term.
Governance
for the year ended 31 December 2024
36
ValiRx Plc
Principle
How the Company complies
7. Evaluate
board
performance
based on clear
and relevant
objectives,
seeking
continuous
improvement
(Cont)
Effectiveness of Executive Management in:
•
Implementing the strategic objectives set by the Board;
•
Operating within the risk parameters set by the Board;
•
Operational and business management of the Company;
•
Managing the Company’s reputation and operating performance in
accordance parameters set by the Board;
•
The day-to-day running of the Company;
•
Providing the Board with accurate, timely and clear information to enable the
Board to perform its responsibilities;
•
Interfacing with shareholders and stakeholders, Nomad and Broker; and
•
Approving capital expenditure (except acquisitions) within delegated authority
levels.
Structure and competency of Committees to:
•
Advise the Board on the suitability of external auditors and critical accounting
policies for financial reports, in particular the year end audited accounts, and
the Company’s risk management and internal control systems;
•
Provide independent and transparent pay arrangements linked to
achievements over a given period; and
•
Lead the Board appointment and succession planning process considering the
requirements of the Company.
8. Promote
a corporate
culture that is
based on ethical
values and
behaviours
The Board understands the importance of setting the right culture for a
biotechnology oncology-focused company specialising in developing novel
treatments for cancer that will provide a breakthrough into human health and
wellbeing through the early detection of cancer and its therapeutic intervention.
Moreover, it ensures that the Company’s strategies and requirements for
excellence and good governance are instilled into the culture of our business.
The Executive Directors interface regularly with all personnel within ValiRx. In this
way we encourage them to take responsibility for advancing their projects within
parameters and controls set by the Board. This approach creates a culture that
motivates and enables our personnel to develop and express their talents and
skills. Moreover, in the performance of its duties the Board listens to the views of
key stakeholders, including scientists, clinicians, regulators and suppliers and is
mindful of the potential impacts of decisions it makes.
Governance
for the year ended 31 December 2024
37
ValiRx Plc
Principle
How the Company complies
9. Maintain
governance
structures
and processes
that are fit for
purpose and
support good
decision-making
by the board
The Board of Directors, with the support of the Executive Management and
Committees, is ultimately responsible for establishing and maintaining good
standards of governance. This can be achieved by creating conditions that
enhance overall Board’s and individual Directors’ effectiveness in order that all key
issues are addressed, and sound decisions are taken in a timely manner.
Other responsibilities of the Board of Directors include:
•
Promoting effective relationships and open communication, and creates an
environment that allows constructive debates and challenges, both inside
and outside the boardroom, between Non-executive Director(s) and the
management;
•
Ensuring that the Board as a whole plays a full and constructive part in the
development and determination of the Group’s strategies and policies, and
that Board decisions taken are in the Group’s best interests and fairly reflect
Board’s consensus;
•
Setting, in consultation with the Chief Executive and Company Secretary, the
Board meeting schedule and agenda to take full account of the important
issues facing the Group and the concerns of all Directors, and ensures that
adequate time is available for thorough discussion of critical and strategic
issues;
•
Ensuring that the strategies and policies agreed by the Board are effectively
implemented by the Chief Executive and the management; and
•
Ensuring that there is effective communication with shareholders, and that
each Director develops and maintains an understanding of the stakeholders’
views.
Governance
for the year ended 31 December 2024
38
ValiRx Plc
Principle
How the Company complies
10. Communicate
how the
company is
governed and is
performing by
maintaining a
dialogue with
shareholders
and other
relevant
stakeholders
The Board recognises the importance of sound corporate governance.
The Board is satisfied with its composition. The Non-Executive Directors bring
a wide range of skills and experience to the Company, as well as independent
judgement on strategy, risk and performance. The independence of each Non-
Executive Director is assessed at least annually, and both are considered to be
independent at the date of this report.
Attendance at Board meetings
A minimum of ten Board meetings are held each year at which it is expected that
all Directors attend in addition to relevant Committee meetings, General Meetings
and the Annual General Meeting.
Where Directors are unable to attend meetings due to conflicts in their schedules,
they will receive the papers scheduled for discussion in the relevant meetings,
giving them the opportunity to relay any comments to board members in advance
of the meeting. Directors are required to leave the meeting where matters relating
to them, or which may constitute a conflict of interest to them, are being discussed.
The number of Board Meetings attended by each Director during the year was:
Director
Number of meetings held
whilst a board member
Number of meetings
attended
Gerry Desler
17
15
Martin Gouldstone
(appointed 22/04/24)
10
8
Dr Mark Eccleston
(appointed 12/08/24)
6
6
Dr Cathy Tralau-Stewart
(appointed 25/07/24)
7
6
Adrian de Courcey
(appointed 22/04/24;
resigned 31 March 2025)
10
9
Martin Lampshire
(resigned 17/10/24)
13
12
Dr Suzy Dilly (resigned 15/08/24)
11
10
Dr Kevin Cox (resigned 19/06/24)
10
9
Stella Panu (resigned 15/04/24)
7
6
Governance
for the year ended 31 December 2024
39
ValiRx Plc
Principle
How the Company complies
Matters reserved for the Board
•
Approval of the Group vision, values and overall governance framework;
•
Approval of the Company’s Annual Report and Accounts and Half Yearly
Financial Statements;
•
Approval of Group financial policy;
•
Approval to enter into discussions with Biotech companies reference potential
joint-partnering projects or licensing of Company’s preclinical and clinical
assets;
•
Approval of the Company’s long-term finance plan and annual capital budget;
•
Approval of any significant change in Group accounting policies or practices;
•
Approval of all circulars, listing particulars, resolutions and corresponding
documentation sent to shareholders;
•
Establishing committees of the Board, approving their terms of reference
(including membership and financial authority), reviewing their activities and,
where appropriate, ratifying their decisions;
•
Approval of this schedule of Matters Reserved to the Board.
The Board is responsible to the Company’s shareholders with its main objective
to increase the value of assets and long-term sustainability of the Company.
The Board reviews business opportunities and determines the risks and control
framework. It also makes decisions on budgets, Group strategy and major capital
expenditure. The day-to day management of the business is delegated to the
Executive Directors.
The Board meets monthly with agendas, Committee papers and other appropriate
information distributed prior to each meeting to allow the Board to meet its duties.
Effective procedures are in place to deal with conflicts of interest. The Board
knows other interests and commitments of Directors and any changes to their
commitments are reported.
In addition to the Executive Committee, the Board has established a Remuneration
Committee, an Audit and Risk Committee, and a Nomination and Governance
Committee, which also report into ValiRx’s Board.
The Executive Committee is in charge of the daily management of the Group
and is mandated to prepare and plan the overall policies and strategies of the
Company for approval by the Board. It may approve intra-group transactions,
provided that they are consistent with the consolidated annual budget of the
Company, as well as specific transactions with third parties provided that the cost
per transaction is within specified spending limits. It informs the Board at its next
meeting on each such transaction.
Governance
for the year ended 31 December 2024
40
ValiRx Plc
Principle
How the Company complies
Prior to the beginning of each fiscal year, the Executive Committee submits to
the Board those measures that it deems necessary to be taken in order to meet
the objectives of the Company and a consolidated budget for approval. This
committee comprises:
•
Dr Mark Eccleston (Chief Executive Officer)
•
Dr Cathy Tralau-Stewart (CSO, Non-Executive Director) – resigned 31 March
2025 and appointed as Non-Executive director
•
Gerry Desler (Executive Chief Financial Officer, Company Secretary)
The Audit and Risk Committee meets at least twice per annum and is responsible
for assisting the Board in carrying out its oversight responsibilities in relation to
corporate policies, risk management, internal control, internal and external audit
and financial and regulatory reporting practices. The Committee has an oversight
function, providing a link between the external auditors and the Board; it also
determines the terms of engagement of the Company’s auditors. The current
members of the Audit and Risk Committee are:
•
Gerry Desler (Executive Chief Financial Officer, Company Secretary)
•
Dr Mark Eccleston (Chief Executive Director)
•
Adrian de Courcey (Non-Executive Director) – resigned 31 March 2025
•
Cathy Tralau-Strewart (Non-Executive Director) – from 31 March 2025
The Remuneration Committee meets at least twice per annum to determine
and agree with the Board the framework or broad policy for the remuneration
of executive directors of the Company and advises on the overall remuneration
policies applied throughout the Company. The objective of this committee is to
attract, retain and motivate executives capable of delivering the Company’s
objectives. Agreed personal objectives and targets including financial and non-
financial metrics are set each year for the executive directors and other personnel
and performance measured against these metrics. The committee is made up of
Non-Executive Director(s), namely:
•
Martin Gouldstone (Non-Executive Chairman)
•
*Dr Mark Eccleston (Chief Executive Director)
•
Gerry Desler (Executive Chief Financial Officer, Company Secretary)
*The Chief Executive Officer is consulted on remuneration packages and policy but does not
attend discussions regarding his own package.
The Board determines the remuneration and terms and conditions of the
appointment of Non-Executive Directors.
The Nomination Committee is a sub-committee of the whole Board responsible
for the selection and proposal to the Board of suitable candidates for
appointment as Executive and Non-Executive Director(s). The Committee may
engage external search consultants to identify candidates for Board vacancies
before recommending a preferred candidate to the Board for consideration. The
Committee comprises:
Martin Gouldstone (Non-Executive Chairman)
Gerry Desler (Executive Chief Financial Officer, Company Secretary)
Dr Mark Eccleston (Chief Executive Director)
Report of the Directors
for the year ended 31 December 2024
ValiRx Plc
41
The Directors present their report and financial statements for the year ended 31 December 2024.
DIVIDENDS
No dividends will be proposed for the year ended 31 December 2024 (2023-£Nil).
RESEARCH AND DEVELOPMENT
The Group will continue its policy of investment in research and development. In accordance with
International Financial Reporting Standards (IFRS), during the year the Group expensed to the income
statement £245,163 (2023: £383,362) on research and development. In addition, wage costs of £354,788
(2023: £462,862) were expended on research and development. Further details on the Group’s research
and development are included in the Chief Executive’s Report on page 5.
