{"url_path":"/sec/okyo/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1849296/0001493152-26-033847-index.html","accession_number":"0001493152-26-033847","cik":"0001849296","ticker":"OKYO","issuer_name":"OKYO Pharma Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1849296/0001493152-26-033847-index.html","primary_entity_key":"0001849296","primary_entity_name":"OKYO Pharma Ltd"},"word_count":5925,"has_tables":true,"body_markdown":"**ITEM\n6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**A.\nDirectors and Senior Management**\n\n \n\nThe\nfollowing table sets forth information regarding our directors and senior management as of the date of this annual report.\n\n \n\nName \nPosition\n\nGabriele Marco Antonio Cerrone MBA (2) \nNon-Executive Chairman\n\nRobert J Dempsey \nChief Executive Officer and Executive Director\n\nDr. Gary S. Jacob \nChief Development officer and Executive Director\n\nDr Flavio Mantelli \nChief Medical officer\n\nDr. Raj Patil \nChief Scientific Officer\n\nKeeren Shah \nChief Financial Officer\n\nWilly Simon (1) (2) (3) \nSenior Non-Executive Director\n\nJohn Brancaccio (1) (2) (3) \nNon-Executive Director\n\nBernard Denoyer (1) (2) (3) \nNon-Executive Director\n\n \n\n(1)\nRemuneration\nCommittee member\n\n(2)\nNomination\nCommittee member\n\n(3)\nAudit,\nrisk and disclosure Committee member\n\n \n\n60\n\n \n\n \n\n**Gabriele\nMarco Antonio Cerrone – Non-Executive Chairman**\n\n \n\nGabriele\nCerrone has been the Non-Executive Chairman of our company since January 2021. Mr. Cerrone is the Founder of Tiziana Life Sciences Limited\nand has been its Executive Chairman since April 2014. Mr. Cerrone has founded 10 biotechnology companies in oncology, infectious diseases, ophthalmology, gastrointestinal diseases, oncology, and molecular diagnostics, and has listed\nseven of these companies on Nasdaq, two to the London Stock Exchange, which have resulted in 3 FDA drug product approvals. Mr. Cerrone\nco-founded FermaVir Pharmaceuticals, Inc. and served as Chairman of the Board until its merger in September 2007 with Inhibitex, Inc.\nMr. Cerrone served as a director of Inhibitex, Inc. until its US$2.5bn sale to Bristol Myers Squibb Co in 2012. Mr. Cerrone also co-founded\nCardiff Oncology, Inc., an oncology company and served as its Co-Chairman; he was a co-founder and served as Chairman of Synergy Pharmaceuticals,\nInc. and was a Director and co-founder of Siga Technologies, Inc until his exit to MacAndrews & Forbes. Mr. Cerrone is the Executive\nChairman and Founder of Tiziana Life Sciences Ltd, an neurodegenerative and neuroinflammatory focused company; Co-Founder of Rasna Therapeutics\nInc., a company focused on the development of therapeutics for leukaemias; Co-Founder of Contravir Pharmaceuticals, Inc.; Executive Chairman\nand Co-Founder of Gensignia Life Sciences, Inc.; Non-Executive Chairman and Founder of Accustem Sciences Limited, a clinical stage diagnostics\ncompany; and founder of BioVitas Capital Ltd. Mr. Cerrone graduated Magna Cum Laude in Finance from New York University’s Stern\nSchool of Business.\n\n \n\n**Robert\nJ Dempsey – Chief Executive Officer**\n\n \n\nRobert\nJ. Dempsey has joined as our Chief Executive Officer and director of our company from January, 2026. He brings more than two decades\nof global ophthalmology experience, including drug development, commercialization, and value-creating strategic transactions. Mr. Dempsey\npreviously served as Group Vice President and Head of Global Ophthalmology at Shire, prior to its acquisition by Takeda, where he led\nthe divestiture of Xiidra® (lifitegrast ophthalmic solution) 5%, which was one of only three ophthalmology deals in the\npast twenty years with more than $1 billion upfront. The sale of Xiidra® to Novartis in 2019 included $3.4 billion upfront\nand up to an additional $1.9 billion in potential milestone payments. Xiidra® was the first FDA-approved therapy indicated\nfor both the signs and symptoms of dry eye disease and went on to become one of the top-selling branded dry eye treatments globally.