ValiRx plc Annual Report and Accounts 2012
Making a structural change
to development technologies ValiRx plc is a biopharmaceutical company 
developing technologies and products in 
oncology therapeutics and diagnostics.
Who we are
Achieve
faster
diagnoses
Enhance  
patient  
care
Substantially 
improve 
treatment 
outcomes cost 
effectively
Research shows there 
is high demand for new 
personalised medicines 
and services.
ValiRx is aiming to:
We want to make a structural 
change in science, namely to 
engineer a scientiﬁc breakthrough 
into human health and wellbeing 
through early detection of disease 
and therapeutic intervention.
For more information,
please visit www.valirx.com Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  1
Highlights
Financial
  Revenues for the year were £216,000  
(2011 – £455,000)
  Administration expenses were £2,492,000  
(2011 – £1,513,000)
  Losses after taxation were £2,164,000  
(2011 – £933,000)
  Development Costs, part of administrative 
expenses were £1,010,000 (2011 – £421,000)
  Further capital of £2.9m was raised by way 
of a placing (2011 – £3.3m)
Operational
  Successful placing to raise £2.9m provided the 
Company with the required resources to take the 
Group’s leading anti-cancer therapeutic VAL201, 
through ﬁrst in-human clinical trials
 Encouraging ﬁndings following an early stage breast 
cancer study of VAL201, which showed positive 
inhibition of hormone dependent breast cancer 
tumour growth in a dose dependent manner
  GeneICE based lead compound VAL101 has shown 
good progress in the preclinical phase and the 
development programme is going ahead as planned
  ValiMedix entered into a UK distribution agreement 
with First Health Products Limited for the distribution 
and sale of ValiRx’s SELFCheck health screening 
products in the UK
Business Overview
Who we are IFC
Highlights  01
At a glance  02
Chairman’s report  04
Chief Executive Ofﬁcer’s report  05
Risks and Uncertainties  07
Corporate Governance
Board of Directors  08
Directors’ report  10
Independent auditors’ report  12
Financial Statements
Consolidated statement of comprehensive income  14
Statement of changes in equity 15
 Consolidated statement of ﬁnancial position  16
Cash ﬂow statement  17
Notes to the consolidated statement of cash ﬂows  18
Notes to the ﬁnancial statements  19
Company balance sheet  31
Notes to the company ﬁnancial statements  32
Company information IBC  ValiRx plc  |  Annual Report and Accounts 2012 2
At a glance
We focus on the treatment of cancer, specialising  
in epigenomic and genetic analysis.
2006 2007 2008 2009
ValiRx Timeline
VAL101
VAL101 is a novel therapeutic based on the Company’s 
proprietary GeneICE (Gene Inactivation by chromatin 
engineering) platform, which attracted a €1.2m 
Eurostars grant to fund its development. It acts to target 
and switch “OFF” the gene that expresses Bcl-2, a protein 
that is implicated in about half of all carcinomas. Bcl-2 
inhibits the critical process of apoptosis (programmed 
cell death), which prevents cancer development. Thus, 
because of its function in anti-apoptosis, the Bcl-2 gene 
has become a major target in the development of new, 
superior anticancer therapies. Pre-clinical studies 
have established VAL101’s efficacy in prostate, 
ovarian and pancreatic cancers, and may also 
have anti-tumour activity against orphan 
oncologic indications.
VAL201
VAL201 is a novel peptide for the treatment of 
hormone refractory prostate cancer and also other 
indications of hormone induced unregulated growth 
including endometriosis. These conditions have major 
unmet clinical needs and the personalised approach 
provided by VAL201 promises to significantly improve 
treatment outcomes. Pre-clinical studies conducted in 
collaboration with Oxford University have also established 
that this compound has the potential to reduce side 
effects as it leaves other hormone-induced activities 
working normally.
ValiRx was awarded a grant 
of £270,000 by the UK’s 
Government Technology 
Strategy Board under the 
Eurostars scheme.
ValiRx secured a global 
distribution agreement for 
diagnostic subsidiary ValiBio 
with US based Bioﬁeld and 
secured €600,000 from 
the sale.
ValiRx signed a full 
license agreement with 
Chroma Therapeutics Ltd to 
commercialise a non-invasive 
diagnostic technology patent 
developed by Chroma. 
ValiRx was admitted onto the 
AIM following the successful 
reverse take-over of Azure 
Holdings plc. The company’s 
valuation on admission was 
£12.8m based on an opening 
share price of 1.45p per share.
We have three advanced divisional companies, ValiPharma, ValiFinn 
and ValiMedix. Their technologies can be applied to numerous other 
ﬁelds and together they make up ValiRx.
Currently, ValiPharma has two lead drug candidates in late stage 
pre-clinical development for three indicators, two of which are: Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  3
2010 2011 2012 2012
ValBiomarkers
ValiFinn’s specialist competency lies in epigenomics, 
a rapidly advancing field that enables pairing a prognostic 
and/or predictive biomarker with a targeted drug. This 
is a key part of personalised medicine, particularly in 
cancer patients. The Company is actively discovering, 
developing, and validating functional biomarkers with high 
specificity and sensitivity from its 5 families of patents and 
patent applications and related intellectual property. These 
are diagnostic markers of inhibition of signalling pathways, 
which are target sites for novel drugs to treat cancer, and 
predictive markers of disease progression.
SELFCheck
ValiMedix was established in 2009 to exploit the 
growing “well being” market through the marketing 
and distribution of reagent-based home screening 
tests under the brand SELFCheck. These tests are 
designed to have high sensitivity and specificity to 
detect levels or the presence of a range of biological 
markers e.g. PSA – prostate specific antigen; FSH 
– follicle stimulating hormone; H Pylori antibodies, 
that may be indicators of disease.
Successful placing to raise 
£2.9m will allow VAL201 
to enter into in-human 
clinical trials.
ValiMedix entered into a UK 
distribution agreement with 
First Health Products Limited 
for the distribution and sale 
of ValiRx’s SELFCheck health 
screening products in the UK.
ValiMedix Ltd became 
the exclusive supplier of 
the SELFCheck brand of 
Personal Health Screening 
Tests, which became 
increasingly available in 
pharmacies throughout 
the UK.
ValiRx announced that 
its human papilloma virus 
(HPV) smear test to detect 
the onset of cervical cancer 
in women begun clinical 
sample validation. ValiRx plc  |  Annual Report and Accounts 2012 4
Chairman’s report
2012 was a good year for the Company and 
I am pleased to report on the solid progress 
achieved during the period, with performance 
much in line with expectations and with 
VAL201 advancing into ﬁrst in-human trials.
ValiRx continues to develop pleasingly on 
a number of fronts. 
The Group continues to explore and 
develop its platforms for drug discovery 
and development. ValiRx is seeking to drive 
greater shareholder value by conducting the 
clinical development of our lead compound 
VAL201 in its ﬁrst potential indication, rather 
than by out-licensing its compounds at this 
stage. The Company has also advanced the 
pre-clinical development of its lead GeneICE 
therapeutic compound VAL101 as well 201 
for two secondary indications. 
During the year, the company consolidated 
its biomarker unit in Finland through the 
acquisition of Pharmatest Services, together 
with certain associated intellectual property 
assets. Strategically, the acquisition has 
enhanced the Company’s R&D capability 
as the specialist expertise within the unit is 
leveraged to advance the companion diagnostics 
to complement therapeutic development. 
Furthermore, the Company is delighted 
to report that it has attracted and is now 
working with a team of internationally 
recognized experts in Oncology and the 
Group is already feeling the beneﬁt of their 
collaboration, counsel and support.
In April 2012, we completed a placing through 
our broker Hybridan, to raise GBP 900,000 
(before expenses). In November, ValiRx 
announced a second placing, again 
through Hybridan, to raise £2.03m, 
which will enable the Company to fund 
its clinical development.
In October, we were pleased to announce 
that ValiMedix, had entered into a UK 
distribution agreement with First Health 
Products Limited. The ﬁve-year agreement 
means that the Company will no longer incur 
any of the direct expenses associated with 
the sales and marketing campaigns of the 
SELFCheck products.
Our progress during the period under review 
has been very encouraging and I am delighted 
that the business continues to more ﬁrmly 
establish itself and is now in a better position 
to take full advantage of opportunities as 
they arise. I look forward to seeing our lead 
therapeutics continue to progress and our 
position in the biotechnology market strengthen 
further. I look to the future with much conﬁdence.
On a personal note, I would like to thank 
our executive team, clinical advisors and 
members of the board for the support, 
hard work and signiﬁcant contribution 
each has made to the business over 
the last twelve months.
N Thorniley 
Non-exec Chairman
ValiRx plc
27 March 2013
“ 2012 was a good year for the company and 
I look to the future with much conﬁdence.”
Our goals for 2013
  Clinical phase of VAL201
  Complete Pre-clinical of VAL101
  Pipeline of 2/3 development programmes Pre-clinical
  Development of biomarkers as companion diagnostics 
for personalised therapeutics
  Expand IP portfolio and value
  Agreements with development and clinical partners
  Development of biomarker diagnostics
  Value uplift from preclinical to clinical  
development phase Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  5
Chief Executive Ofﬁcer’s report
I am pleased to report that we have continued 
to make good progress in terms of developing 
our cancer therapeutics and our biomarker 
diagnostics. During the period, the Company 
made signiﬁcant advances in moving forward 
both its therapeutic compounds, VAL101 
and VAL201, in their pre-clinical and clinical 
development programmes. Furthermore, 
ValiRx has grown and further developed its 
companion diagnostics biomarker programme 
alongside its overall R&D capabilities.
GeneICE and VAL101 
The Company has seen good progress 
regarding the pre-clinical development 
of VAL101, the lead compound based on 
ValiRx’s proprietary GeneICE technology (or 
“Gene inactivation by chromatin engineering”). 