FUTURE DEVELOPMENTS
Details of future developments can be found in the Strategic Report on pages 8 to 28.
DIRECTORS
G Desler has held office during the whole of the period from 1 January 2024 to the date of this report.
Other changes in Directors holding office are as follows:
M Gouldstone – appointed 22 April 2024
A de Courcey - appointed 22 April 2024; resigned 31 March 2025
Dr C Tralau-Stewart – appointed 25 July 2024
Dr M Eccleston – appointed 12 August 2024
M Lampshire – resigned 17 October 2024
Dr S J Dilly - resigned 15 August 2024
Dr K Cox – resigned 19 June 2024
S Panu - resigned 15 April 2024
DIRECTORS’ SHAREHOLDINGS
The Directors of the Company held the following beneficial interests in the ordinary shares of the
Company at the balance sheet date:
2024
No. of shares
2023
No. of shares
G Desler
964,565
128,668
M Gouldstone – appointed 22 April 2024
769,231
N/A
A de Courcey - appointed 22 April 2024; resigned 31 March 2025
2,409,497
N/A
Dr C Tralau-Stewart – appointed 25 July 2024
835,897
N/A
*Dr M Eccleston – appointed 12 August 2024
22,746,187
N/A
M Lampshire – resigned 17 October 2024
N/A
144,000
Dr S Dilly - resigned 15 August 2024
N/A
416,668
Dr K Cox – resigned 19 June 2024
N/A
372,333
S Panu - resigned 15 April 2024
N/A
–
*15,592,341 shares are held by Dr Eccleston personally, 3,307,692 are held by Dr Eccleston’s partner and
3,846,154 shares are held by Oncolytika, a company in which Dr Eccleston is interested in.
Report of the Directors
for the year ended 31 December 2024
ValiRx Plc
42
DIRECTORS’ SHARE OPTIONS AND WARRANTS
The Directors of the Company held share options granted under the Company share option scheme, and
warrants to subscribe for shares, as indicated below. No share options or warrants were exercised during
the year. Full details of the share options and warrants held are disclosed in note 25 to the financial
statements.
OPTIONS
2024
No. of shares
2023
No. of shares
G Desler
25,518
228,334
M Gouldstone – appointed 22 April 2024
–
N/A
A de Courcey - appointed 22 April 2024; resigned 31 March 2025
–
N/A
Dr C Tralau-Stewart – appointed 25 July 2024
–
N/A
Dr M Eccleston – appointed 12 August 2024
2,000
N/A
M Lampshire – resigned 17 October 2024
N/A
150,000
Dr S Dilly - resigned 15 August 2024
N/A
604,752
Dr K Cox – resigned 19 June 2024
N/A
500,000
S Panu - resigned 15 April 2024
N/A
150,000
WARRANTS
2024
No. of shares
2023
No. of shares
G Desler
769,231
–
M Gouldstone – appointed 22 April 2024
769,231
N/A
A de Courcey - appointed 22 April 2024; resigned 31 March 2025
1,561,416
N/A
Dr C Tralau-Stewart – appointed 25 July 2024
769,231
N/A
*Dr M Eccleston – appointed 12 August 2024
20,769,230
N/A
M Lampshire – resigned 17 October 2024
N/A
–
Dr S Dilly - resigned 15 August 2024
N/A
–
Dr K Cox – resigned 19 June 2024
N/A
–
S Panu - resigned 15 April 2024
N/A
–
*12,923,068 warrants are held by Dr Eccleston personally, 2,307,692 are held by Dr Eccleston’s partner
and 5,538,470 warrants are held by Oncolytika, a company in which Dr Eccleston is interested in.
COMPANY SHARE PRICE
The market value of the Company’s shares at 31 December 2024 was 0.625p and the high and low share
prices during the period were 6.05p and 0.625p respectively.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Note 26 to the financial statements gives details of the Group’s objectives and policies for risk
management of financial instruments.
SIGNIFICANT SHAREHOLDERS
As at 19 May 2025, so far as the Directors are aware, the following shareholders held more than 3% of
the Company’s issued share capital:
Number of shares
% of issued share capital held
Peel Hunt LLP
Undisclosed
Below 10%
Jaspal Singh
30,000,000
8.01%
Stephen & Danielle Wolstenhulme
21,875,000
5.84%
DIRECTORS’ INSURANCE
The Directors and officers of the Company are insured against any claims against them for any wrongful
act in their capacity as a Director, officer or employee of the Group, subject to the terms and conditions
of the policy.
Report of the Directors
for the year ended 31 December 2024
ValiRx Plc
43
CREDITOR PAYMENT POLICY
The company’s current policy concerning the payment of trade creditors is to:
–
settle the terms of payment with suppliers when agreeing the terms of each transaction;
–
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in
contracts; and
–
pay in accordance with the company’s contractual and other legal obligations.
On average, trade creditors at the year-end represented 30 days’ purchases.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Directors are aware, there is no relevant audit information (as defined by Section 418 of the
Companies Act 2006) of which the Group’s auditors are unaware, and each Director has taken all the
steps that he or she ought to have taken as a Director in order to make himself or herself aware of any
relevant audit information and to establish that the Group’s auditors are aware of that information.
AUDITORS
The auditors, Adler Shine LLP, will be proposed for re-appointment at the forthcoming Annual General
Meeting.
ON BEHALF OF THE BOARD:
G Desler
Director
Date: 4 June 2025
Statement of the Directors Responsibilities
for the year ended 31 December 2024
ValiRx Plc
44
The Directors are responsible for preparing the Strategic Report, Directors’ Report, Corporate Governance
Statement and the Group and Parent Company financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each
financial year. The Directors are required by the AIM Rules of the London Stock Exchange to prepare
Group financial statements in accordance with UK adopted International Accounting Standards (“IAS”) in
conformity with the requirements of the Companies Act and have elected under company law to prepare
the Parent Company financial statements in accordance with UK adopted International Accounting
Standards (“IAS”) in conformity with the requirements of the Companies Act 2006.
The Group financial statements are required by law and UK adopted IAS to present fairly the financial
position and performance of the Group; the Companies Act 2006 provides in relation to such financial
statements that references in the relevant part of that Act to financial statements giving a true and fair
view are references to their achieving a fair presentation.
Under company law the Directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Group and Parent Company and of the
profit or loss of the Group for that period. In preparing each of the Group and Parent Company financial
statements the Directors are required to:
–
select suitable accounting policies and then apply them consistently;
–
make judgements and estimates that are reasonable and prudent;
–
for the Group financial statements, state whether they have been prepared in accordance with UK
adopted International Accounting Standards in conformity with the requirements of the Companies
Act, subject to any material departures disclosed and explained in the financial statements;
–
for the Parent Company financial statements, state whether they have been prepared in accordance
with UK adopted International Accounting Standards in conformity with the requirements of the
Companies Act, subject to any material departure disclosed and explained in the Parent Company
financial statements;
–
prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Group and the Parent Company will continue in business; and
–
prepare the financial statements in accordance with the rules of the London Stock Exchange for
companies trading securities on AIM.
The Directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Parent Company and enable them to ensure that the financial statements
comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the
assets of the Group and the Parent Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Website publication
The maintenance and integrity of the Company’s website is the responsibility of the Directors. The
Directors’ responsibility also extends to the ongoing integrity of the financial statements contained
therein. The Directors are responsible for ensuring the annual report and the financial statements
are made available on a website. Financial statements are published on the Company’s website in
accordance with legislation in the United Kingdom governing the preparation and dissemination of
financial statements, which may vary from legislation in other jurisdictions.
Report of the Independent Auditors
to the Members of ValiRx Plc
ValiRx Plc
45
Opinion
We have audited the financial statements of ValiRx Plc (the ‘Parent Company’) and its subsidiaries (the
‘Group’) for the year ended 31 December 2024 which comprise the Group Statement of Comprehensive
Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows,
the Group and Company Statements of Changes in Equity and the related notes, including a summary
of significant accounting policies. The financial reporting framework that has been applied in their
preparation is applicable law and UK adopted International Accounting Standards, in conformity with
the requirements of the Companies Act 2006.
In our opinion:
–
select suitable accounting policies and then apply them consistently;
–
the financial statements give a true and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 31 December 2024 and of the Group’s loss for the year then ended;
–
the Group’s financial statements have been prepared in accordance with UK adopted International
Accounting Standards in conformity with the requirements of the Companies Act 2006;
–
the Parent Company financial statements have been properly prepared in accordance with UK
adopted International Accounting Standards in conformity with the requirements of the Companies
Act 2006; and
–
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.–
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the Auditors’
responsibilities for the audit of the financial statements section of our report. We are independent of the
Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and
we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to the value of goodwill in the Consolidated Statement of Financial Position and the
value of investments in the Company Statement of Financial Position. The value of investments represents
the historic cost of acquisition of investments less provisions for impairment. The value of goodwill arises
on consolidation and represents the excess between the value of the underlying subsidiary on acquisition
and the cost of investment, less provisions for impairment.
Management’s assessment of impairment includes a review of the net present value of future potential
cashflows of the underlying assets. The basis of these valuations include a number of variables within
the calculations that are subjective and based on professional judgements of expectations and
estimates. This also includes the expected potential around the success of the future development and
commercialisation of the Group’s products, VAL 201 and VAL 401.
While we have assessed management’s judgements and application of estimates in their calculations
and consider these to be reasonable, as set out in the key audit risks below, there are several factors
that could result in a material change in the valuation of the underlying investments which could result in
an impairment of the investments and associated goodwill.
Our opinion is not modified in respect of this matter.