\nMr. Dempsey architected and led the successful launch of Xiidra® and brings deep strategic and commercial expertise across\nocular surface disease indications, including direct management responsibility and commercial oversight for Restasis®\n(cyclosporine ophthalmic emulsion) 0.05%. His professional network in the eye care community is broad and well-established, reflecting\nhis service as a CEO and independent director across multiple ophthalmic companies.\n\n \n\n**Dr.\nGary S. Jacob -**Chief Development Officer\n\n \n\nDr.\nGary S. Jacob currently serves as our Chief Development Officer and director of the Company. He previously served as Chief Executive\nOfficer from January 2021 to January 2026. From November 2018 to March 2020, Dr. Jacob was the Chief Executive Officer of Immuron Limited,\nan Australian microbiome biopharmaceutical company. From July 2008 until December 2017, Dr. Jacob was President and Chief Executive Officer\nof Synergy Pharmaceuticals Inc., a biopharmaceutical company, where he held various positions from July 2008 to November 2018 and he\nserved as its Chairman from September 2013 to November 2018. On December 12, 2018, Synergy Pharmaceuticals Inc. filed a petition for\nrelief under Chapter 11 of the U.S. Bankruptcy Code. From March 19, 2014 until February 2024, Dr. Jacob was the Chairman of the Board\nof Hepion Pharmaceuticals, Inc., a biotechnology company, and earlier served as its Chief Executive Officer from May 15, 2013 until March\n19, 2014. Dr. Jacob served as Chief Executive Officer of Callisto Pharmaceuticals, Inc. from May 2003 until January 2013 and a director\nfrom October 2004 until January 2013. Dr. Jacob also serves as a director of Actavia Lifesciences, Inc., and is a past director of Cardiff\nOncology, Inc. Dr. Jacob has over 35 years of experience in the pharmaceutical and biotechnology industries across multiple disciplines\nincluding research & development, operations and business development. Prior to 1999, Dr. Jacob served as a Monsanto Science Fellow,\nspecializing in the field of glycobiology, and from 1997 to 1998 Dr. Jacob was Director of Functional Genomics, Corporate Science &\nTechnology, at Monsanto Company. Dr. Jacob also served from 1990 to 1997 as Director of Glycobiology at G.D. Searle Pharmaceuticals Inc.\nDuring the period of 1986 to 1990, he was Manager of the G.D. Searle Glycobiology Group at Oxford University, England.\n\n \n\n**Dr.\nFlavio Mantelli -**Chief Medical Officer\n\n \n\nDr.\nMantelli currently serves as our Chief Medical officer from February 2026. He is a renowned ophthalmologist with a strong background\nin cornea and ocular surface diseases, neurotrophic keratopathy, and inflammatory eye conditions. He brings more than two decades of\nexpertise working across R&D, clinical development, and strategic functions. His contributions to the development of innovative programs\nin rare ocular diseases characterized by high unmet needs, includes the clinical development path of biotech drugs and small molecules\nin ophthalmology. Dr. Mantelli brings extensive experience leading the medical strategy from clinical development through approval, including\nhis work on OXERVATE® (cenegermin-bkbj) ophthalmic solution 0.002% at Dompé.\n\n \n\n61\n\n \n\n \n\nDr.\nMantelli joined us from Dompé where he served as the Chief Strategy & Innovation Officer acting as the key link between the\nCompany and external partners, with the goal of promoting research initiatives and assessing new opportunities aligned with industry\ninnovations. For the majority of his tenure at Dompé, he served as Chief Medical Officer and Head of R&D for the Ophthalmology\nand Neurotrophin platforms leading all research and clinical development programs in ophthalmology. Earlier in his career, Dr. Mantelli\nresearched the application of neurotrophins in ophthalmic and neurodegenerative diseases and was an adjunct associate professor of biology\nat Temple University in Philadelphia. His professional experience includes positions at the IRCCS G.B. Bietti Hospital in Rome as a clinical\nscientist and as a consultant ophthalmologist at the Campus Biomedico University of Rome and the Cornea and Ocular Surface Unit of the\nVita-Salute San Raffaele University of Milan.\n\n \n\nDr.