GeneICE has been developed for silencing 
or “freezing” rebellious genes, which cause 
conditions such as cancer and various 
neurological problems. Imperial College, 
University of London, from whom the 
technology was originally licensed, has been 
working in collaboration with the Company 
and is continuing to carry out pre-clinical 
development studies. Alongside this activity, 
ValiRx is currently looking at ways in which it 
can further expand its development pipeline 
based on the GeneICE platform. 
We continue to meet the milestones as 
set out in our programme objectives and 
as previously announced, we have optimised 
and simpliﬁed the production of the candidate 
molecules. Results from the pre-clinical 
programme have shown efﬁcacy in killing 
cancer cells in several systems, as reported 
previously and we believe the lead compound 
and potential pipeline compounds have the 
scope to deliver beneﬁcial biological/clinical 
effects in oncological and various 
other indications.
VAL201
We were particularly pleased to report 
during the summer last year that our 
VAL201 development programme entered 
into its clinical development phase. Since then 
I am very happy to say that the manufacture 
of VAL201 has been upgraded to full GMP 
quality and batches of the compound, made 
to this human compatible standard, have 
been used in various regulatory toxicological 
and stability studies. All the various study 
results are in line with expectations and no 
unexpected results have been seen. In fact, 
no toxicological or other unpredicted effects 
within the expected therapeutic range have 
been witnessed.
In addition to the required regulatory 
background work, extensive work, of a 
more fundamental nature, aimed at improving 
the understanding of the molecular and 
biochemical mechanism of VAL201 has 
continued. This has markedly increased our 
knowledge and understanding of the speciﬁc 
way in which VAL201 interacts and causes 
the effects seen in the model, proof of 
concept and regulatory studies. This has 
resulted in a more robust underpinning of 
the clinical utility of the compound and is 
enhancing the potential for VAL201’s 
clinical success.
A major milestone was achieved when the 
company presented its ﬁndings to the MHRA 
in the late autumn and received considerable 
support from the organisation for taking VAL201 
forward. The ﬁrst clinical indication will be 
prostate cancer and the ﬁrst-in-human studies 
will involve patients with later-stage disease. 
It is very satisfying to be able to conﬁrm our 
earlier work that the compound is effective 
against a range of hormone refectory cancers 
such as breast and ovarian cancer, among 
others and the VAL201 response in these 
conditions was shown to be dose dependent. 
Further, we have ﬁrmly establish in a 
pre-clinical study of VAL201, in collaboration 
with Oxford University, a potentially important 
role for VAL201 in treating other conditions 
of hormone induced uncontrolled cell growth, 
and that treated test subjects remained fertile 
and produced normal offspring. All these 
hormonally induced conditions currently have 
a large unmet medical need. Additionally, it is 
nice to report that we have expanded our 
patent portfolio for a further indication in 
endometriosis or hormone induced 
abnormal cell growth in women. 
Diagnostics and Biomarker Activities
In January 2012, we saw the consolidation 
of our Biomarker biomarkers business unit 
with the acquisition of the Finnish biomarkers 
business, Pharmatest Services Oy, by ValiFinn 
together with 5 families of patents, patent 
applications and related Intellectual Property (IP). 
Strategically, the acquisition will enhance the 
Company’s R&D capability, as the specialist 
biomarker expertise within
ValiRx is a growing company with a clear  
business model.
Our business model has evolved to become a solid & reliable way to 
increase the Company’s growth potential, while all the time maintaining 
the desire to meet the demand and ﬁll an important gap in the market.
Reduce risk in new
product development 
through a rigorous 
clinical and commercial 
due diligence process
Select drug
candidates and 
technologies with 
evidence-based 
potential to address 
the unmet needs 
of the market
Maximise returns 
to shareholders by 
adding value at the 
earlier stages where 
value increases per 
investment unit are
the greatest ValiRx plc  |  Annual Report and Accounts 2012 6
Diagnostics and Biomarker Activities 
continued
the unit is leveraged to advance in-house 
the development of companion biomarker 
diagnostics to complement ValiRx’ s therapeutics. 
The acquisition provides ValiRx with increased 
exposure to the fast moving Biomarker market, 
a key and increasingly exciting ﬁeld within 
our industry, and to a revenue stream, albeit 
currently small, derived from the provision of 
contract services. Epigenomics is a rapidly 
advancing ﬁeld and pairing a prognostic and/
or predictive biomarker diagnostic with a 
targeted drug is emerging as a key part of 
personalised medicine, particularly in cancer 
patients. These markers have the potential 
for delivering signiﬁcant beneﬁt for patients, 
alongside potential cost savings derived from 
across the pharmaceutical industry. Our 
activity in this space has already attracted 
interest from a number of organisations and the 
company is progressing various opportunities. 
Clinical Appointments and 
Collaborative Agreements
The Company is delighted to report that it has 
attracted and is now working with a team of 
internationally recognized experts in Clinical 
development in Oncology. Together, the team 
brings decades of expertise in product clinical 
development, patient selection, clinical protocol, 
regulatory affairs and other areas, imperative 
for the optimisation of clinical outcomes. 
The Group is already feeling the beneﬁt 
of their collaboration, counsel and support 
in these areas. 
During the period, ValiRx has expanded its 
international developmental and collaborative 
agreements with prestigious partners, including 
Imperial College, University College, Institut 
Paoli-Calmettes of Marseilles, France and 
Physiomics plc (AIM: PYC), the Oxford-based 
systems biology company. We are delighted that 
the company continues to attract world-leading 
institutions to partner with us in the exciting 
development of a number of our key compounds 
and we thank them for their support.
SELFCheck Health Screening Products
In October, we announced that ValiMedix, 
had entered into a UK distribution agreement 
with First Health Products Limited for the 
distribution and sale of ValiMedix’s SELFCheck 
health screening products. The outsourcing 
of this division has freed up management time 
and has allowed ValiRx’s resources to be 
better targeted on maximising the value 
creation of its higher value, core therapeutic 
and diagnostic activities and for key members 
of ValiRx’s management team to expedite the 
product development of VAL201 towards 
clinical trials.
Fund Raising
During the year, the Company achieved 
two successful fund raises. In April 2012, 
we completed a placing through our broker 
Hybridan, to raise GBP 900,000 (before 
expenses). In November, ValiRx announced 
a second placing, again through Hybridan, 
to raise £2.03m. The net funds raised from 
this placing have provided the Company with 
the funding required to take VAL201 through 
and to the completion of First in Human trails, 
which represents a signiﬁcant opportunity 
and value driver for the Group and I am both 
grateful to and pleased by the high level 
of support received from both new and 
existing shareholders.
Outlook
Looking to the future, we will continue 
to progress our lead clinical development 
programmes and further advance the 
pre-clinical development pipeline, in addition 
to increasing the Company’s commercial 
development activities and our product 
development activities. The Company has 
made excellent progress over the past year 
and we will look to further establish ourselves 
at the forefront of personalised oncology 
development with hopefully some momentous 
milestones having been achieved.
Satu Vainikka
Chief Executive Ofﬁcer
27 March 2013
Chief Executive Ofﬁcer’s report continued
ValiRx product pipeline
Discovery Product Optimisation Pre-clinical Phase I Phase II
VAL201 Prostate/Breast Cancer
VAL201 Endometriosis
VAL101 Apoptosis inducer
Nav3 Cancer biomarker
GeneICE Discovery platform









for product pipeline
 V Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  7
Risks and uncertainties
The nature of pharmaceutical development is 
such that there are signiﬁcant inherent risks due 
to the long and complex development process.
Below are those principal risks and uncertainties that the Board considers 
could have a material impact on the Group’s operational results, ﬁnancial 
condition and prospects.
Industry risk
In common with other research and development stage businesses, Valirx’s 
business risks relate principally to the success of its development programmes 
and to the need to fund its operations through these. The success of the Group’ s 
programmes depends upon the quality of the design and the implementation 
of each programme. The Group utilises a range of external scientiﬁc, regulatory 
and clinical experts to help guide its development programmes. The progress 
of the development programmes therefore represents the best indicator of the 
Group’s performance. Successful commercialisation of the Group’s products 
is likely to depend on successful progress through clinical studies, licencing 
and or partnering and registration. Development of product candidates involves 
a lengthy and complex process and products may not meet the necessary 
requirements in terms of toxicity, efﬁcacy or safety, or the relevant regulators 
may not agree with the conclusions of the Group’s research and may require 
further testing or withhold approval altogether. The Group manages its clinical 
and regulatory risk by working closely with its expert regulatory advisors and, 
where appropriate, seeking advice from regulatory authorities on the design 
of key development plans for its preclinical and clinical programmes.
Clinical and regulatory risk
Successful commercialisation of the Group’s products is likely to depend on 
successful progress through clinical studies and registration. Development of 
product candidates involves a lengthy and complex process and products may 
not meet the necessary requirements in terms of toxicity, efﬁcacy or safety, 
or the relevant regulators may not agree with the conclusions of the Group’s 
research and may require further testing or withhold approval altogether. The 
Group manages its clinical and regulatory risk by working closely with its expert 
regulatory advisors and, where appropriate, seeking advice from bodies on 
clinical and regulatory risk relevant to the Group’s programmes and activities.
Competition risk
The Group’s success depends on acceptance of the Group’s products by the 
markets, including pharmaceutical and biotechnology companies users and 
third party payers, and consequently the Group’s progress may be adversely 
affected if it is unable to achieve market acceptance of its products. Factors 
which may affect the rate and level of market acceptance of any of the Group’s 
products include the existence or entry on to the market of superior competing 
products or therapies and the price of the Group’s products compared to 
competing products and overall cost effectiveness of the product. The Group 
works closely with its legal and other advisors and obtains, where necessary 
opinions on competition risk relevant to the Group’s programmes and activities.