Statement of the Directors Responsibilities
to the Members of ValiRx Plc
ValiRx Plc
46
Material uncertainty relating to going concern
We draw your attention to the policy on Going Concern within note 2 to the financial statements, which
indicates that the accounts have been prepared on the going concern basis. The Board has referred to
the fact that the Group and Parent Company are reliant on future fund raisings to continue their activities
as budgeted. Should future fund raisings be unsuccessful, this may cast significant doubt on the Group
and parent Company’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) we identified, including those which had
the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
The key audit matters identified were:
Impairment of goodwill and intangibles
Area of focus
The Group has goodwill of £1.60 million and intangible assets of £0.72 million.
IAS 36 requires at least annual impairment assessments in relation to goodwill, indefinite-lived intangible
assets and intangible assets that are not yet ready for use, with more regular assessments should an
impairment trigger be identified.
The determination of recoverable amount, being the higher of value-in-use and fair value less costs
of disposal, requires judgement on the part of management in identifying and then estimating the
recoverable amount for the relevant CGUs.
Recoverable amounts are based on management’s view of future cash flow forecasts and external
market conditions such as future pricing and the most appropriate discount rate.
Management engaged an expert to assist them in performing an annual impairment assessment
which included the assumptions and estimates around the success of the future development and
commercialisation of its products VAL 201 and VAL 401. Changes in these assumptions might give rise to
a change in the carrying value of intangibles and goodwill.
How our audit addressed the area of focus
We obtained the report prepared by the expert and gained an understanding of the key assumptions
and judgements underlying the assessment. We assessed the appropriateness of the methodology
applied and tested the mathematical accuracy of the models.
We obtained an understanding of the stage of product development and management’s expected
timelines for product commercialisation, including updates on the achievement of expected milestones.
We determined the judgement made by the Directors that no impairment was required, and that the
disclosures made in the financial statements to be reasonable.
Going concern
Area of focus
Refer to note 2 of the financial statements for the Directors’ disclosures of related accounting policies,
judgements and estimates. The Directors have concluded that they have a reasonable expectation that
the Group will have sufficient cash resources and cash inflows to continue its activities for not less than
twelve months from the date of approval of these financial statements and have therefore prepared
these financial statements on a going concern basis.
The Group had cash and cash equivalents of £1,555,986 as at 31 December 2024.
Management produces a cash flow forecast based on the board plans.
Statement of the Directors Responsibilities
to the Members of ValiRx Plc
ValiRx Plc
47
The key judgements within the cash flow forecast that we particularly focused on were:
–
The continued availability of funding.
–
The likely recovery of other receivables.
–
Cash flows expected from research and development tax credits.
–
Flexibility of development programme.
How our audit addressed the area of focus
We assessed the reasonableness and support for the judgments underpinning management’s forecast,
as well as the sensitivity of projections to these judgements.
We reviewed management’s financing plans and considered the reasonableness of the assumptions
within management’s proposed cost reduction actions, should future fund raisings be lower than
anticipated.
Our conclusion on management’s use of the going concern basis of accounting is included in the going
concern section of the report above.
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the
nature, timing and extent of our audit procedures and to evaluate the effects of misstatements, both
individually and on the financial statements as a whole.
We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial
statements.
In order to reduce the probability that any misstatement exceeds materiality to an appropriately low
level, we use a lower materiality level, performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we
also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect of the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole
and performance materiality as follows:
Group and Parent Company materiality were set at £158,500 and £134,500 respectively, based on
8% of loss before tax and amortisation. In our professional judgement, this benchmark is considered
appropriate as it reflects the ongoing operational requirements of the business to develop and build the
business.
Group and Parent Company performance materiality were set at £119,000 and £101,000 respectively,
based on 75% of materiality. In setting the level of performance materiality, we consider a number
of factors including the control environment, our testing strategy, the total value of known and likely
misstatement (based on past experience and other factors) and management’s attitude towards
proposed adjustments.
Component materiality
For the purposes of our Group audit opinion, we set materiality for each significant component of the
Group based on a percentage of Group materiality, dependent on the size and our assessment of the risk
of material misstatement of that component.
Reporting thresholds
We agreed with the Audit Committee that we would report to them all unadjusted audit differences in
excess of £5,000, as well as differences below this threshold that, in our view, warranted reporting on
qualitative grounds.
An overview of the scope of our audit
The audit was scoped to ensure that the audit team obtained sufficient and appropriate audit evidence
in relation to significant operations of the Group during the year ended 31 December 2024. In particular,
Statement of the Directors Responsibilities
to the Members of ValiRx Plc
ValiRx Plc
48
we looked at areas involving significant accounting estimates and judgement by the Directors. We also
addressed the risk of management override of internal controls, including an evaluation of whether there
was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
As part of our planning, we assessed the risk of material misstatement including those that required
significant auditor consideration at the component and group level. Procedures were designed
and performed to address the risk identified and for the most significant assessed risks of material
misstatement, the procedures performed are outlined above in the key audit matters section of this
report.
Other information
The Directors are responsible for the other information. The other information comprises the information
in the Annual Report but does not include the financial statements and our Report of the Auditors
thereon.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements, or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
–
the information given in the Group Strategic Report and the Report of the Directors for the financial
year for which the financial statements are prepared is consistent with the financial statements; and
–
the Group Strategic Report and the Report of the Directors have been prepared in accordance with
applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in the
Group Strategic Report or the Report of the Directors.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us
to report to you if, in our opinion:
–
adequate accounting records have not been kept by the Parent Company, or returns adequate for
our audit have not been received from branches not visited by us; or
–
the Parent Company financial statements are not in agreement with the accounting records and
returns; or
–
certain disclosures of Directors’ remuneration specified by law are not made; or
–
we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 44 the Directors
are responsible for the preparation of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the Directors determine necessary to enable the
Statement of the Directors Responsibilities
to the Members of ValiRx Plc
ValiRx Plc
49
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the
Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Directors either intend to
liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to
do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors
that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud, is detailed below.
We are not responsible for preventing irregularities. The primary responsibility for the prevention and
detection of fraud rest with both those charged with governance of the entity and management.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities,
including fraud and non-compliance with laws and regulations included, but was not limited to, the
following:
–
the engagement partner ensured that the engagement team collectively had the appropriate
competence, capabilities and skills to identify or recognise non-compliance with applicable laws and
regulations;
–
we identified the laws and regulations applicable to the company through discussions with the
directors and other management, and from our commercial knowledge and experience of the medical
research and development sector;
–
we focused on specific laws and regulations which we considered may have a direct material effect
on the financial statements or the operations of the company, including the Companies Act 2006,
taxation legislation and data protection, anti-bribery, employment and health and safety legislation;
–
we assessed the extent of compliance with the laws and regulations identified above through
making enquiries of management and inspecting legal correspondence; and
–
identified laws and regulations were communicated within the audit team regularly and the team
remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including
obtaining an understanding of how fraud might occur, by:
–
making enquiries of management as to where they considered there was susceptibility to fraud, their
knowledge of actual, suspected and alleged fraud; and
–
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws
and regulations.
To address the risk of fraud through management bias and override of controls, we:
–
performed analytical procedures to identify any unusual or unexpected relationships;
–
tested journal entries to identify unusual transactions;
–
assessed whether judgements and assumptions made in determining the accounting estimates were
indicative of potential bias; and
Statement of the Directors Responsibilities
to the Members of ValiRx Plc
ValiRx Plc
50
–
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed
procedures which included, but were not limited to:
–
agreeing financial statement disclosures to underlying supporting documentation;
–
reading the minutes of meetings of those charged with governance;
–
enquiring of management as to actual and potential litigation and claims; and
–
reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive,
and the company’s legal advisors.
Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law and regulation is removed from the events and
transactions reflected in the financial statements, as we will be less likely to become aware of instances
of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than
error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms
part of our Report of the Auditors.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in a Report of the Auditors and
for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Alexander Chrysaphiades FCA (Senior Statutory Auditor)
for and on behalf of Adler Shine LLP
Chartered Accountants & Statutory Auditor
Aston House
Cornwall Avenue
London
N3 1LF
Date:4 June 2025
FINANCIAL STATEMENTS
52
ValiRx Plc
Consolidated Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 December 2024
Notes
2024
£
2023
£
Continuing Operations
Turnover
4
49,775
9,600
Cost of sales
–
(1,440)
Gross profit
49,775
8,160
Other operating income
7
30,000
–
Research and development
(245,163)
(383,362)
Administrative expenses
(1,976,283)
(1,886,401)
Share-based payment charge
–
(36,936)
Operating Loss
(2,141,671)
(2,298,539)
Finance costs
6
(1,279)
(4,419)
Finance income
6
12,495
–
Loss Before Income Tax
8
(2,130,455)
(2,302,958)
Income tax credit
8
127,696
175,173
Loss After Income Tax
(2,002,759)
(2,127,785)
Non-controlling interest
87,066
90,084
Total Comprehensive Loss For The Year
(1,915,693)
(2,037,701)
Loss Per Share – Basic And Diluted
10
(1.45p)
(2.01p)
53
Consolidated Statement of Financial Position
31 December 2024
ValiRx Plc (Registered number : 03916791)
Notes
2024
£
2023
£
ASSETS
NON-CURRENT ASSETS
Goodwill
11
1,602,522
1,602,522
Intangible assets
12
530,937
718,814
Property, plant and equipment
13
201,662
242,625
Right-of-use assets
20
–
–
Investments
14
30,000
–
2,365,121
2,563,961
CURRENT ASSETS
Inventory
69,002
69,002
Trade and other receivables
15
134,592
147,618
Tax receivable
137,405
175,173
Cash and cash equivalents
16
1,555,986
174,684
1,896,985
566,477
TOTAL ASSETS
4,262,106
3,130,438
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital
17
9,979,295
9,707,266
Share premium
30,613,044
27,870,548
Merger reserve
637,500
637,500
Reverse acquisition reserve
602,413
602,413
Share option reserve
976,920
1,082,163
Retained earnings
(38,491,790)
(36,681,340)
4,317,382
3,218,550
Non-controlling interests
(401,689)
(314,623)
TOTAL EQUITY
3,915,693
2,903,927
LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
19
1,390
11,857
1,390
11,857
CURRENT LIABILITIES
Trade and other payables
18
334,551
204,441
Borrowings
19
10,472
10,213
345,023
214,654
TOTAL LIABILITIES
346,413
226,511
TOTAL EQUITY AND LIABILITIES
4,262,106
3,130,438
The financial statements were approved by the Board of Directors on 4th Juneand were signed on its behalf by: G
Desler – Director
54
Company Statement of Financial Position
31 December 2024
ValiRx Plc (Registered number : 03916791)
Notes
2024
£
2023
£
ASSETS
NON-CURRENT ASSETS
Intangible assets
12
2,000
20,000
Property, plant and equipment
13
948
–
Right-of-use assets
20
–
–
Investments
14
3,615,969
3,615,969
3,618,917
3,635,969
CURRENT ASSETS
Trade and other receivables
15
4,412,783
4,201,355
Tax receivable
110,968
140,534
Cash and cash equivalents
16
1,546,108
164,584
6,069,859
4,506,473
TOTAL ASSETS
9,688,776
8,142,442
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital
17
9,979,295
9,707,266
Share premium
30,613,044
27,870,548
Merger reserve
637,500
637,500
Share option reserve
976,920
1,082,163
Retained earnings
(33,251,836)
(31,803,431)
TOTAL EQUITY
8,954,923
7,494,046
LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
19
1,390
11,857
1,390
11,857
CURRENT LIABILITIES
Trade and other payables
18
721,991
626,326
Borrowings
19
10,472
10,213
732,463
636,539
TOTAL LIABILITIES
733,853
648,396
TOTAL EQUITY AND LIABILITIES
9,688,776
8,142,442
The financial statements were approved by the Board of Directors on 4th June 2025 and were signed on its behalf by:
G Desler – Director
55
ValiRx Plc
Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
Notes
Share
capital
£
Share
premium
£
Merger
reserve
£
Reverse
acquisition
reserve
£
Balance at 1 January 2023
9,695,120
26,772,630
637,500
602,413
Changes in equity
Loss for the year
–
–
–
–
Issue of shares
12,146
1,323,854
–
–
Costs of shares issued
–
(167,525)
–
–
Movement in year
–
(58,411)
–
–
Balance at 31 December 2023
9,707,266
27,870,548
637,500
602,413
Changes in equity
Loss for the year
–
–
–
–
Issue of shares
17
272,029
3,102,715
–
–
Costs of shares issued
–
(360,219)
–
–
Lapse of share options and warrants
–
–
–
–
Balance at 31 December 2024
9,979,295
30,613,044
637,500
602,413
Share-based
payment
reserve
£
Non-
controlling
interest
£
Retained
earnings
£
Total
£
Balance at 1 January 2023
986,816
(224,539)
(34,643,639)
3,826,301
Changes in equity
Loss for the year
–
(90,084)
(2,037,701)
(2,127,785)
Issue of shares
–
–
–
1,336,000
Costs of shares issued
–
–
–
(167,525)
Movement in year
95,347
–
–
36,936
Balance at 31 December 2023
1,082,163
(314,623)
(36,681,340)
2,903,927
Changes in equity
Loss for the year
–
(87,066)
(1,915,693)
(2,002,759)
Issue of shares
–
–
–
3,374,744
Costs of shares issued
–
–
–
(360,219)
Lapse of share options and warrants
(105,243)
–
105,243
–
Balance at 31 December 2024
976,920
(401,689) (38,491,790)
3,915,693
Reverse acquisition reserve
The reverse acquisition reserve exists as a result of the method of accounting for the acquisition of ValiRx
Bioinnovation Limited and ValiPharma Limited.
Non-controlling interest reserve
Represents the ownership stakes in subsidiary undertakings Valiseek Limited and Cytolytix Limited that
are not owned by the Valirx Plc.
Details of the remaining reserves are set out on the Company Statement of Changes in Equity.
56
ValiRx Plc
Company Statement of Changes in Equity
for the year ended 31 December 2024
Notes
Share
capital
£
Share
premium
£
Merger
reserve
£
Balance at 1 January 2023
9,695,120
26,772,630
637,500
Changes in equity
Loss for the year
–
–
–
Issue of shares
12,146
1,323,854
–
Costs of shares issued
–
(167,525)
–
Movement in year
–
(58,411)
–
Balance at 31 December 2023
9,707,266
27,870,548
637,500
Changes in equity
Loss for the year
–
–
–
Issue of shares
17
272,029
3,102,715
–
Costs of shares issued
–
(360,219)
–
Lapse of share options and warrants
–
–
–
Balance at 31 December 2024
9,979,295
30,613,044
637,500
Share-based
payment
reserve
£
Retained
earnings
£
Total
£
Balance at 1 January 2023
986,816
(30,241,768)
7,850,298
Changes in equity
Loss for the year
–
(1,561,663)
(1,561,663)
Issue of shares
–
–
1,336,000
Costs of shares issued
–
–
(167,525)
Movement in year
95,347
–
36,936
Balance at 31 December 2023
1,082,163
(31,803,431)
7,494,046
Changes in equity
Loss for the year
–
(1,553,648)
(1,553,648)
Issue of shares
–
–
3,374,744
Costs of shares issued
–
–
(360,219)
Lapse of share options and warrants
(105,243)
105,243
–
Balance at 31 December 2024
976,920
(33,251,836)
8,954,923
Share capital
The nominal value of the issued share capital.
Share premium account
Amounts received in excess of the nominal value on the issue of share capital less any costs associated with the issue
of shares.
Merger reserve
The difference between the nominal value of the share capital issued by the Company and the fair value of ValiRx
Bioinnovation at the date of acquisition.
Share-based payment reserve
The fair value of the share-based payment, determined at the grant date, and expensed over the vesting period.
Retained earnings
Accumulated comprehensive income for the year and prior periods.
57
ValiRx Plc
Consolidated Statement of Cash Flows
for the year ended 31 December 2024
Notes
2024
£
2023
£
Cash flows from operations
Cash outflow from operations
1
(1,761,539)
(1,961,697)
Interest paid
(1,279)
(3,325)
Interest received
12,495
–
Tax credit received
165,464
192,671
Net cash outflow from operating activities
(1,584,859)
(1,772,351)
Cash flows from investing activities
Purchase of intangible fixed assets
–
(15,000)
Purchase of property, plant and equipment
(38,156)
(291,181)
Net cash outflow from investing activities
(38,156)
(306,181)
Cash flows from financing activities
Bank loan repayment
(10,208)
(9,962)
Repayment of lease liabilities
–
(6,774)
Share issue
3,374,744
1,300,000
Costs of shares issued
(360,219)
(167,525)
Net cash inflow from financing activities
3,004,317
1,115,739
Increase/(decrease) in cash and cash equivalents
1,381,302
(962,793)
Cash and cash equivalents at beginning of year
2
174,684
1,137,477
Cash and cash equivalents at end of year
2
1,555,986
174,684
58
ValiRx Plc
Notes to the Consolidated Statement of Cash Flows
for the year ended 31 December 2024
1.
RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS
2024
£
2023
£
Operating loss
(2,141,671)
(2,298,539)
Amortisation and impairment of intangible assets
187,877
200,086
Depreciation of right-of-use assets
–
5,561
Depreciation of property, plant and equipment
79,119
48,556
Increase in inventory
–
(69,002)
Decrease/(increase) in trade and other receivables
13,026
(13,803)
Increase in trade and other payables
130,110
128,508
Acquisition of investment for non-cash consideration
(30,000)
–
Share-based payments charge
–
36,936
Net cash outflow from operations
(1,761,539)
(1,961,697)
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in
respect of these Statement of Financial Position amounts:
31 December
2024
£
1 January
2024
£
Cash and cash equivalents
1,555,986
174,684
31 December
2023
£
1 January
2023
£
Cash and cash equivalents
174,684
1,137,477
59
ValiRx Plc
Notes to the Consolidated Financial Statements
for the year ended 31 December 2024
1. STATUTORY INFORMATION
ValiRx Plc is a public company limited by shares, incorporated in the United Kingdom, which is
listed on the AIM market of the London Stock Exchange Plc. The address of its registered office is
Stonebridge House, Chelmsford Road, Hatfield Heath, CM22 7BD.
The registered number of the Company is 03916791.
The principal activity of the Group is the development of oncology therapeutics and companion
diagnostics.
The presentation currency of the financial statements is the Pound Sterling (£), rounded to the
nearest £1.
2. ACCOUNTING POLICIES
Basis of preparation
The Group’s financial statements have been prepared in accordance with International Accounting
Standards in conformity with the requirements of the Companies Act 2006 as they apply to the
financial statements of the Group for the year ended 31 December 2024. The principal accounting
policies adopted by the Group and by the Company are set out in note 2.
The Group financial statements have been prepared under the historical cost convention or fair value
where appropriate.
Going concern
As part of their going concern review the Directors have followed the guidelines published by
the Financial Reporting Council entitled “Guidance on the Going Concern Basis of Accounting
and Reporting on Solvency Risks – Guidance for directors of companies that do not apply the UK
Corporate Governance Code”.
The Group and Parent Company are subject to a number of risks similar to those of other development
stage pharmaceutical companies. These risks include, amongst others, generation of revenues in
due course from the development portfolio and risks associated with research, development, testing
and obtaining related regulatory approvals of its pipeline products. Ultimately, the attainment of
profitable operations is dependent on future uncertain events which include obtaining adequate
financing to fulfil the Group’s commercial and development activities and generating a level of
revenue adequate to support the Group’s cost structure.
The current economic environment is challenging, and the Group has reported an operating loss for
the year. These losses are expected to continue in the current accounting year to 31 December 2025.