\nMantelli published research across numerous peer reviewed scientific journals and holds multiple patents in the field of ophthalmology.\nHis industry experience spans from translational medicine through late-stage clinical development, encompassing Phase I-IV programs through\nregistration and commercialization, including extensive interactions with global Regulatory Authorities. Graduating in Medicine and Surgery\nsumma cum laude, Dr. Mantelli completed his specialization program in ophthalmology and a PhD at the Campus Bio-Medico University of\nRome. He also completed a postdoctoral fellowship in ocular surface glycobiology at the Schepens Eye Research Institute of Massachusetts\nEye and Ear at Harvard Medical School in Boston.\n\n \n\n**Dr.\nRaj Patil - Chief Scientific Officer**\n\n** **\n\nDr.\nRaj Patil has served as Chief Scientific Officer of our company since March 2021. Dr. Patil has over 15 years of ophthalmic drug development\nexperience, including research & development, operations and business development. Dr. Patil previously worked with Ora, as Vice\nPresident of Research & Development, where he was responsible for driving all anterior and posterior segment ocular research of Ora’s\nR&D Institute. From 2013 until 2018, Dr. Patil worked at iVeena Delivery Systems as Vice President of Advanced Ocular Delivery Systems.\nDr. Patil’s tenure at iVeena included a two-year sabbatical in Singapore, where he served as an Associate Professor of Ophthalmology\nat DUKE/NUS Medical School, and Principal Investigator at Singapore Eye Research Institute. From 2004 until 2013, Dr. Patil also held\na number of leadership roles at Alcon/Novartis Institute of Biomedical Research, including Associate Director of Research and Head of\nMolecular Pharmacology - glaucoma and retina research. Prior to 2004, Dr. Patil served as an Associate Professor of Ophthalmology, Cell\nBiology & Genetics at the University of Nebraska Medical Centre in Omaha from 2001 until 2004, and as an Assistant Professor of Ophthalmology,\nMolecular Biology & Pharmacology at Washington University in St. Louis from 1992 until 2000. Dr. Patil received his PhD in Biochemistry\nfrom National Chemical Laboratory/University of Pune, India, and completed his postdoctoral training in Biochemistry and Molecular Biology\nat the University of Michigan, Ann Arbor, MI. He is the recipient of the Olga Keith Wiess Special Scholar Award from the Research to\nPrevent Blindness Foundation, and NIH Director’s New Innovator Award. Dr. Patil has authored over 50 peer-reviewed research articles,\nserves as reviewer and editorial board member for numerous journals, and is frequently invited to lecture at academic and industry events.\n\n \n\n**Keeren\nShah - Chief Financial Officer**\n\n** **\n\nKeeren\nShah has served as our Chief Financial Officer since August 2020. Ms. Shah currently also serves as the Chief Operating and Financial\nOfficer of Tiziana Life Sciences Limited, Accustem Sciences Inc and Actavia Lifesciences, Inc., having previously served as the Group\nFinancial Controller for all businesses from June 2016 to July 2020. Prior to joining us, Ms. Shah spent 10 years at Visa, Inc. as a\nSenior Leader in its finance team where she was responsible for key financial controller activities, financial planning and analysis,\nand core processes as well as leading and participating in key transformation programs and Visa Inc.’s initial public offering.\nBefore joining Visa, Ms. Shah also held a variety of finance positions at other leading companies including Arthur Andersen and BBC Worldwide.\nShe holds a Bachelor of Arts with Honors in Economics from the University of Manchester and is a member of the Chartered Institute of\nManagement Accountants.\n\n \n\n62\n\n \n\n \n\n**Willy\nSimon – Non-Executive Director**\n\n \n\nWilly\nJules Simon has been a director of our company since November 2015. He is a banker and worked at Kredietbank N.V. and Citibank London\nbefore serving as an executive member of the Board of Generale Bank NL from 1997 to 1999 and as the chief executive of Fortis Investment\nManagement from 1999 to 2002. He acted as chairman of Bank Oyens & van Eeghen from 2002 to 2004. He was chairman of AIM-traded Velox3\nplc (formerly 24/7 Gaming Group Holdings plc) until 2014 and had been a director of Playlogic Entertainment Inc., a NASDAQ OTC listed\ncompany. Willy Simon has been the chairman of Bever Holdings, a company listed in Amsterdam, since 2006 and Chairman of Ducat Maritime\nsince 2015. He is also a non-executive director of Tiziana Life Sciences Limited, AccuStem Sciences Inc and Actavia Lifesciences, Inc.