Return on investment
The drug development process is inherently risky and is conducted over several 
years and consequently is costly. Many drug candidates fail in development 
due to the clinical and regulatory risks, and even in those circumstances where 
drugs are sold, licensed or partnered prior to or subsequent to potential or actual 
approval, sales levels can be disappointing due to competition, healthcare 
regulation and/or intellectual property challenges. As a result the returns 
achieved may be insufﬁcient to cover the costs incurred. The Group looks to 
mitigate the development and commercial risk by partnering drug candidates 
for late-stage development and commercialisation. By partnering in this way, 
part of the risk proﬁle is reduced and the cost to the Company of programme 
development is minimised.
Financial risk: Cash ﬂow
The Group has a history of operating losses which are anticipated to continue 
until the Group is able to generate sufﬁcient revenues from its development 
programmes. However, the Group may need to seek further capital through 
equity or debt ﬁnancings in the future and if this is not successful, the ﬁnancial 
condition of the Group may be adversely affected. As at 31 December 2012, 
the Group had cash resources of £2,260,783 which the Group considers 
sufﬁcient to ﬁnance its operational activities until at least Q1 2014.
Intellectual property risk
The Group’s success depends, in part, on its ability to obtain and maintain 
protection for its intellectual and proprietary information, so that it can stop 
others from making, using or selling its inventions or proprietary rights. The 
Group’s patent applications may not be granted and its existing patent rights 
may be successfully challenged and revoked. The Group invests in maintaining 
and protecting this intellectual property to reduce risks over the enforceability 
and validity of the Group’s patents. The Group works closely with its legal 
advisors and obtains where necessary opinions on the intellectual property 
landscape relevant to the Group’s programmes and activities.
Counterparty risk
The Group’s success depends on acceptance of the Group’s products by 
the markets, including various buyers, users and third party payers, and 
consequently the Group’s progress may be adversely affected if it is unable 
to achieve market acceptance of its products. Factors which may affect the 
rate and level of market acceptance of any of the Group’s products include 
the existence or entry on to the market of superior competing products or 
therapies and the price of the Group’s products compared to competing 
products and overall cost effectiveness of the product. The Group works 
closely with its legal advisors and obtains, where necessary opinions on 
the Counterparty risk relevant to the Group’s programmes and activities.
Corporate Governance Business Overview Financial Statements ValiRx plc  |  Annual Report and Accounts 2012 8
Board of directors
Nicholas Thorniley
Chairman
Nicholas ﬁrst worked in the City for 
Montagu Loebl and Stanley, becoming 
a partner in 1974. He was a founder 
member of the London Oil Analysts Group 
and became chairman in 1983.
He joined L Messel & Co in 1981 as a 
partner and moved to Panmure Gordon 
in 1991 as a director, before ﬁnally joining 
Investec Securities as a director and head 
of corporate broking in 2002. His career in the 
City spans some 37 years, during which time 
he has amassed extensive experience in the 
small to mid capitalised company arena and 
across a range of disciplines including equity 
research, sales and corporate broking. 
Dr Satu Vainikka
Chief Executive Ofﬁcer
Satu has many years’ experience of the 
biotechnology industry, including extensive 
ﬁrst hand experience of equity ﬁnancing, 
business management and developing 
life science technology into commercial 
enterprises. Prior to her current role as 
CEO of ValiRx, she was a founder, director 
and CEO of Cronos Therapeutics Limited.
In her past roles, Dr Vainikka has developed 
and exited successful business models, 
negotiated corporate and academic 
transactions and raised funding for 
a number of companies.
 Dr Satu Vainikka has gained the following 
qualiﬁcations and awards:
  MBA at Imperial College Business 
School 2000;
  PhD in signal transduction in oncology, 
University of Helsinki 1996; and
  Prestigious “embo” fellowship for 
Postdoctoral research at Imperial 
Cancer Research (now CRC).
Gerry Desler
Chief Financial Ofﬁcer
Gerry is a chartered accountant, who qualiﬁed 
in 1968 with a City ﬁrm, before becoming 
a partner in 1970. Between 1985 to 1990 
he was the senior partner. During his time 
in the City, he has specialised in consultancy 
work, much of it involving funding and 
venture capital.
He was involved in one of the ﬁrst joint 
ventures in what was then the People’s 
Republic of China in 1980. Gerry is also the 
ﬁnance director of Premier Gold Resources plc, 
an AIM listed company, and is on the board 
of a number of private companies. 
Our experienced Board of Directors comprises 
six dedicated members who are all well respected 
within their ﬁeld. Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  9
George Morris
Chief Operations Ofﬁcer
George has over 25 years’ experience in 
biological and medical research and ﬁnancial 
services. In the past he has worked for Guy‘s 
Hospital Medical School Department of 
Medicine, King’s College and University 
College London. As a research scientist, 
he is an author of numerous books and 
articles on refereed papers, approximately 
70 abstracts, short reports and posters, 
and an inventor of multiple patents.
George was a founding member of the 
expert advisory panel, the “Biotechnology 
and Finance Forum”, set up jointly between 
the European Commission and the European 
Association of Securities Dealers. George 
is involved in a number of conferences and 
workshops with the EU research and 
agricultural directorates and is an “expert” 
to the Commission and has been invited 
into several policy discussion groups.
George has worked with a variety of 
commercial, governmental organisations 
and ﬁnancial institutions in the US, Europe 
and Australia and many consultancy projects 
covering various biotechnology and ﬁnancial 
activities. He is regularly asked to chair 
or participate in conferences in his areas 
of experience, including acting as a 
“Venture Academy” mentor. 
Kevin Alexander
Non-executive Director
Kevin is a qualiﬁed solicitor in England and 
an attorney in New York and he was a partner 
at major law ﬁrms in both London and the 
United States for over 25 years. Since leaving 
the law he has been involved in forming and 
managing various businesses, both private 
and public. Kevin is a Director of ValiRx plc 
and joined the Board in September 2006. 
He has an MA in law from Cambridge University.
Oliver de Giorgio-Miller
Non-executive Director
Oliver has a wealth of experience in the 
management and commercial advancement 
of life science companies. He has worked 
for over 30 years with several global 
pharmaceutical and medical device 
companies including Schering AG, 
Hoffman la Roche, Intavent-Orthoﬁx and 
Photo Therapeutics, a Cancer Research UK 
company, and he has extensive experience 
advising a number of other early stage 
biopharmaceutical and medical 
device companies.
Since 2002 Oliver has worked as a life 
sciences analyst in the City, working alongside 
corporate ﬁnance, investor relations and 
sales teams on a wide range of transactions 
including IPOs, secondary issues and M&As. 
He is a director and investment manager of an 
offshore fund, Sarum Investment (SICAV) plc, 
which is exclusively focused on the oncology 
sector. Oliver joined the Board of ValiRx plc in 
May 2011. ValiRx plc  |  Annual Report and Accounts 2012 10
The Directors present their report and ﬁnancial statements for the year ended 31 December 2012.
Principal activities and review of the business
The principal activity of the Company continued to be that of an investment holding company. The principal activity of the Group is that 
of therapeutic and diagnostic research and development.
The Company has undertaken to develop a novel and groundbreaking class of therapeutics based on the unique and proprietary GeneICE 
platform and hypergenomics technology.
A review of the development and performance of the Group, including important events, progress during the year, and likely future developments, 
can be found in the Chairman’s Statement and the Chief Executive’s Report.
Results and dividends
The results for the year are set out on page 14.
The Directors do not recommend payment of an ordinary dividend.
Key Performance Indicators
The business Key Performance Indicator (KPI) is to carry out the research programme in accordance with the plans approved by the Board 
of Directors. The ﬁnancial KPI is to ensure that there is adequate funding in place to achieve the business KPI. At the year end, the Group 
had £2,260,783 (2011: £1,634,148) cash in the bank.
Principal risks and uncertainties
In common with other small biotechnology companies, our business is subject to a number of risks and uncertainties, which include:
  the uncertainty that clinical trials will succeed or lead to commercially viable products. The Group develops many products and some may 
not prove to be successful. The Directors, upon advice from the Group’s Science Advisory Committee, ensure that regular reviews of product 
development are undertaken so that unsuccessful developments can be terminated early in their life cycle;
  competition from other companies and market acceptance of our products. The Group aims to be ahead of the competition by continual 
development of its products targeted at speciﬁc customer requirements;
  despite extensive product testing prior to market launch, products may produce unanticipated adverse side effects that may hinder their marketability. 
The Group may be insufﬁciently covered for any possible litigation which in some cases can potentially be open-ended. The Group maintains product 
liability insurance and ensures systems and processes relating to the manufacture of its products are compliant and regularly reviewed;
  intellectual property infringement claims by others and the ability to protect our intellectual property. Although the Group attempts to protect its 
intellectual property, there is a risk that patents will not be issued with respect to applications now pending. In addition, there is a risk that patents 
granted or licensed to the Group may not be sufﬁciently broad in their scope to provide protection against other third party technologies. The Group 
takes professional advice from experienced patent lawyers and works hard to win patents applied for and to ensure that the scope is sufﬁciently broad;
  availability and terms of capital needed for the business. The Board continually reviews the twelve month rolling cash ﬂow forecast and the 
development budget every three months to ensure that the Group has sufﬁcient working capital for the ongoing development of products and 
to fund the business generally. We also consider joint ventures with various partners to share the ﬁnancial burden of product development; and
  the Group operates in a highly regulated environment for the testing, manufacture and supply of its products. Compliance with clinical and regulatory 
requirements within the EU affects not only the cost of product development and resource use, but also the time required to comply. Increased 
regulation may require products to be amended to comply with regulations and/or products have to be withdrawn, reducing revenues and/or 
increasing costs. Regulatory authorities are increasingly focused on the beneﬁt/risk of pharmaceutical products and safety data making it more 
onerous to obtain regulatory approval. Compliance systems are in place to ensure all clinical, manufacturing and marketing activities comply with 
regulations in the EU and other territories. Standard operating procedures are maintained to ensure compliance with good manufacturing practice.