The Directors have prepared detailed financial forecasts and cashflows looking beyond 12 months
from the date of the approval of these financial statements. In developing these forecasts, the
Directors have made assumptions based upon their view of the current and future economic
conditions that are expected to prevail over the forecast period. The Directors estimate that the cash
of £1,555,986 held by the Group as at 31 December 2024 will be sufficient to support the current level
of activities for at least the next 12 months from the date of approval of these financial statements.
The Directors are continuing to explore sources of finance available to the Group and based
upon initial discussions with a number of existing and potential investors they have a reasonable
expectation that they will be able to secure sufficient cash inflows for the Group to continue its
activities beyond the 12 months from the date of approval of these financial statements.
The Company carries out regular fund-raising exercises in order that it can provide the necessary
working capital for the Group. Further funds may be required to finance the Group’s work programme.
The Board expects to continue to raise additional funding as and when required to cover the Group’s
development, primarily from the issue of further shares.
In the event that additional financing is not secured when it is required, the Group would need to
consider:
• reducing and/or deferring discretionary spending on one or more research and development
programmes; and/or
• restructuring operations to change its overhead structure.
60
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
2. ACCOUNTING POLICIES – continued
Basis of consolidation
The Group financial statements consolidate the financial statements of the Company and all its
subsidiaries (“the Group”). Subsidiaries include all entities over which the Group has the power to
govern financial and operating policies. The existence and effect of potential voting rights that
are currently exercisable or convertible are considered when assessing whether the Group controls
another entity. Subsidiaries are consolidated from the date on which control commences until the
date that control ceases. Intra-group balances and any unrealised gains and losses on income or
expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial
statements.
On 3 October 2006, ValiRx Bioinnovation Limited (’Bioinnovation’) acquired 60.28% of the issued
share capital of ValiPharma Limited (’ValiPharma’) in exchange for shares in Bioinnovation.
Concurrently, the Company, (“ValiRx”), acquired the entire issued share capital of Bioinnovation in a
share for share transaction. As a result of these transactions, the former shareholders of ValiPharma
became the majority shareholders in ValiRx. Accordingly, the substance of the transaction was that
ValiPharma acquired ValiRx in a reverse acquisition. Under IFRS 3 “Business Combinations”, the
acquisition of ValiPharma has been accounted for as a reverse acquisition.
In May 2008 the Company acquired the remaining 39.72% of the issued share capital of ValiPharma,
which is now wholly owned by the Group. This acquisition was accounted for using the acquisition
method of accounting.
In November 2013 ValiSeek Limited was formed to enable the company to enter into a joint venture
agreement. The company has a 55.5% holding in the issued share capital of ValiSeek.
In October 2023 the Company acquired 60% of the issued share capital of Cytolytix Limited.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding
discounts, rebates, value added tax and other sales taxes.
The Group generates revenue from the provision of research and preclinical development services
under contracts. Revenue from contracts with customers is recognised at an amount that reflects the
consideration to which the Group is expected to be entitled in exchange for transferring goods or
services to a customer. Where the Group provides ongoing services, revenue in respect of this element
is recognised over the duration of those services.
Performance obligations for research and preclinical development services are satisfied over time as
services are rendered. Invoices are presented monthly. Consideration is made up of multiple elements,
being an agreed full-time equivalent (‘FTE’) charge out rate and recharges of direct costs, both of
which are variable based on the amount of time and cost incurred. Revenue is recognised over the
duration of the contract based on the delivery of FTE services and actual incurrence of rechargeable
costs.
Goodwill
Goodwill on acquisition of subsidiaries represents the excess of the cost of acquisition over the
fair value of the Group’s share of the identifiable net assets and contingent liabilities acquired.
Identifiable assets are those which can be sold separately, or which arise from legal rights regardless
of whether those rights are separable. Goodwill on acquisition of subsidiaries is included in intangible
assets. Goodwill is not amortised but is tested annually, or when trigger events occur, for impairment
and is carried at cost less accumulated impairment losses.
61
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
2. ACCOUNTING POLICIES – continued
Other intangible assets
Acquired licences, trademarks and patents and directly associated costs are capitalised at cost and
are amortised on a straight-line basis over their useful life. Patents are amortised over 11 years and
licences between 10 and 20 years.
Impairment of non-current assets
At each reporting date, the Directors review the carrying amounts of property, plant and equipment
assets, goodwill and other intangible assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset
does not generate cash flows that are independent from other assets, the Directors estimate the
recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is
the higher of fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the
recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount.
An impairment loss is recognised as an expense immediately.
Property, plant and equipment
Property, plant and equipment are stated at cost less depreciation.
Depreciation is provided at the following rates per annum to write off the cost of property, plant and
equipment, less estimated residual value, on a straight-line basis from the date on which they are
brought into use:
Plant and machinery
33% per annum straight line
Computer equipment
33% per annum straight line
Leases and right-of-use assets
The Group assesses whether a contract is or contains a lease, at inception of the contract. The
Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease
arrangements in which it is the lessee, except for short-term leases (leases with a lease term of
12 months or less) and leases of low value assets (e.g. tablets and personal computers, small items of
office furniture). For these leases, the Group recognises the lease payments as an operating expense
on a straight-line basis over the term of the lease.
The lease liability is initially measured at the present value of the lease payments that are not paid
at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be
readily determined, the Group uses its incremental borrowing rate. The lease liability is subsequently
measured by increasing the carrying amount to reflect interest on the lease liability (using the
effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease
payments made at or before the commencement day, less any lease incentives received, initial direct
costs and the estimated costs of removing or dismantling the underlying asset per the conditions of
the contract. They are subsequently measured at cost less accumulated depreciation and impairment
losses. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the
right-of-use asset.
Investments
Investments in subsidiaries are stated at cost less any provisions for impairment. An impairment is
recognised when the recoverable amount of the investment is less than the carrying amount.
Investments are presented in Valirx Plc company figures, not in the consolidated financial statements.
62
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
2. ACCOUNTING POLICIES – continued
Financial assets
The Company classifies its financial assets in the following categories:
• financial assets at fair value through profit or loss;
• loans and receivables;
• held-to-maturity investments; and
• available-for-sale financial assets.
Management determines the classification of its investments at initial recognition.
Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. The principal financial assets of the Company are loans and receivables.
They are included in current assets, except for maturities greater than twelve months after the
balance sheet date. These are classified as non-current assets.
The Group’s loans and receivables are recognised and carried at the lower of their original amount
less a provision for impairment. A provision is made when collection of the full amount is no longer
considered possible.
The Group’s loans and receivables comprise trade and other receivables and cash and cash
equivalents.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand and short-term deposits with an original
maturity of three months or less. The Company considers overdrafts (repayable on demand) to be an
integral part of its cash management activities, and these are included in cash and cash equivalents
for the purposes of the cash flow statement.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable
value. Net realisable value is calculated based on the selling price in the normal course of business
less any costs to sell.
Derivative financial instruments
Derivative financial instruments are initially recognised at fair value on the date a derivative contract
is entered into and are subsequently carried at fair value with the changes in fair value recognised in
the Income Statement.
Financial liabilities
The Group does not have any financial liabilities that would be classified as fair value through the
profit or loss. Therefore, all financial liabilities are classified as other financial liabilities.
The Group’s financial liabilities include borrowings, trade and other payables and are recognised at
their original amount.
Finance income and finance costs
Finance income is recognised when it is probable that the economic benefits will flow to the company
and the amount of income can be measured reliably. It is accrued on a time basis by reference to the
principal outstanding and at the effective interest rate applicable.
Borrowing costs are recognised as an expense in the period in which they are incurred.
63
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
2. ACCOUNTING POLICIES – continued
Taxation
The taxation charge represents the sum of current tax and deferred tax.
The tax currently payable is based on the taxable profit for the period using the tax rates that have
been enacted or substantially enacted by the balance sheet date. Taxable profit differs from the net
profit as reported in the income statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are never taxable or deductible.
Deferred tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the Group financial statements.
Deferred tax is determined using tax rates that have been enacted or substantially enacted at the
balance sheet date and are expected to apply when the related deferred income tax asset is realised
of the deferred tax liability is settled.
Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will
be available against which the asset can be utilised.
Deferred tax is charged or credited in the income statement, except when it relates to items charged
or credited to equity, in which case the deferred tax is also dealt with in equity.
Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
All on-going development expenditure is currently expensed in the period in which it is incurred. Due
to the regulatory and other uncertainties inherent in the development of the Group’s programmes,
the criteria for development costs to be recognised as an asset, as prescribed by IAS 38, ‘Intangible
assets’, are not met until the product has been submitted for regulatory approval, such approval has
been received and it is probable that future economic benefits will flow to the Group. The Group does
not currently have any such internal development costs that qualify for capitalisation as intangible
assets.
Development costs are capitalised when the related products meet the recognition criteria of an
internally generated intangible asset, the key criteria being as follows:
• technical feasibility of the completed intangible asset has been established;
• it can be demonstrated that the asset will generate probable future economic benefits;
• adequate technical, financial and other resources are available to complete the development;
• the expenditure attributable to the intangible asset can be reliably measured; and
• the Group has the ability and intention to use or sell the asset.
Expenses for research and development include associated wages and salaries, material costs,
depreciation on non-current assets and directly attributable overheads.
All research and development costs, whether funded by third parties under licence and development
agreements or not, are included within operating expenses and classified as such.
Share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not
meet the definition of a financial liability. The Group’s ordinary and deferred shares are classified as
equity instruments.
64
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
2. ACCOUNTING POLICIES – continued
Foreign currencies
Items included in the Financial Statements are measured using the currency of the primary economic
environment in which the Company and its subsidiaries operate (the functional currency) which is UK
sterling (£). The Financial Statements are accordingly presented in UK sterling.
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions or at an average rate for a period if the rates do not
fluctuate significantly. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive
income. Non-monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.
Share-based payments
IFRS 2 “Share-based Payments” requires that an expense for equity instruments granted is recognised
in the financial statements based on their fair values at the date of the grant. This expense, which is in
relation to employee share options, is recognised over the vesting period of the scheme. The fair value
of employee services is determined by reference to the fair value of the awarded grant calculated
using the Black Scholes model.