\n\n \n\n**John\nBrancaccio – Non-Executive Director**\n\n \n\nJohn\nBrancaccio, a retired CPA, has served as a director of our company since June 2020. From April 2004 until May 2017, Mr. Brancaccio was\nthe Chief Financial Officer of Accelerated Technologies, Inc., an incubator for medical device companies. Mr. Brancaccio has been a director\nof Tiziana Life Sciences Limited since July 2020. Mr. Brancaccio served as a director of Callisto Pharmaceuticals, Inc. from April 2004\nuntil its merger with Synergy Pharmaceuticals, Inc. in January 2013 and was a director of Tamir Biotechnology, Inc. (formerly Alfacell\nCorporation) from April 2004 until May 2020, as well as a director of Hepion Pharmaceuticals, Inc. from December 2013 until June 2025.\nMr. Brancaccio served as a director of Synergy from July 2008 until April 2019. He is also a non-executive director of AccuStem Sciences\nInc and Actavia Therapeutics Inc. Mr. Brancaccio is a past director of Cardiff Oncology, Inc.\n\n \n\n**Bernard\nDenoyer– Non-Executive Director**\n\n \n\nBernard\nF. Denoyer, a retired CPA, has served as a director of our company since December 2021. Mr. Denoyer served as Senior Vice President,\nFinance and Secretary of Synergy Pharmaceuticals, Inc, from July 2008 until his retirement in June 2017. Between 2004 and January 2013\nMr. Denoyer concurrently served as Principal Financial Officer of Synergy’s former parent company, Callisto Pharmaceuticals, Inc.,\nuntil its merger with Synergy Pharmaceuticals, Inc. From October 2000 to December 2003, Mr. Denoyer was an independent consultant. Prior\nto this, Mr. Denoyer served as Chief Financial Officer and Senior Vice President of META Group, Inc., between June 1994 and October 2000.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships among any of our executive officers or directors.\n\n \n\n**Employment\nAgreements**\n\n** **\n\nWe\nhave entered into employment agreements with each of our executive officers. We may terminate an executive officer’s employment\nfor cause at any time without remuneration for certain acts of the officer, such as a crime resulting in a criminal conviction, willful\nmisconduct or gross negligence to our detriment, a material breach of the employment agreement or of our corporate and business policies\nand procedures, or providing services for other entities without our consent. We may also terminate an executive officer’s employment\nby giving six month’s notice or by paying a one-time compensation fee equal to six month’s salary in lieu of such notice\nunder certain circumstances, such as a failure by such officer to perform agreed-upon duties or the impracticability of the performance\ncaused by a material change of circumstances. An executive officer may terminate his or her employment at any time by giving six month’s\nnotice or immediately if we delay in the payment of remuneration, fail to pay social security fees, or fail to provide the necessary\nworking conditions for such officer.\n\n \n\nEach\nexecutive officer, under his or her employment agreement with us, has agreed to hold any trade secrets, proprietary information, inventions\nor technical secrets of our company in strict confidence during and after his or her employment. Each officer also agrees that we shall\nown all the intellectual property developed by such officer during his or her employment.\n\n \n\nEach\nofficer also agrees to refrain from competing with us, directly or indirectly, for two years after his or her termination of employment.\n\n \n\n63\n\n \n\n \n\n**B.\nCompensation**\n\n \n\n**Senior\nManagement and Director Compensation**\n\n** **\n\nOur\ncompensation program is designed to reward and retain senior management and includes base salary, annual short-term cash incentive compensation,\nlong-term equity incentive compensation, and miscellaneous employee benefits and fringe benefits (including, among others, executive\nmedical benefits). In 2025, our compensation program for directors was comprised of an annual cash retainer and an equity grant.