Financial risk management objectives and policies
Note 24 to the ﬁnancial statements gives details of the Group’s objectives and policies for risk management of ﬁnancial instruments.
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.
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 £1.01m (2011: £0.42m) on research and development. Further details 
on the Group’s research and development are included in the Chief Executive’s Report on pages 5 to 6.
Directors
The following Directors have held ofﬁce since 1 January 2012:
N Thorniley 
Dr S Vainikka 
Dr G Morris 
G Desler 
K Alexander 
O De Giorgio-Miller
The market value of the Company’s shares at 31 December 2012 was 0.43p and the high and low share prices during the period were 0.76p 
and 0.34p respectively.
Directors’ report
for the year ended 31 December 2012 Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  11
Signiﬁcant shareholders
As at 27 March 2013, so far as the Directors are aware, the parties who are directly or indirectly interested in 3% or more of the nominal value 
of the Company’s share capital are as follows:
Shareholders Number of shares % of total
Directors 69,379,261 4.05%
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.
Creditor payment policy
The Company’s current policy concerning the payment of trade payables 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 payables at the year end represented 28 (2011: 21) days’ purchases.
Auditors
In accordance with Section 489 of the Companies Act 2006, a resolution proposing that Adler Shine LLP be re-appointed as auditors of the 
Company will be put to the Annual General Meeting.
Directors’ responsibilities
The Directors are responsible for preparing the Directors’ Report and the ﬁnancial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare ﬁnancial statements for each ﬁnancial year. The Directors are also required to prepare ﬁnancial 
statements for the Group in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The Directors 
have chosen to prepare the ﬁnancial statements for the Company in accordance with United Kingdom Generally Accepted Accounting Practice.
Group ﬁnancial statements
International Accounting Standard 1 requires that ﬁnancial statements present fairly for each ﬁnancial year the Group’s ﬁnancial position, ﬁnancial 
performance and cash ﬂows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance 
with the deﬁnitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s 
“Framework for the Preparation of Financial Statements”. In virtually all circumstances, a fair presentation will be achieved by compliance with 
all applicable IFRSs. A fair presentation also requires directors to:
 select suitable accounting policies and then apply them consistently;
 present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; and
  provide additional disclosures when compliance with the speciﬁc requirements in IFRSs are insufﬁcient to enable users to understand the 
impact of particular transactions, other events and conditions on the entity’s ﬁnancial position and ﬁnancial performance.
Parent company ﬁnancial statements
Company law requires the Directors to prepare ﬁnancial statements for each ﬁnancial year. 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 Company and of the proﬁt or loss 
of the Company for that period. In preparing these ﬁnancial statements, the Directors are required to:
 select suitable accounting policies and then apply them consistently;
 make judgements and accounting estimates that are reasonable and prudent;
  state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the 
ﬁnancial statements; and
 prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufﬁcient to show and explain the Company’s transactions and 
disclose with reasonable accuracy at any time the ﬁnancial position of the Company and to enable them to ensure that the ﬁnancial statements 
comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable 
steps for the prevention and detection of fraud and other irregularities.
Financial statements are published on the Group’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. The maintenance and integrity of the Group’s website 
is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the ﬁnancial statements contained therein.
Statement of disclosure to auditors
So far as each person serving as a Director of the Company at the date this report is approved is aware:
(a) there is no relevant audit information of which the Company’s auditors are unaware, and
(b)  each Director hereby conﬁrms that he or she has taken all the steps that he or she ought to have taken as Director in order to make himself 
or herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.
This report was approved by the Board of Directors and signed on its behalf by:
Dr S Vainikka
Director
Corporate Governance Business Overview Financial Statements ValiRx plc  |  Annual Report and Accounts 2012 12
Independent auditors’ report
to the members of ValiRx Plc
We have audited the Group and Parent Company ﬁnancial statements (the “ﬁnancial statements”) of ValiRx Plc for the year ended 31 December 2012 
which comprise the Group Statement of Comprehensive Income, the Group Statement of Financial Position and Parent Company Balance Sheet, 
the Group Cash Flow Statement, the Group Statement of Changes in Equity and the related notes.
The ﬁnancial reporting framework that has been applied in the preparation of the Group ﬁnancial statements is applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the European Union. The ﬁnancial reporting framework that has been applied in the 
preparation of the Parent Company ﬁnancial statements is applicable law and United Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit 
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ report 
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and 
the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set out on page 11, the Directors are responsible for the preparation of the 
ﬁnancial statements and for being satisﬁed that they give a true and fair view. Our responsibility is to audit and express an opinion on the ﬁnancial 
statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply 
with the Auditing Practices Board’s (APB) Ethical Standards for Auditors.
Scope of the audit of the ﬁnancial statements
An audit involves obtaining evidence about the amounts and disclosures in the ﬁnancial statements sufﬁcient to give reasonable assurance that the 
ﬁnancial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting 
policies are appropriate to the Group’s and Parent Company’s circumstances and have been consistently applied and adequately disclosed; 
the reasonableness of signiﬁcant accounting estimates made by the Directors; and the overall presentation of the ﬁnancial statements. In addition, 
we read all the ﬁnancial and non-ﬁnancial information in the Annual Report to identify material inconsistencies with the audited ﬁnancial statements. 
If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on ﬁnancial statements
In our opinion:
  the ﬁnancial statements give a true and fair view of the state of the Group’s and the Parent Company’s affairs as at 31 December 2012 
and of the Group’s loss for the year then ended;
  the Group ﬁnancial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
  the Parent Company ﬁnancial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting 
Practice; and
 the ﬁnancial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the ﬁnancial year for which the ﬁnancial statements are prepared is consistent 
with the ﬁnancial statements.
Matters on which we are required to report by exception
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.
Darsh Shah (Senior Statutory Auditor)
for and on behalf of Adler Shine LLP 
Statutory Auditors
Aston House
Cornwall Avenue
London
N3 1LF Annual Report and Accounts 2012 | ValiRx plc 13
Corporate Governance Business Overview Financial Statements
Financial statements
Consolidated statement of comprehensive income  14
Statement of changes in equity 15
 Consolidated statement of ﬁnancial position  16
Cash ﬂow statement  17
Notes to the consolidated statement of cash ﬂows  18
Notes to the ﬁnancial statements  19
Company balance sheet  31
Notes to the company ﬁnancial statements  32 ValiRx plc  |  Annual Report and Accounts 2012 14
Consolidated statement of comprehensive income
for the year ended 31 December 2012
2012 2011
Notes £ £
Revenue 3 216,269 455,226 
Cost of sales (72,960) (26,507)
Gross proﬁt 143,309 428,719 
Research and development (1,010,476) (420,683)
Administrative expenses (1,481,717) (1,092,492)
Operating loss 4 (2,348,884) (1,084,456)
Finance income 5 19,001 20,726 
Finance costs 6 (21) (1,308)
Loss on ordinary activities before taxation (2,329,904) (1,065,038)
Income tax expense 7 165,956 132,353 
Loss for the year (2,163,948) (932,685)
Other comprehensive income
Change in fair value of available-for-sale assets 13,893 147,912 
Loss for the year and total comprehensive income (2,150,055) (784,773)
Loss per share – basic and diluted 8
From continuing operations (0.17)p (0.10)p
There are no recognised gains and losses other than those passing through the Consolidated Statement of Comprehensive Income.
The notes on pages 19–30 form part of these statutory accounts. Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  15
Share 
capital
Share 
premium
Merger 
reserve
Reverse 
acquisition
reserve
Share option 
reserve
Retained 
earnings Total
Notes £ £ £ £ £ £ £
Balance at 
1 January 2011 4,831,722 635,069 637,500 602,413 21,403 (4,730,855) 1,997,252 
Changes in equity 
for 2011
Loss for the year — — — — — (932,685) (932,685)
Change in fair 
value of available-
for-sale assets — — — — — 147,912 147,912 
Movement in the year — — — — 30,737 — 30,737 
Issue of shares 568,262 2,815,957 — — — — 3,384,219 
Share issue costs — (203,487) — — — — (203,487)
Balance at 
31 December 2011 18 5,399,984 3,247,539 637,500 602,413 52,140 (5,515,628) 4,423,948 
Changes in equity 
for 2012
Loss for the year — — — — — (2,163,948) (2,163,948)
Change in fair 
value of available-
for-sale assets — — — — — 13,893 13,893 
Movement in the year — — — — 21,712 — 21,712 
Issue of shares 17 651,623 2,280,675 — — — — 2,932,298 
Share issue costs — (191,062) — — — — (191,062)
Balance at 
31 December 2012 18 6,051,607 5,337,152 637,500 602,413 73,852 (7,665,683) 5,036,841 
Merger reserve
The merger reserve of £637,500 exists as a result of the acquisition of ValiRx Bioinnovation Limited. The merger reserve represents the difference 
between the nominal value of the share capital issued by the Company and the fair value of ValiRx Bioinnovation Limited at 3 October 2006, 
the date of acquisition.
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.