At the year-end date, the Group revises its estimate of the number of share incentives that are
expected to vest. The impact of the revisions of original estimates, if any, is recognised in the
Statement of Comprehensive Income, with a corresponding adjustment to equity, over the remaining
vesting period.
When options expire or are cancelled the expensed value of these lapsed options is transferred from
the share-based payment, reserve to retained earnings.
New and amended standards and interpretations
As at the date of approval of these financial statements, the following standards were in issue but
not yet effective. These standards have not been adopted early by the Company as they are not
expected to have a material impact on the financial statements other than requiring additional
disclosure or alternative presentation.
Effective date
(period beginning on
or after)
IFRS 18
Presentation and disclosures in financial statements
01/01/2027
IFRS 19
Subsidiaries without public accountability: disclosures
01/01/2027
IAS 21
Amendment – Lack of Exchangeability
01/01/2025
SASB Standards
Amendment – To enhance SASB standards international applicability
01/01/2025
IFRS 9 and IFRS 7
Amendment – Classification and measurement of financial instruments
01/01/2026
IFRS 1
Amendment – Hedge accounting for first-time adopter
01/01/2026
IFRS 7
Amendment – Financial instruments disclosures: Gain or loss on derecognition
01/01/2026
IFRS 7
Amendment – Financial instruments disclosures: deferred difference between
fair value and transaction price
01/01/2026
IFRS 7
Amendment – Financial instruments disclosures: Introduction and credit risk
disclosures
01/01/2026
IFRS 9
Amendment – Financial instruments: Lessee derecognition of lease liabilities
01/01/2026
IFRS 9
Amendment – Financial instruments: Transaction price
01/01/2026
IFRS 10
Amendment – Consolidated financial statements: Determination of a ‘de
facto agent’
01/01/2026
IAS 7
Amendment – Statement of Cash Flows: Cost method
01/01/2026
IFRS 9 and IFRS 7
Amendment – Contracts referencing nature-dependent electricity
01/01/2026
The International Financial Reporting Interpretations Committee has also issued interpretations which
the Company does not consider will have a significant impact on the financial statements.
65
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the financial statements in conformity with IFRS requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting period. Although
these estimates are based on management’s best knowledge of the amounts, events or actions,
actual results ultimately may differ from these estimates. The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised. The material areas in which estimates, and judgements are applied as
follows:
Goodwill and other intangible assets impairment
The Group is required to test, on an annual basis, whether goodwill and other intangible assets have
suffered any impairment. Determining whether there has been any impairment requires an estimation
of the value in use of the cash-generating units. The value in use calculation requires the Directors
to estimate the future cash flows expected to arise from the cash-generating unit and a suitable
discount rate in order to calculate the present value.
Share-based payments
The estimates of share-based payments costs require that management selects an appropriate
valuation model and makes decisions on various inputs into the model, including the volatility of its
own share price, the probable life of the options before exercise, and behavioural consideration of
employees. A significant element of judgement is therefore involved in the calculation of the charge.
Capitalisation of development costs
Capitalisation of development costs requires analysis of the technical feasibility and commercial
viability of the project concerned. Capitalisation of the costs will be made only where there is
evidence that an economic benefit will accrue to the Group. To date no development costs have been
capitalised and all costs have been expensed in the income statement as Research and Development
costs.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the statement of financial
position cannot be measured based on quoted prices in active markets, their fair value is measured
using valuation techniques including the Black-Scholes model. The inputs to these models are taken
from observable markets where possible, but where this is not feasible, a degree of judgement is
required in establishing fair values. Judgements include considerations of inputs such as liquidity risk,
credit risk and volatility. Changes in assumptions relating to these factors could affect the reported
fair value of financial instruments. See Note 26 for further disclosures.
The directors have considered the above areas in which estimates and judgements are applied and
consider the balances within the financial statements to be fairly stated.
66
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
4. REVENUE
Segmental reporting
The Directors are of the opinion that under IFRS 8 – “operating segment” there are no identifiable
business segments that are subject to risks and returns different to the core business. The information
reported to the Directors, for the purposes of resource allocation and assessment of performance
is based wholly on the overall activities of the Group. Therefore, the Directors have determined that
there is only one reportable segment under IFRS8.
The geographic information analyses the Group’s revenue and non-current assets by the company’s
country of domicile and all other countries. In presenting the geographic information, segment
revenue has been based on the geographic location of customers and segment assets based on the
geographic location of the assets. All revenue and assets are based in the UK (2023: UK). The Group
has four customer (2023: 1).
Analysis of revenue:
2024
£
2023
£
Research and predevelopment clinical services
49,775
9,600
5. EMPLOYEES AND DIRECTORS
Number of employees:
The average monthly number of employees, including Directors, during the year was:
2024
Number
2023
Number
Directors
6
5
Staff
8
11
14
16
2024
2023
Employment costs
£
£
Wages and salaries
731,636
734,022
Social security costs
66,060
60,957
Other pension costs
97,852
63,792
Share-based payments
–
36,936
895,548
895,707
Details of Directors’ remuneration can be found in note 25.
67
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
6. NET FINANCE INCOME/COSTS
2024
£
2023
£
Finance income
Deposit account interest
12,333
–
Other interest receivable
162
–
12,495
–
Finance costs
Bank interest
440
686
Lease interest
–
1,094
Interest on overdue tax
–
58
Other interest payable
839
2,581
1,279
4,419
Net finance income/(cost)
11,216
(4,419)
7. LOSS BEFORE INCOME TAX
2024
£
2023
£
After crediting:
Consideration received under an option agreement
30,000
–
After charging:
Research and development
245,163
383,362
Amortisation of intangible assets
187,877
200,087
Depreciation of right-of-use assets
–
5,561
Depreciation of property, plant and equipment
79,119
48,556
Auditors remuneration
31,500
41,000
Foreign exchange differences
2,889
829
Share-based payment charge
–
36,936
68
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
8. INCOME TAX
2024
£
2023
£
Domestic current year tax
Tax credits on research and development – current year
(137,405)
(175,173)
Tax credits on research and development – prior years
9,709
–
Current tax credit
(127,696)
(175,173)
Factors affecting the tax charge for the year:
Loss before income tax
(2,130,455)
(2,302,958)
Loss before income tax multiplied by effective rate of UK corporation
tax of 25.00% (2023: 25.00%)
(532,614)
(575,740)
Effects of
Non-deductible expenses
291
10,072
Capital allowances for the year in (excess)/deficit of depreciation and
amortisation
14,726
(54,110)
Tax losses not utilised
332,914
443,952
Research and development expenditure
47,278
653
Adjustment to prior years
9,709
–
404,918
400,567
Current tax charge
(127,696)
(175,173)
No corporation tax arises on the results for the year ended 31 December 2024 due to the losses
incurred for tax purposes.
The deferred tax asset, arising from tax losses of £26 million (2023: £25 million) carried forward, has
not been recognised as the Group does not anticipate sufficient taxable profits in the foreseeable
future to fully utilise them. The losses would become recoverable against future trading profits,
subject to agreement with HM Revenue and Customs.
9. LOSS OF PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of
the Parent Company is not presented as part of these financial statements. The Parent Company’s
loss for the financial year was £1,553,648 (2023: £1,561,663)
69
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
10. LOSS PER SHARE
The loss and number of shares used in the calculation of loss per ordinary share are set out below:
2024
£
2023
£
Loss for the financial period
(2,002,759)
(2,127,785)
Non-controlling interest
87,066
90,084
Loss attributable to owners of Parent Company
(1,915,693)
(2,037,701)
Basic:
Weighted average number of shares
131,774,347
101,570,021
Loss per share
(1.45p)
(2.01p)
The loss and the weighted average number of shares used for calculating the diluted loss per share
are identical to those for the basic loss per share. The outstanding share options and share warrants
(note 24) would have the effect of reducing the loss per share and would therefore not be dilutive
under IAS 33 ‘Earnings per Share’.
11. GOODWILL
Group
£
Cost
At 1 January 2023
1,602,522
At 31 December 2023
1,602,522
At 31 December 2024
1,602,522
Net book value
At 31 December 2024
1,602,522
At 31 December 2023
1,602,522
The goodwill arising on the acquisitions of ValiRx Bioinnovation Limited, ValiPharma Limited,
Valisrc Limited and ValiSeek Limited is not being amortised but is reviewed on an annual basis
for impairment, or more frequently if there are indications that goodwill might be impaired.
The impairment review comprises a comparison of the carrying amount of the goodwill with its
recoverable amount (the higher of fair value less costs to sell and value in use). ValiRx Plc has used
the value in use method, applying a 15% discount rate.
Goodwill per cash generating unit
£
ValiPharma Limited
772,230
ValiRx Bioinnovation Limited
394,613
Valisrc Limited
–
ValiSeek Limited
435,679
Sensitivity analysis is not required as a reasonably possible change in assumptions would not result in
an impairment.