Statement of changes in equity
for the year ended 31 December 2012
Corporate Governance Business Overview Financial Statements ValiRx plc  |  Annual Report and Accounts 2012 16
Consolidated statement of ﬁnancial position
as at 31 December 2012
2012 2011
Notes ££ £ £
ASSETS
Non-current assets
Intangible assets 9 1,803,405 1,748,484 
Property, plant and equipment 10 4,363 9,167 
Financial assets: available-for-sale investments 11 873,343 859,450 
2,681,111 2,617,101
Current assets
Inventories 12 2,727 19,484 
Trade and other receivables 13 353,855 294,908 
Cash and cash equivalents 2,260,783 1,634,148 
2,617,365 1,948,540 
LIABILITIES
Current liabilities
Trade and other payables 14 (261,635) (141,693)
Net current assets 2,355,730 1,806,847 
Net assets 5,036,841 4,423,948 
SHAREHOLDERS' EQUITY
Called up share capital 17 6,051,607 5,399,984
Share premium 5,337,152 3,247,539 
Merger reserve 637,500 637,500 
Reverse acquisition reserve 602,413 602,413 
Share option reserve 73,852 52,140 
Proﬁt and loss account (7,665,683) (5,515,628)
Total shareholders' equity 5,036,841 4,423,948 
The notes on pages 19–30 form part of these statutory accounts.
Approved by the Board and authorised for issue on 27 March 2013.
Dr S Vainikka
Director
Company Registration No. 03916791 Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  17
Cash ﬂow statement
for the year ended 31 December 2012
2012 2011
££ £ £
Net cash outﬂow from operating activities (2,131,745) (1,460,375)
Taxation 132,353 — 
Returns on investments and servicing of ﬁnance
Interest received 19,001 20,726 
Interest paid (21) (1,308) 
Net cash inﬂow from returns on investments and servicing of ﬁnance 18,980 19,418
Capital expenditure and ﬁnancial investment
Payments to acquire intangible assets (132,145) (193,511)
Payments to acquire tangible assets (2,579) (8,831)
Receipts from sales of tangible assets 535 —  
Net cash outﬂow for capital expenditure and ﬁnancial investment (134,189) (202,342)
Acquisitions and disposals
Payments to acquire subsidiary — (13,546)
Net cash acquired with subsidiary undertaking — 2,462  
Net cash outﬂow for acquisitions and disposals — (11,084)
Financing
Issue of ordinary share capital 2,932,298 3,384,219 
Cost of share issue (191,062) (203,487) 
Net cash generated from ﬁnancing activities 2,741,236 3,180,732 
Net increase in cash and cash equivalents 626,635 1,526,349 
Cash and cash equivalents at beginning of period 1,634,148 107,799 
Cash and cash equivalents at end of period 2,260,783 1,634,148
The notes on pages 19–30 form part of these statutory accounts.
Corporate Governance Business Overview Financial Statements ValiRx plc  |  Annual Report and Accounts 2012 18
Notes to the consolidated statement of cash ﬂows
for the year ended 31 December 2012
1 Cash ﬂows from operating activities
2012 2011
£ £
Operating loss (2,348,884) (1,084,456)
Depreciation of tangible assets 6,762 3,829 
Amortisation of intangible assets 48,579 30,096 
Loss on disposal of tangible assets 93 — 
Loss on disposal of intangible assets 25,218 —
Decrease/(increase) in inventories 16,757 (11,227)
Increase in receivables (25,344) (215,513)
Increase/(decrease) in payables within one year 119,942 (361,753)
Other non-cash movements 3,420 147,912 
Share option charge 21,712 30,737 
Cash outﬂows from operating activities (2,131,745) (1,460,375)
2 Cash and cash equivalents
1 January 
2012
Other 
non-cash 
changes Cash ﬂow
31 December 
2012
£££ £
Net cash:
Cash at bank and in hand 1,634,148 — 626,635 2,260,783 
1,634,148 — 624,173 2,260,783 Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  19
Corporate Governance Business Overview Financial Statements
Notes to the ﬁnancial statements
for the year ended 31 December 2012
1 Principal accounting policies
The principal accounting policies adopted in the preparation of these consolidated ﬁnancial statements are set out below.
1.1 Basis of preparation
ValiRx Plc is a company incorporated in the United Kingdom under the Companies Act 1985, which is listed on the AIM market of the 
London Stock Exchange Plc. The address of its registered ofﬁce is 24 Greville Street, London EC1N 8SS.
The registered number of the Company is 03916791.
The Group ﬁnancial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the 
European Union (IFRSs), International Financial Reporting Interpretations Committee (IFRIC) interpretations and the Companies Act 2006 
applicable to companies reporting under IFRS.
The Group ﬁnancial statements have been prepared under the historical cost convention or fair value where appropriate.
1.2 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 August 2011, the Company acquired for a nominal amount, the outstanding equity of a Finnish non-trading company – ValiRx Finland OY 
(ValiFinn) – that it had jointly established with local partners in 2008. As a result of the acquisition, ValiFinn has become a wholly owned 
subsidiary of the Company.
The assets and liabilities of the Group’s foreign operations are expressed in Pounds Sterling using exchange rates prevailing at the balance sheet 
date. Income and expense items are translated at the average exchange rate for the period. Material exchange differences arising are classiﬁed 
as equity. The translation differences are recognised in the period in which the foreign operation is disposed of.
Intra-group transactions, proﬁts and balances are eliminated in full on consolidation.
1.3 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 net 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.
1.4 Other intangible assets
Acquired licences, trademarks and patents are capitalised at cost and are amortised on a straight line basis over their useful life. Patents are 
amortised over 16 years and licences over 20 years.
Acquired brands are written off in equal annual instalments over their useful economic life, which the Directors estimate to be 15 years.
1.5 Research and development
Research expenditure is recognised as an expense and is charged to the income statement in the year in which it is incurred.
Development expenditure is recognised as an expense in the same way unless it meets the recognition criteria of IAS 38 “Intangible Assets”. 
Regulatory and other uncertainties generally mean that such criteria are not met. Where, however, the recognition criteria are met, intangible 
assets are capitalised and amortised over their useful economic lives from product launch.
1.6 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
1.7 Impairment of assets
The carrying value of property, plant and equipment and intangibles is reviewed for impairment when events or changes in circumstances indicate 
the carrying value may be impaired. An impairment loss is recognised in the income statement for the amount by which the asset’s carrying 
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.
1.8 Inventories
Inventories are valued at the lower of cost and net realisable value. ValiRx plc  |  Annual Report and Accounts 2012 20
Notes to the ﬁnancial statements continued
for the year ended 31 December 2012
1 Principal accounting policies continued
1.9 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.
1.10 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, which arise principally through the provision of goods and services to customers 
(e.g. trade receivables) but also incorporate other types of contractual monetary asset. 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 an allowance for any doubtful amounts. 
An allowance 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 in the Consolidated Statement 
of Financial Position.
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.
1.11 Investments
For available-for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until the security 
is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in 
the Statement of Comprehensive Income.
The fair values of quoted investments are based on published market prices.
1.12 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 as follows.
The Group’s trade and other payables are recognised at their original amount.
1.13 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.
1.14 Retirement beneﬁts: Deﬁned contribution schemes
Contributions to deﬁned contribution pension schemes are charged to the Consolidated Statement of Comprehensive Income in the year 
to which they relate.
1.15 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. Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  21
Corporate Governance Business Overview Financial Statements
1 Principal accounting policies continued
1.16 Foreign currency translation
Transactions in currencies other than Sterling, the presentational and functional currency of the Company, are recorded at the rates of exchange 
prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies 
are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in 
foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on retranslation 
are included in the income statement for the period, except for exchange differences on non-monetary assets and liabilities, which are recognised 
directly in equity, where the changes in fair value are recognised directly in equity.
On consolidation, the assets and liabilities of the Group’s overseas entities (none of which has the currency of a hyper-inﬂationary economy) 
are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates 
for the period. Exchange differences arising, if any, are classiﬁed as equity and transferred to the Group’s translation reserve. Such translation 
differences are recognised as income or as expenses in the period in which the operation is disposed of.
1.17 Revenue recognition
Revenue represents sales and services to third party customers in the health sector, together with income from grants, stated net of any 
applicable value added tax. Revenue is recognised when the goods and services have been provided.
1.18 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.
1.19 New 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.
IFRS 1 Government Loans (amendment)
IFRS 7 Offsetting of Financial Assets and Financial Liabilities (amendment)
IFRS 9 Financial Instruments – Classiﬁcation and Measurement
IFRS 10 Consolidated Financial Statements
IFRS 11 Joint Arrangements
IFRS 12 Disclosures of Interests in Other Entities
IFRS 13 Fair Value Measurements
IFRS 1, IAS 1, 16, 32, 34 Annual improvements to IFRSs 2009–2011
IAS 19 Employee Beneﬁts (amendment)
IAS 27 Separate Financial Statements (revised)
IAS 28 Investments in Associates and Joint Ventures (revised)
IAS 32 Offsetting of Financial Assets and Financial Liabilities (amendment)
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.
2 Critical accounting estimates and judgements
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 impairment
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. Determining whether goodwill is impaired 
requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. 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.
Deferred tax assets
Deferred taxation is provided for using the liability method. Deferred tax assets are recognised in respect of tax losses where the Directors believe that 
it is probable that future proﬁts will be relieved by the beneﬁt of tax losses brought forward. The Board considers the likely utilisation of such losses by 
reviewing budgets and medium-term plans for each taxable entity within the Group. If the actual proﬁts earned by the Group’s taxable entities 
differ from the budgets and forecasts used then the value of such deferred tax assets may differ from that shown in these ﬁnancial statements. ValiRx plc  |  Annual Report and Accounts 2012 22
Notes to the ﬁnancial statements continued
for the year ended 31 December 2012
3 Turnover and loss on ordinary activities before taxation
The Directors are of the opinion that under IAS 14 “Segmental Information” the Group operates in two primary business segments, being drug 
development and the sale of self-test drug kits. The secondary segment is geographic. The Group’s geographical segments are determined 
by location of operations. The Group’s revenues and net assets by both primary and secondary business segments are shown below.
2012 2011
Class of business £ £
Revenue
Drug development 52,261 404,215 
Self-test diagnostic kits 164,008 51,011 
216,269 455,226
Loss before taxation
Drug development (2,131,389) (917,657)
Self-test diagnostic kits (173,297) (147,381)
(2,304,686) (1,065,038)
Net assets
Drug development 4,892,058 4,752,799 
Self-test diagnostic kits 170,001 (328,851)
5,062,059 4,423,948
2012 2011
Geographical market £ £
Revenue
UK 89,662 455,226 
Europe 126,607 — 
216,269 455,226
Loss before taxation
UK (2,227,714) (1,063,400)
Europe (76,972) (1,638)
(2,304,686) (1,065,038)
Net assets
UK 4,911,498 4,421,810 
Europe 150,561 2,138 
5,062,059 4,423,948
4 Operating loss
2012 2011
£ £
Operating loss is stated after charging:
Amortisation of intangible assets 48,579 30,096 
Depreciation of tangible assets 6,762 3,829 
Loss on disposal of tangible assets 93 — 
Impairment of intangible assets 25,218 — 
Research and development 5,900 —
Loss on foreign exchange transactions 7,769 12,007 
Auditors' remuneration
Fees payable to Company auditors for the audit of the Company and consolidated accounts 10,500 10,500 
– The audit of Company's subsidiaries pursuant to legislation 9,500 9,500 
– Auditors’ fees for review of interim accounts 1,270 1,270 Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  23
Corporate Governance Business Overview Financial Statements
5 Finance income
2012 2011
£ £
Bank interest 19,001 20,726
6 Finance costs 
2012 2011
£ £
On bank loans and overdrafts 21 — 
On overdue tax — 1,308 
21 1,308
7 Taxation
2012 2011
£ £
Domestic current year tax
Tax credits on research and development – current year (165,956) (116,303)
Tax credits on research and development – prior years — (16,050)
Current tax charge (165,956) (132,353)
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (2,329,904) (1,065,038)
Loss on ordinary activities before taxation multiplied by  
effective rate of UK corporation tax of 24.50% (2011: 26.50%) (570,827) (282,235)
Effects of:
Non-deductible expenses 2,579 3,881 
Capital allowances for the year in deﬁcit/(excess) of depreciation and amortisation 2,398 (289)
Tax losses not utilised 458,363 138,801 
Research and development expenditure (59,779) 7,204 
Other tax adjustments 1,310 285 
404,871 149,882 
Current tax charge (165,956) (132,353)
No corporation tax arises on the results for the year ended 31 December 2012 due to the losses incurred for tax purposes.
The deferred tax asset, arising from tax losses of £5,980,000 (2011: £4,102,704) carried forward, has not been recognised but would become 
recoverable against future trading proﬁts.
8 Loss per ordinary share
The earnings and number of shares used in the calculation of loss per ordinary share are set out below:
2012 2011
Basic:
Loss for the ﬁnancial period (2,163,948) (932,685)
Weighted average number of shares 1,288,079,027 945,478,035 
Loss per share (0.17)p (0.10)p
There was no dilutive effect from the share options outstanding during the year (note 16). ValiRx plc  |  Annual Report and Accounts 2012 24
Notes to the ﬁnancial statements continued
for the year ended 31 December 2012
9 Intangible ﬁxed assets
Patents Goodwill
Brands 
and 
licences Total
£££ £
Cost
At 1 January 2011 369,928 1,166,842 115,000 1,651,770 
Additions 193,511 10,750 — 204,261 
At 31 December 2011 563,439 1,177,592 115,000 1,856,031 
Exchange differences (3,307) — — (3,307)
Additions 132,145 — — 132,145 
Impairment (40,412) — — (40,412)
At 31 December 2012 651,865 1,177,592 115,000 1,944,457 
Amortisation
At 1 January 2011 71,038 — 6,413 77,451 
Charge for the year 24,100 — 5,996 30,096 
At 31 December 2011 95,138 — 12,409 107,547 
Exchange differences 120 — — 120 
Impairment on disposals (15,194) — — (15,194)
Charge for the year 42,583 — 5,996 48,579 
At 31 December 2012 122,647 — 18,405 141,052 
Net book value
At 31 December 2012 529,218 1,177,592 96,595 1,803,405
At 31 December 2011 468,301 1,177,592 102,591 1,748,484
The goodwill arising on the acquisition of ValiRx Bioinnovation Limited, ValiPharma Limited and ValiRx Finland OY is not being amortised but will 
be 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 772,229 
ValiRx Bioinnovations Limited 394,613 
ValiMedix Limited — 
ValiRx Finland OY 10,750
Sensitivity analysis is not required as a reasonably possible change in assumptions would not result in an impairment. Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  25
Corporate Governance Business Overview Financial Statements
10 Property, plant and equipment
Plant and 
machinery
£
Cost
At 1 January 2011 14,760 
Exchange differences — 
Additions 8,831 
Disposals — 
At 31 December 2011 23,591 
Exchange differences 10 
Additions 2,579 
Disposals (1,659)
At 31 December 2012 24,521 
Depreciation
At 1 January 2011 10,595 
Exchange difference —
On disposals — 
Charge for the period 3,829 
At 31 December 2011 14,424 
Exchange differences 3 
On disposals (1,031)
Charge for the year 6,762 
At 31 December 2012 20,158 
Net book value
At 31 December 2012 4,363
At 31 December 2011 9,167
11 Financial assets – available-for-sale investments
Listed 
investments
Unlisted 
investments Total
££ £
Cost and valuation
At 1 January 2012 859,450 1,333,770 2,193,220 
Revaluation 13,893 — 13,893 
At 31 December 2012 873,343 1,333,770 2,207,113 
Provisions for diminution in value 
At 1 January 2012 and at 31 December 2012 — 1,333,770 1,333,770 
Net book value
At 31 December 2012 873,343 — 873,343
At 31 December 2011 859,450 — 859,450
The Group owns 5.5% (2011: 8.517%) (on a fully diluted basis) of the issued share capital of Morphogenesis Inc., a company incorporated 
in USA. Morphogenesis Inc. is a private company in which ValiRx Plc holds a minority interest. 
On 6 December 2011, the Company acquired 510,811 ordinary shares in VolitionRx Limited (Volition), a company incorporated in the USA. 
Volition is quoted on the OTC Bulletin Board in the USA.
The Volition shares were issued as the ﬁnal requirement of the Share Purchase Agreement dated 22 September 2010 (as amended on 9 June 2011) 
between ValiRx and Singapore Volition Pte. Limited, a subsidiary of Volition. A total allotment of 525,000 shares was issued in relation to the settlement 
of a US$1.11m liability owed to the Company. As part of the settlement, 14,189 of the total allotment of shares in Volition were issued to Chroma 
Therapeutics Limited in settlement of their remaining payment under the terms of the sale of ValiBIO and IPR Licences to Volition.
As at 31 December 2012, the market value of the shares of VolitionRx Limited was US$2.76 per share, giving a market value of ValiRx’s 
shareholding of US$1.41m (£873,343).
12 Inventories
2012 2011
£ £
Finished goods and goods for resale 2,727 19,484 ValiRx plc  |  Annual Report and Accounts 2012 26
Notes to the ﬁnancial statements continued
for the year ended 31 December 2012
13 Trade and other receivables
2012 2011
£ £
Trade receivables 667 5,430 
Tax recoverable 165,956 132,353 
Called up share capital not paid 40 40 
Other receivables 139,150 134,360 
Prepayments and accrued income 48,042 22,725 
353,855 294,908
In the Directors’ opinion the carrying amount of receivables is considered a reasonable approximation of fair value.
14 Trade and other payables 
2012 2011
£ £
Trade payables 111,403 58,006 
Taxes and social security costs 44,890 21,943 
Directors' current accounts 10,742 — 
Other payables 3,250 14,120 
Accruals and deferred income 261,635 141,693
261,635 141,693
In the Directors’ opinion the carrying amount of payables is considered a reasonable approximation of fair value.
15 Retirement beneﬁts
The Group operate deﬁned contribution pension schemes. The assets of the schemes are held separately from those of the Group in independently 
administered funds. The pension cost charge represents contributions payable by the Group to the funds.
Deﬁned contribution
2012 2011
£ £
Contributions payable by the Company for the year 41,359 —
16 Share-based payments
At 31 December 2012 outstanding awards to subscribe for ordinary shares of 1p each in the Company, granted in accordance with the rules 
of the ValiRx share option schemes, were as follows:
2011
Weighted 
average 
remaining
contractual 
life 
(years)
Weighted 
average 
exercise 
price
 (pence)
Brought forward 3,380,000 — 2.2
Granted 42,500,000 — 0.8
Lapsed (3,000,000) — 0.8
Carried forward 42,880,000 9.4 0.9
2012
Weighted 
average 
remaining 
contractual 
life 
(years)
Weighted 
average 
exercise 
price
(pence)
Brought forward 42,880,000 — 0.9
Granted — — — 
Lapsed — — — 
Carried forward 42,880,000 8.4 0.9
All options were exercisable at the year end. Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  27
Corporate Governance Business Overview Financial Statements
16 Share-based payments continued
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:
Share options Share options Share options
Grant date 23 November 2007 17 September 2009 8 July 2011
Exercise period November 2007 –
 November 2017
September 2009 –
 September 2019
July 2011 –
 July 2021
Share price at date of grant 10.5p 2.1p 0.64p
Exercise price 10.5p 1p 0.75p
Shares under option 512,000 4,750,000 42,500,000 
Expected volatility 35% 40% 52%
Expected life (years) 3.5 4 3 
Risk-free rate 4.36% 2.50% 1.24%
Expected dividend yield 0.00% 0.00% 0.00%
Fair value per option 1.55p 0.72p 0.10p
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 three year period to grant date. All of the above options are equity settled and the charge for the year is £21,712 (2011: £30,737).