70
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
12. INTANGIBLE ASSETS
Group
Patents
£
Brands and
licences
£
Total
£
COST
At 1 January 2023
2,289,553
375,000
2,664,553
Additions
15,000
–
15,000
At 31 December 2023
2,304,553
375,000
2,679,553
At 31 December 2024
2,304,553
375,000
2,679,553
AMORTISATION
At 1 January 2023
1,512,528
248,125
1,760,653
Amortisation for year
166,086
34,000
200,086
At 31 December 2023
1,678,614
282,125
1,960,739
Amortisation for year
159,878
27,999
187,877
At 31 December 2024
1,838,492
310,124
2,148,616
NET BOOK VALUE
At 31 December 2024
466,061
64,876
530,937
At 31 December 2023
625,939
92,875
718,814
Company
Brands and
licences
£
Total
£
COST
At 1 January 2023
200,000
200,000
At 31 December 2023
200,000
200,000
At 31 December 2024
200,000
200,000
AMORTISATION
At 1 January 2023
160,000
160,000
Amortisation for year
20,000
20,000
At 31 December 2023
180,000
180,000
Amortisation for year
18,000
18,000
At 31 December 2024
198,000
198,000
NET BOOK VALUE
At 31 December 2024
2,000
2,000
At 31 December 2023
20,000
20,000
71
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
13. PROPERTY, PLANT AND EQUIPMENT
Group
Plant and
machinery
£
Total
£
COST
At 1 January 2023
31,670
31,670
Additions
291,181
291,181
At 31 December 2023
322,851
322,851
Additions
38,156
38,156
At 31 December 2024
361,007
361,007
DEPRECIATION
At 1 January 2023
31,670
31,670
Charge for the year
48,556
48,556
At 31 December 2023
80,226
80,226
Charge for the year
79,119
79,119
At 31 December 2024
159,345
159,345
NET BOOK VALUE
At 31 December 2024
201,662
201,662
At 31 December 2023
242,625
242,625
Company
Plant and
machinery
£
Total
£
COST
At 1 January 2023
31,670
31,670
At 31 December 2023
31,670
31,670
Additions
948
948
At 31 December 2024
32,618
32,618
DEPRECIATION
At 1 January 2023
31,670
31,670
At 31 December 2023
31,670
31,670
At 31 December 2024
31,670
31,670
NET BOOK VALUE
At 31 December 2024
948
948
At 31 December 2023
–
–
72
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
14. INVESTMENTS
Group
Unlisted
investments
£
Total
£
COST
At 1 January 2024
–
–
Additions
30,000
30,000
At 31 December 2024
30,000
30,000
Company
Shares in group
undertakings
£
Total
£
COST
At 1 January 2023
3,617,844
3,617,844
Additions
100
100
Disposals
(1,975)
(1,975)
At 31 December 2023
3,615,969
3,615,969
At 31 December 2024
3,615,969
3,615,969
PROVISIONS
At 1 January 2023
1,975
1,975
Written back on disposal
(1,975)
(1,975)
At 31 December 2023
–
–
At 31 December 2024
–
–
NET BOOK VALUE
At 31 December 2024
3,615,969
3,615,969
At 31 December 2023
3,615,969
3,615,969
Unlisted investments, including both equity and loans, are designated at fair value through profit
and loss and are subsequently carried in the statement of financial position at fair value. Fair value is
determined in line with the fair value guidelines under IFRS.
73
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
14. INVESTMENTS – continued
The Company’s investments at the Statement of Financial Position date in the share capital of
companies include the following:
Subsidiaries
ValiRx Bioinnovation Limited
Registered office: England & Wales
Nature of business: Intermediate holding company
% holding
Class of shares:
Ordinary shares
100.00
ValiPharma Limited
Registered office: England & Wales
Nature of business: Therapeutic research & development
% holding
Class of shares:
Ordinary shares
100.00
60.28% is owned by ValiRx Bioinnovation Limited and 39.72% by the Company.
Subsidiaries
Valisrc Limited
Registered office: England & Wales
Nature of business: Dormant
% holding
Class of shares:
Ordinary shares
100.00
ValiSeek Limited
Registered office: England & Wales
Nature of business: Therapeutic research & development
% holding
Class of shares:
Ordinary shares
55.55%
Cytolytix Limited
Registered office: England & Wales
Nature of business: Therapeutic research & development
% holding
Class of shares:
Ordinary shares
60.00
Inaphaea Biolab Limited
Registered office: England & Wales
Nature of business:
% holding
Class of shares:
Ordinary shares
100.00
Valirx Plc has given a guarantee under Section 479 of the Companies Act 2006 for each of its
subsidiary undertakings listed above for all their liabilities as at 31 December 2024. These subsidiary
undertakings are therefore exempt from the requirement of audit of their individual accounts under
Section 479A of the Companies Act 2006.
74
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
15. TRADE AND OTHER RECEIVABLES
Group
Company
2024
£
2023
£
2024
£
2023
£
Current
Trade receivables
42,350
–
–
–
Amounts owed by Group
undertakings
–
–
4,317,838
4,046,112
Other debtors
25,484
19,985
25,407
19,907
Rent deposit
–
–
–
–
VAT
32,483
48,568
43,239
57,492
Prepayments and accrued income
34,275
79,065
26,299
77,844
134,592
147,618
4,412,783
4,201,355
In the Directors’ opinion, the carrying amounts of receivables is considered a reasonable
approximation of fair value.
16. CASH AND CASH EQUIVALENTS
Group
Company
2024
£
2023
£
2024
£
2023
£
Bank accounts
1,555,986
174,684
1,546,108
164,584
17. CALLED UP SHARE CAPITAL
Group
Company
2024
Number
2023
Number
2024
£
2023
£
Allotted, called up and fully paid
Ordinary shares of 0.1p each
374,348,672
102,319,610
374,349
102,320
Deferred shares of 0.5p each
58,378,365
58,378,365
2,918,918
2,918,918
Deferred shares of 0.9p each
157,945,030
157,945,030
1,421,505
1,421,505
Deferred shares of 12.4p each
42,455,832
42,455,832
5,264,523
5,264,523
9,979,295
9,707,266
In January 2024, the Company raised £1.8 million before expenses by way of a placing, a retail offer
and directors’ subscription of 30,029,063 new ordinary shares of £0.001 each in the Company at a
price of 6p pence per share. The funds were to be used to provide working capital for the Group.
In December 2024, the Company raised £1.57 million before expenses by way of a placing, a retail
offer and directors’ subscription of 241,999,999 new ordinary shares of £0.001 each in the Company at
a price of 0.65p pence per share. The funds were to be used to provide working capital for the Group.
The deferred shares have no rights to vote, attend or speak at general meetings of the Company or to
receive any dividend or other distribution and have limited rights to participate in any return of capital
on a winding-up or liquidation of the Company.
75
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
18. TRADE AND OTHER PAYABLES
Group
Company
2024
£
2023
£
2024
£
2023
£
Current
Trade creditors
147,723
124,637
120,974
113,911
Amounts owed to Group
undertakings
–
–
447,187
447,187
Social security and other taxes
113,564
23,095
80,599
17,058
Other payables
34
2,879
–
–
Accruals and deferred income
73,230
53,830
73,231
48,170
334,551
204,441
721,991
626,326
In the Directors’ opinion, the carrying amounts of payables is considered a reasonable approximation
of fair value.
19. FINANCIAL LIABILITIES – BORROWINGS
Group
Company
2024
£
2023
£
2024
£
2023
£
Current:
Bank loan
10,472
10,213
10,472
10,213
10,472
10,213
10,472
10,213
Group
Company
2024
£
2023
£
2024
£
2023
£
Non-current:
Bank loan:
1-2 years
1,390
10,472
1,390
10,472
2-5 years
–
1,385
–
1,385
1,390
11,857
1,390
11,857
Group
Company
2024
£
2023
£
2024
£
2023
£
Total bank loan
Current
10,472
10,213
10,472
10,213
Non-current
1,390
11,857
1,390
11,857
11,862
22,070
11,862
22,070
76
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
20. LEASES
Right-of-use assets
Group and Company
Leasehold
property
£
Total
£
COST
At 1 January 2023
23,152
23,152
At 31 December 2023
23,152
23,152
At 31 December 2024
23,152
23,152
AMORTISATION
At 1 January 2023
17,591
17,591
Amortisation for year
5,561
5,561
At 31 December 2023
23,152
23,152
At 31 December 2024
23,152
23,152
NET BOOK VALUE
At 31 December 2024
–
–
At 31 December 2023
–
–
Lease liabilities
Group and Company
Set out below is the movement in lease liabilities during the period.
£
At 1 January 2023
5,680
Interest expense
1,094
Repayments
(6,774)
At 31 December 2023
–
At 31 December 2024
–
Group and Company
2024
£
2023
£
Current
–
–
Non-current
–
–
–
–
21. OTHER FINANCIAL COMMITMENTS
As a result of the adoption of IFRS 16, from 1 July 2019, all leases, except those classified as either low-
value assets or short-term, have been recognised on the balance sheet as a right-of-use asset and
lease liability and are no longer included in this non-cancellable operating lease disclosure.
At the year end, neither the Group nor the Company had any non-cancellable operating leases.
77
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
22. RELATED PARTY DISCLOSURES
At the year end, the amounts owed to Directors were as follows:
2024
£
2023
£
G Desler
34
52
Dr S Dilly
–
2,879
23. ULTIMATE CONTROLLING PARTY
The Directors consider that there is no ultimate controlling party.
24. SHARE-BASED PAYMENT TRANSACTIONS
Share option
At 31 December 2024 outstanding awards to subscribe for ordinary shares of 0.1p each in the
Company, granted in accordance with the rules of the ValiRx share option schemes, were as follows:
2023
Number of
shares
Weighted average
remaining
contractual life
(years)
Weighted average
exercise price
(pence)
Brought forward
3,069,364
9.58
42.71
Carried forward
3,069,364
8.58
42.71
2024
Number of
shares
Weighted average
remaining
contractual life
(years)
Weighted
average exercise
price (pence)
Brought forward
3,069,364
8.58
42.71
Lapsed during the year
(2,511,664)
–
Carried forward
557,700
7.20
101.47
All options were exercisable at the year end. No options were exercised during the year.
The following share-based payment arrangements were in existence at the balance sheet date.
The fair value of the remaining share options has been calculated using the Black-Scholes model. The
assumptions used in the calculation of the fair value of the share options outstanding during the year
are as follows:
Options
Date of grant
26/06/2015
09/02/2018
06/09/2022
Number of shares
3,700
54,000
500,000
Expiry date
26/06/2025
09/02/2028
06/09/2032
Exercise price (p)
6,375.00
500.00
12.00
Expected life of options (years)
3
3
2
Fair value at date of grant (p)
505.00
348.75
10.74
Dividend yield
0.00%
0.00%
0.00%
Expected volatility
16.00%
196.00%
234.47%
Risk-free interest
0.38%
0.88%
3.11%
78
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
Volatility was determined by reference to the standard deviation of expected share price returns
based on a statistical analysis of daily share prices over a 3-year period to grant date. All of the
above options are equity settled.