17 Share capital 
2012 2011 2012 2011
Number Number £ £
Allotted, called up and fully paid
Ordinary shares of 0.1p each 1,711,184,409 1,059,562,609 1,711,184 1,059,561 
Deferred shares of 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 
6,051,607 5,399,984
On 2 April 2012, the Company completed a Placing of 200,000,000 new ordinary shares of 0.1p each at a price of 0.45p per share raising 
£900,000 before fees and expenses.
On 1 November 2012, the Company raised £2.03m, before fees and expenses, by way of a Placing of 451,621,800 new ordinary shares of 0.1p 
each at a price of 0.45p per share, to provide the Company and the Group with additional working capital.
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.
18 Reconciliation of movement in shareholders’ funds 
2012 2011
£ £
Opening shareholders' equity 4,423,948 1,997,252 
Loss and total comprehensive income for the ﬁnancial year (2,150,055) (784,773)
Issue of ordinary share capital 651,623 568,262 
Share premium, after expenses 2,089,613 2,612,470 
Share option reserve 21,712 30,737 
Closing shareholders' equity 5,036,841 4,423,948 
19 Financial commitments
At 31 December 2012 the Company was committed to making the following payments under non-cancellable operating leases in the year 
to 31 December 2013:
Land and 
buildings
2012 2011
£ £
Operating leases which expire:
Within one year 27,000 — ValiRx plc  |  Annual Report and Accounts 2012 28
20 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.
2012 2011
£ £
Salaries and other short-term employee beneﬁts 529,192 320,538 
Post-employment beneﬁts 19,864 — 
549,056 320,538
Salary, 
bonus 
and fees
Post- 
employment 
beneﬁts 2012 2011
Salaries and fees ££ £ £
S Vainikka 177,500 12,000 189,500 111,173 
G Morris 118,833 7,864 126,697 41,716 
N Thorniley 47,692 — 47,692 25,792 
K Alexander 38,500 — 38,500 14,820 
G Desler 73,167 — 73,167 38,333 
O De Giorgio-Miller (appointed 31 May 2011) 73,500 — 73,500 40,000 
529,192 19,864 549,056 320,538
The number of Directors for whom retirement beneﬁts are accruing under money purchase pension schemes amounted to 2 (2011: nil).
The Directors interests in share options as at 31 December 2012 are as follows:
Director
Options at 
31 December 
2012
Exercise 
price
Date of 
grant
First date 
of exercise
Final date 
of exercise
S Vainikka 1,000,000 1.00p 17.09.09 17.09.13 17.09.19
S Vainikka 10,000,000 0.75p 08.07.11 08.07.11 08.07.21
G Morris 750,000 1.00p 17.09.09 17.09.13 17.09.19
G Morris 6,000,000 0.75p 08.07.11 08.07.11 08.07.21
N Thorniley 400,000 1.00p 17.09.09 17.09.13 17.09.19
N Thorniley 6,000,000 0.75p 08.07.11 08.07.11 08.07.21
K Alexander 400,000 1.00p 17.09.09 17.09.13 17.09.19
K Alexander 6,000,000 0.75p 08.07.11 08.07.11 08.07.21
G Desler 130,000 10.50p 23.11.07 23.05.09 23.11.17
G Desler 400,000 1.00p 17.09.09 17.09.13 17.09.19
G Desler 6,000,000 0.75p 08.07.11 08.07.11 08.07.21
O De Giorgio-Miller 3,000,000 0.75p 08.07.11 08.07.11 08.07.21
21 Staff costs
Number of employees
The average monthly number of employees (including Directors) during the year was:
2012 2011
Number Number
Directors 6 6 
Staff 3 3 
9 9
Employment costs
2012 2011
£ £
Wages and salaries 730,121 439,751 
Social security costs 66,574 16,650 
Other pension costs 41,359 — 
Costs of share option scheme 21,712 30,737 
859,766 487,138
 
Notes to the ﬁnancial statements continued
for the year ended 31 December 2012 Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  29
Corporate Governance Business Overview Financial Statements
22 Control
The Directors consider that there is no ultimate controlling party.
23 Related party transactions
During the year the Director G Desler provided the Company with bookkeeping services totalling £9,000 (2011: £5,250).
During the year the Director K Alexander provided the Company with fund-raising, legal and company search services totalling £nil (2011: £20,100), 
£9,199 (2011: £12,435) and £nil (2011: £1,443) respectively.
At 31 December 2012, the Company was owed £36,635 (2011: £100,561) from Singapore Volition Pte. Limited a subsidiary of VolitionRx Limited. 
S Vainikka is a director of VolitionRx Limited.
At the year end, the amounts owed to Directors included in trade payables and relating to expenses to be reimbursed were as follows:
2012 2011
£ £
G Morris 3,744 — 
S Vainikka 3,199 — 
K Alexander 3,799 —
24 Financial instruments
The principal ﬁnancial instruments used by the Group, from which ﬁnancial instrument risk arises, are as follows:
 available-for-sale investments;
 trade and other receivables;
 cash and cash equivalents; and
 trade and other payables.
The Group does not use or issue ﬁnancial instruments of a speculative nature.
A summary of the ﬁnancial instruments held by category is provided below.
The fair value measurement of available-for-sale investments is as follows:
Fair value measurement
Level 1 Level 2 Level 3
££ £
At 31 December 2012 873,343 — — 
At 31 December 2011 859,450 — —
2012 2011
Financial assets £ £
Available-for-sale investments 873,343 859,450 
Loans and receivables
Trade and other receivables 353,855 294,908 
Cash and cash equivalents 2,260,783 1,634,148 
Total loans and receivables 2,614,638 1,929,056 
Total ﬁnancial assets 3,487,981 2,788,506 
2012 2011
Financial liabilities £ £
Trade and other payables 261,635 141,693 
The Directors consider that the carrying amount of available-for-sale investments, trade and other receivables and trade and other payables 
approximates their fair value.
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. ValiRx plc  |  Annual Report and Accounts 2012 30
24 Financial instruments continued
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.
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 has an entity which operates in Europe and is therefore exposed to foreign exchange risk arising from currency exposure to the Euro, 
the functional currency of that subsidiary. The overseas subsidiary operates a separate bank account that is used solely for that subsidiary, thus 
managing the currency in that country. The Group’s net assets arising from the overseas subsidiary are exposed to currency risk resulting in gains 
or losses on retranslation into Sterling. Given the levels of materiality, the Group does not hedge its net investments in overseas operations as the 
cost of doing so is disproportionate to the exposure.
Notes to the ﬁnancial statements continued
for the year ended 31 December 2012 Annual Report and Accounts 2012  |  ValiRx plc  31
2012 2011
Notes ££ £ £
Fixed assets
Intangible assets 2 85,000 90,000 
Tangible assets 3 3,469 8,217 
Investments 4 3,577,432 3,361,710 
3,665,901 3,459,927
Current assets
Debtors 5 1,507,949 1,432,087 
Cash at bank and in hand 2,250,299 1,625,307 
3,758,248 3,057,394
Creditors: amounts falling due within one year 6 (500,686) (425,713) 
Net current assets 3,257,562 2,631,681 
Total assets less current liabilities 6,923,463 6,091,608 
Capital and reserves
Called up share capital 9 6,051,607 5,399,984 
Share premium account 10 5,337,152 3,247,539 
Merger reserves 10 637,500 637,500 
Share option reserve 10 73,852 52,140 
Proﬁt and loss account 10 (5,176,648) (3,245,555)
Shareholders’ funds 11 6,923,463 6,091,608 
Approved by the Board and authorised for issue on 27 March 2013.
Dr S Vainikka
Director
Company Registration No. 3916791
Company balance sheet
for the year ended 31 December 2012
Corporate Governance Business Overview Financial Statements ValiRx plc  |  Annual Report and Accounts 2012 32
1 Accounting policies
1.1 Accounting convention
The balance sheet and the associated notes have been prepared under the historical cost convention in accordance with the provisions of 
the Companies Act 2006 and applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
Under Financial Reporting Standard 1 the Company is exempt from the requirement to prepare a cash ﬂow statement on the grounds that 
a parent undertaking includes the Company in its own published consolidated ﬁnancial statements.
The Company is also exempt from FRS 22 “Earnings per Share” as this information is produced in the consolidated accounts.
1.2 Compliance with accounting standards
The ﬁnancial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally 
Accepted Accounting Practice), which have been applied consistently (except as otherwise stated).
1.3 Turnover
Revenue represents sales and services to third party customers in the health sector, together with income from Grants, stated net of any 
applicable value added tax.
1.4 Research and development
Research expenditure is written off to the proﬁt and loss account in the year in which it is incurred. Development expenditure is written off 
in the same way unless the Directors are satisﬁed as to the technical, commercial and ﬁnancial viability of individual projects. In this situation, 
the expenditure is deferred and amortised over the period during which the Company is expected to beneﬁt.
1.5 Tangible ﬁxed assets and depreciation
Tangible ﬁxed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual 
value of each asset over its expected useful life, as follows:
Computer equipment 33% per annum straight line
1.6 Investments
Fixed asset investments are stated at cost less provision for diminution in value.
1.7 Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions 
or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. 
Timing differences are differences between the taxable proﬁts and the results as stated in the ﬁnancial statements that arise from the inclusion 
of gains and losses in tax assessments in periods different from those in which they are recognised in the ﬁnancial statements.
Deferred tax is measured on a non-discounted basis. A deferred tax asset is regarded as recoverable and therefore recognised only when, 
on the basis of all available evidence, it can be regarded as more likely than not that there will be taxable proﬁts from which the future reversal 
of the underlying timing differences can be deducted.
1.8 Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the balance sheet 
date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the proﬁt and 
loss account.
1.9 Government grants
Grants are credited to deferred revenue. Grants towards capital expenditure are released to the proﬁt and loss account over the expected useful 
life of the assets. Grants towards revenue expenditure are released to the proﬁt and loss account as the related expenditure is incurred.
1.10 Proﬁt and loss account
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and have not presented a proﬁt 
and loss account for the Company alone. A loss of £1,931,093 is attributable to shareholders for the ﬁnancial year ended 31 December 2012 
(2011: £748,440).
1.11 Financial instruments
Full details of the Company’s policy in relation to ﬁnancial instruments and management of ﬁnancial risk are set out in note 23 to the Group 
ﬁnancial statements. The Company does not hold any derivatives and there is no material difference in the fair value and carrying value of any 
ﬁnancial instruments held by the Company.
1.12 Share-based payments
FRS 20 “Share-based Payments” requires that the fair value of options awarded to employees is charged to the proﬁt and loss account over 
the period during which the employees become unconditionally entitled to the options.
Notes to the company ﬁnancial statements
for the year ended 31 December 2012 Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  33
2 Intangible ﬁxed assets
Development
costs
£
Cost
At 1 January 2012 and at 31 December 2012 100,000 
Amortisation
At 1 January 2012 10,000 
Charge for the year 5,000 
At 31 December 2012 15,000 
Net book value
At 31 December 2012 85,000 
At 31 December 2011 90,000 
3 Tangible ﬁxed assets
Computer
equipment
£
Cost
At 1 January 2012 18,437 
Additions 1,396 
At 31 December 2012 19,833 
Depreciation
At 1 January 2012 10,220 
Charge for the year 6,144 
At 31 December 2012 16,364 
Net book value
At 31 December 2012 3,469 
At 31 December 2011 8,217 
4 Fixed asset investments
Shares in
 subsidiary
 undertakings
£
Listed
 investments
£
Total
£
Cost
At 1 January 2012 2,650,172 711,538 3,361,710 
Additions 215,722 — 215,722 
At 31 December 2012 2,865,894 711,538 3,577,432 
Net book value
At 31 December 2012 2,865,894 711,538 3,577,432 
At 31 December 2011 2,650,172 711,538 3,361,710 
Corporate Governance Business Overview Financial Statements ValiRx plc  |  Annual Report and Accounts 2012 34
Notes to the company ﬁnancial statements continued
for the year ended 31 December 2012
4 Fixed asset investments continued
The principal subsidiary undertakings of the Company are as follows:
Company Country % of shares held Activity
ValiRx Bioinnovation Limited England and Wales 100.00 Holding company
ValiPharma Limited England and Wales 100.00*
Therapeutic research and 
development
ValiMedix Limited England and Wales 100.00
Medical diagnostics 
company
ValiRx Finland OY Finland 100.00
Therapeutic research and 
development
* 60.28% is owned by ValiRx Bioinnovation Limited and 39.72% by the Company.
The Company acquired 510,811 restricted shares of common stock in VolitionRx Limited (Volition), a company incorporated in the USA. 
Volition is quoted on the OTC Bulletin Board in the USA.
The shares were acquired on 6 December 2011 as part of the ﬁnal requirement of the Share Purchase Agreement dated 22 September 2010 
(as amended on 9 June 2011) between ValiRx and Singapore Volition Pte. Limited, a subsidiary of Volition. A total allotment of 525,000 shares 
was issued in relation to the settlement of a US$1.11m liability payable to the Company. As part of the settlement, 14,189 shares were issued 
to Chroma Therapeutics Limited in settlement of their remaining payment under the terms of the sale of ValiBIO and IPR Licences to Volition.
The market value of the listed investments as at 31 December 2012 was £873,343 (2011: £859,450).
5 Debtors
2012 2011
£ £
Amounts owed by subsidiary undertakings 1,189,058 1,148,369 
Tax recoverable 165,956 132,353 
Other debtors 106,130 128,640 
Prepayments and accrued income 46,805 22,725 
1,507,949 1,432,087 
6 Creditors: amounts falling due within one year
2012 2011
£ £
Trade creditors 64,955 52,795 
Amounts owed to subsidiary undertakings 300,670 300,670 
Taxes and social security costs 42,181 10,534 
Directors’ current accounts 10,742 — 
Other creditors 3,250 14,090 
Accruals and deferred income 78,888 47,624 
500,686 425,713 
7 Pension and other post-retirement beneﬁt commitments
Deﬁned contribution
The Company operates a deﬁned contribution pension scheme. The assets of the scheme are held separately from those of the Company 
in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund.
2012 2011
£ £
Contributions payable by the Company for the year 19,864 —  Corporate Governance Business Overview Financial Statements
Annual Report and Accounts 2012  |  ValiRx plc  35
Corporate Governance Business Overview Financial Statements
8 Share-based payments
At 31 December 2012 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:
2011
Weighted 
average 
remaining 
contractual life 
(years)
Weighted 
average 
exercise price 
(pence)
Brought forward 3,380,000 — 2.2
Granted 42,500,000 — 0.8
Lapsed (3,000,000) — 0.8
Carried forward 42,880,000 9.4 0.9
2012
Weighted 
average 
remaining 
contractual 
life (years)
Weighted 
average 
exercise price 
(pence)
Brought forward 42,880,000 — 0.9
Granted — — — 
Lapsed — — — 
Carried forward 42,880,000 8.4 0.9
The fair value of 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:
Share options Share options Share options
Grant date 23 November 2007 17 September 2009 8 July 2011
Exercise period
November 2007 – November 
2017 September 2009 – September 2019 July 2011 – July 2021
Share price at date of grant 10.5p 2.1p 0.64p
Exercise price 10.5p 1p 0.75p
Shares under option 512,000 4,750,000 42,500,000 
Expected volatility 35% 40% 52%
Expected life (years) 3.5 4 3 
Risk-free rate 4.36% 2.50% 1.24%
Expected dividend yield 0.00% 0.00% 0.00%
Fair value per option 1.55p 0.72p 0.10p
9 Share capital
2012 2011 2012 2011
Number Number £ £
Allotted, called up and fully paid
Ordinary shares of 0.1p each 1,059,562,609 1,059,562,609 1,711,184 1,059,561 
Deferred shares of 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 
6,051,607 5,399,984 
On 2 April 2012, the Company completed a Placing of 200,000,000 new ordinary shares of 0.1p each at a price of 0.45p per share raising 
£900,000 before fees and expenses.
On 1 November 2012, the Company raised £2.03m, before fees and expenses, by way of a Placing of 451,621,800 new ordinary shares 
of 0.1p each at a price of 0.45p per share, to provide the Company and the Group with additional working capital.
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. ValiRx plc  |  Annual Report and Accounts 2012 36
Notes to the company ﬁnancial statements continued
for the year ended 31 December 2012
10 Statement of movements on reserves
Share 
premium 
account
£
Other reserves
(see below)
£
Proﬁt and loss
£
Balance at 1 January 2012 3,247,539 689,640 (3,245,555)
Loss for the year — — (1,931,093)
Premium on shares issued during the year 2,280,675 — — 
Share premium – other movements (191,062) — — 
Movement during the year — 21,712 — 
Balance at 31 December 2012 5,337,152 711,352 (5,176,648)
Share option reserve
Balance at 1 January 2012 52,140 
Share option reserve movement 21,712  
Balance at 31 December 2012 73,852  
Merger reserve
Balance at 1 January 2012 and at 31 December 2012 637,500  
The merger reserve arises as a result of the acquisition of ValiRx Bioinnovations Limited and represents the difference between the nominal value 
of the share capital issued by the Company and the fair value of ValiRx Bioinnovations at the date of acquisition.
11 Reconciliation of movements in shareholders’ funds
2012 2011
£ £
Loss for the ﬁnancial year (1,931,093) (748,440)
Shares issued 2,932,298 997,456 
Cost of share issue written off to share premium account (191,062) (203,487)
Other reserves movement 21,712 30,737 
Net addition to shareholders’ funds 831,855 2,463,029 
Opening shareholders’ funds 6,091,608 3,628,579 
Closing shareholders’ funds 6,923,463 6,091,608 
12 Related party transactions
During the year the Director G Desler provided the Company with bookkeeping services totalling £9,000 (2011: £5,250).
During the year the Director K Alexander provided the Company with fund-raising, legal and company search services totalling £nil 
(2011: £20,100), £9,199 (2011: £12,435) and £nil (2011: £1,443) respectively.
At 31 December 2012, the Company was owed £36,635 (2011: £100,561) from Singapore Volition Pte. Limited a subsidiary of VolitionRx Limited. 
S Vainikka is a director of VolitionRx Limited.
At the year end, the amounts owed to Directors were as follows:
2012 2011
£ £
G Morris 3,744 — 
S Vainikka 3,199 — 
K Alexander 3,799 —  Directors
N Thorniley 
Dr S Vainikka 
Dr G Morris 
G Desler 
K Alexander 
O De Giorgio-Miller
Secretary
K Alexander
Company number
03916791
Registered ofﬁce
24 Greville Street 
London 
EC1N 8SS
Auditors
Adler Shine LLP
Chartered Accountants and Statutory Auditors 
Aston House 
Cornwall Avenue 
London 
N3 1LF
Bankers
Royal Bank of Scotland Plc
St Ann Street 
Manchester 
M50 2SS
Solicitors
Nabarro LLP
Lacon House 
84 Theobald’s Road 
London 
WC1X 8RW
Company information ValiRx plc
24 Greville Street 
London  
EC1N 8SS