All of the share options are equity settled and the charge for the year is £nil (2023: £36,936).
Warrants
At 31 December 2024 outstanding warrants to subscribe for ordinary shares of 0.1p each in the
Company, granted in accordance with the warrant instruments issued by ValiRx, were as follows.
2023
Number of
shares
Weighted
average
remaining
contractual life
(years)
Weighted
average
exercise price
(pence)
Brought forward
3,902,949
4.57
22.00
Lapsed during the year
3,745,454
13.43
Carried forward
7,648,403
2.38
17.80
2024
Number of
shares
Weighted
average
remaining
contractual life
(years)
Weighted
average
exercise price
(pence)
Brought forward
7,648,403
2.38
17.80
Granted during the year
241,999,999
1.30
Carried forward
249,648,402
2.95
1.81
All warrants were exercisable at the year end.
The following warrants were in existence at the balance sheet date.
The fair value of the remaining share warrants has been calculated using the Black-Scholes model.
The assumptions used in the calculation of the fair value of the warrants outstanding at the year end
are as follows:
Warrants
Date of grant
25/08/2021
06/02/2023
06/02/2023
06/02/2023
31/12/2024
Number of shares
3,902,949
2,954,545
81,818
709,091
241,999,999
Expiry date
25/08/2026
06/02/2026
06/02/2026
06/02/2026
31/12/2027
Exercise price (p)
22.00
14.00
14.00
11.00
1.30
Expected life of
options (years)
3
3
3
3
3
Fair value at date of
grant (p)
16.85
N/A
7.34
7.39
N/A
Dividend yield
0.00%
0.00%
0.00%
0.00%
0.00%
Expected volatility
521.50%
N/A
225.50%
225.50%
N/A
Risk-free interest
0.33%
N/A
3.21%
3.21%
N/A
Volatility was determined by reference to the standard deviation of expected share price returns
based on a statistical analysis of daily share prices over a 3-year period to grant date.
All of the warrants are equity settled and the charge for the year is £nil (2023: £58,411). The warrants
issued during the year fall outside the scope of IFRS as they were issued to shareholders in respect
of the new share issue in December 2024, and as such no charge has been made in respect of these
warrants.
24. SHARE-BASED PAYMENT TRANSACTIONS – continued
79
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
25. KEY MANAGEMENT PERSONNEL COMPENSATION
Key management personnel are those persons having authority and responsibility for planning,
directing and controlling activities of the Group, and are all Directors of the Company.
2024
£
2023
£
Salaries and other short-term employee benefits
334,012
318,454
Post-employment benefits
39,858
9,600
Share-based payments
–
21,630
373,870
349,684
The number of Directors for whom retirement benefits are accruing under money purchase pension
schemes amounted to 3 (2023: 1).
Salary
£
Benefits in
kind
£
Post-
employment
benefits
£
2024
£
2023
£
G Desler
66,450
–
–
66,450
69,112
A De Courcey (appointed 22/04/24)
18,109
–
–
18,109
–
M Gouldstone (appointed 22/04/24)
26,269
–
–
26,269
–
Dr M Eccleston (appointed 12/08/24)
20,955
600
30,058
51,613
–
C Tralau-Stewart (appointed
25/07/24)
12,500
–
200
12,700
–
Dr S Dilly (resigned 15/08/24)
126,875
–
9,600
136,475
162,585
M Lampshire (resigned 17/10/24)
27,972
–
–
27,972
28,746
Dr K Cox (resigned 19/06/24)
23,581
–
–
23,581
54,804
S Panu (resigned 15/04/24)
10,701
–
–
10,701
34,437
333,412
600
39,858
373,870
349,684
The Directors interests in share options as at 31 December 2024 are as follows:
Number of
options
Exercise price
Date of grant
First date of
exercise
Final date of
exercise
G Desler
1,518
6,375.00p
26/06/2015
26/06/2015
25/06/2025
G Desler
24,000
500.00p
07/02/2018
07/02/2018
07/02/2028
25,518
Dr M Eccleston
2,000
500.00p
07/02/2018
07/02/2018
07/02/2028
2,000
80
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
25. KEY MANAGEMENT PERSONNEL COMPENSATION – continued
The Directors interests in warrants as at 31 December 2024 are as follows:
Number of
warrants
Exercise price
Date of grant
First date of
exercise
Final date of
exercise
Warrants
G Desler
769,231
1.30p
31/12/2024
31/12/2024
30/12/2027
A De Courcey
22,955
14.00p
06/02/2023
06/02/2023
06/02/2026
A De Courcey
1,538,461
1.30p
31/12/2024
31/12/2024
30/12/2027
1,561,416
M Gouldstone
769,231
1.30p
31/12/2024
31/12/2024
30/12/2027
Dr M Eccleston
20,769,230*
1.30p
31/12/2024
31/12/2024
30/12/2027
C Tralau-Stewart
769,231
1.30p
31/12/2024
31/12/2024
30/12/2027
*12,923,068 warrants are held by Dr Eccleston personally, 2,307,692 are held by Dr Eccleston’s partner and 5,538,470 warrants are
held by Oncolytika, a company in which Dr Eccleston is interested in.
26. FINANCIAL INSTRUMENTS
The principal financial instruments used by the Group, from which financial instrument risk arises are
as follows:
• derivative financial assets;
• trade and other receivables;
• cash and cash equivalents; and
• trade and other payables.
The main purpose of these financial instruments is to finance the Group’s operations.
Financial assets
2024
£
2023
£
Loans and receivables
Trade and other receivables
134,592
147,618
Cash and cash equivalents
1,555,986
174,684
Total loans and receivables
1,690,578
322,302
Total financial assets
1,690,578
322,302
Financial liabilities
2024
£
2023
£
Trade and other payables
220,987
181,346
Cash and cash equivalents
11,862
22,070
Total financial liabilities
232,849
203,416
The Directors consider that the carrying value for each class of financial asset and liability,
approximates to their fair value.
81
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
26. FINANCIAL INSTRUMENTS – continued
Financial assets at fair value through profit or loss
Financial instruments that are measured at fair value are classified using a fair value hierarchy that
reflects the source of inputs used in deriving the fair value. The three classification levels are:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
market inputs).
The following table presents the Company’s assets carried at fair value by valuation method:
The financial assets at fair value through profit and loss is the Group’s holding in and one unquoted
security which falls within Level 3 of the fair value hierarchy.
The fair value is determined to be equal to the cost of the investment and is reviewed periodically
based on information available about the performance of the underlying business. Where cost is
deemed to be inappropriate, the following table shows the valuation technique used in measuring
Level 3 fair values for financial instruments measured at fair value in the statement of financial
position, as well as the significant unobservable inputs used. The only method used is that of NPV.
Valuation technique
Significant unobservable inputs
Inter-relationship between significant
unobservable inputs and fair value
measurement
NPV – The valuation model considers
the present value of expected
receipts, discounted using a risk-
adjusted discount rate. The expected
receipt is determined by considering
the possible scenarios of forecast
revenue and profit, the amount to be
received under each scenario and the
probability of each scenario.
Forecast annual revenue and profit
growth rate
Risk-adjusted discount rate
The estimated fair value would increase
(decrease) if:
• the annual revenue growth rate were higher
(lower); or
• the risk-adjusted discount rate were lower
(higher).
Generally, a change in any of the above
variables would be accompanied by a
directionally similar change in revenue receipts
and a consequential change in the valuation
of the investment
Financial risk management
The Group’s activities expose it to a variety of risks, including market risk (foreign currency risk and
interest rate risk), credit risk and liquidity risk. The Group manages these risks through an effective
risk management programme, and, through this programme, the Board seeks to minimise potential
adverse effects on the Group’s financial performance.
The Board provides written objectives, policies and procedures with regards to managing currency
and interest risk exposures, liquidity and credit risk including guidance on the use of certain derivative
and non-derivative financial instruments.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations. The Group’s credit risk is primarily attributable
to its receivables and its cash deposits. It is Group policy to assess the credit risk of new customers
before entering contracts. The credit risk on liquid funds is limited because the counterparties are
banks with high credit ratings assigned by international credit-rating agencies. The maximum
exposure is the asset recognised.
82
ValiRx Plc
Notes to the Consolidated Financial Statements – continued
for the year ended 31 December 2024
26. FINANCIAL INSTRUMENTS – continued
Liquidity risk and interest rate risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will
encounter difficulty in meeting its financial obligations as they fall due. The Board regularly receives
cash flow projections for a minimum period of twelve months, together with information regarding
cash balances monthly.
The Group is principally funded by equity and invests in short-term deposits, having access to these
funds at short notice. The Group’s policy throughout the period has been to minimise interest rate risk
by placing funds in risk free cash deposits but also to maximise the return on funds placed on deposit.
All cash deposits attract a floating rate of interest. The benchmark rate for determining interest
receivable and floating rate assets is linked to the UK base rate
Foreign currency risk
The Group’s exposure to foreign currency risk is limited as most of its invoicing and payments
are denominated in Sterling. Accordingly, no sensitivity analysis is presented in this area as it is
considered immaterial.
27. POST BALANCE SHEET EVENTS
On 3 April 2025, the Company terminated the exclusivity Letter of Intent with TheoremRx Inc
(“TheoremRx”) by mutual agreement. The termination of the LOI followed notification by TheoremRx
of a decision not to proceed with an amendment to the LOI to return the territory of Taiwan and
maintain exclusivity in exchange for a non-refundable payment of $200,000 by 31 March 2025. As a
consequence, the Company intends to move VAL201 to a prostate cancer focussed special purpose
vehicle and will file new IP to extend the patent life.