\n\n \n\nThe\naggregate amount of compensation, including the value of in-kind benefits, accrued and/or paid to our directors and senior management\nwas $2.7m, including the value of in-kind benefits.\n\n \n\nGabriele Cerrone\n\n \n\nOn 28 April 2026 we also entered\ninto an agreement with Panetta Partners Ltd, a company in which Mr Cerrone has a beneficial interest and Mr Cerrone, such agreement being\neffective as at 1 January 2026. Pursuant to this agreement Mr Cerrone assigned to Panetta Partners Ltd all his rights under certain prior\nagreements between Mr Cerrone and the Company. The agreement with Panetta Partners Ltd, as successor to Mr Cerrone now provides that:\n\n \n\n(a) In\nthe event that, during the term of the agreement, either: (i) there is a sale, in one or a series of transactions, of all or substantially\nall of the assets (calculated on the basis of book values) of the Group (or a license of the same on an exclusive or non-exclusive basis),\nwhere the Enterprise Value equals or exceeds US$275,000,000; or (ii) there is either a change of control where the Enterprise Value equals\nor exceeds US$275,000,000, Panetta Partners Ltd will be entitled to receive a special payment in the amount equal to the Enterprise Value\nmultiplied by three and a half (3.0) per cent;\n\n \n\n(b) in\nthe event that, during the term of the agreement, either: (i) there is a sale, in one or a series of transactions, of all or substantially\nall of the assets (calculated on the basis of book values) of the Group (or a license of the same on an exclusive or non-exclusive basis),\nwhere the Enterprise Value equals, or in excess of, US$500,000,000 that Panetta Partners Ltd receive a special payment equal to 6.5% of\nthe enterprise value of the Company (and not just the excess over US$500,0000,000); and\n\n \n\n(c) in\nthe event that, during the term of the agreement, either: (i) there is a sale, in one or a series of transactions, of all or substantially\nall of the assets (calculated on the basis of book values) of the Group (or a license of the same on an exclusive or non-exclusive basis),\nwhere the Enterprise Value equals, or exceeds US$900,000,000; or (ii) there is either a Change of Control (as defined below) where the\nEnterprise Value equals or exceeds US$900,000,000, Panetta Partners Ltd will receive a special payment equal the Enterprise Value multiplied\nby nine (9%) per cent (and not just the excess over US$900,000,000).\n\n \n\nThe Enterprise Value\nmeans: (i) in the case of a change of control resulting in consideration payable to the Group (for example, on a sale of its assets or\nlicensing transaction), the total cash and non-cash consideration received by the Group; or (ii) in the case of a change of control resulting\nin consideration payable to the shareholders of the ordinary shares in the issued share capital of the Group from time to time, the total\ncash and non-cash consideration payable to the Shareholders.\n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nThe\nfollowing table provides information regarding all outstanding equity awards for our directors, executive officers, and non-executive\ndirectors, as of March 31, 2026.\n\n \n\nName \nOrdinary\nShares\nUnderlying\nOptions  \nExercise\nPrice Per\nOrdinary\nShare ($)  \nGrant Date \nExpiration\nDate\n\nGary Jacob \n 84,615  \n 2.13  \n03/14/2023 \n03/14/2033\n\n  \n 50,000  \n 1.46  \n03/13/2024 \n03/13/2034\n\n  \n 307,960  \n 1.60  \n29/01/2025 \n29/01/2035\n\n  \n 200,000  \n 1.50  \n28/03/2025 \n28/03/2035\n\n  \n 357,424  \n 2.75  \n10/07/2025 \n10/07/3035\n\n  \n    \n    \n  \n \n\nRobert Dempsey \n 1,600,000  \n 2.23  \n02/01/2026 \n02/01/2036\n\n  \n 500,000  \n 2.23  \n02/01/2026 \n02/01/2036\n\n  \n    \n    \n  \n \n\nWilly Simon \n 6,154  \n 2.13  \n03/14/2023 \n03/14/2033\n\n  \n 20,000  \n 1.65  \n11/24/2023 \n11/24/2033\n\n  \n 40,000  \n 1.46  \n03/13/2024 \n03/13/2034\n\n  \n 12,848  \n 1.60  \n29/01/2025 \n29/01/2035\n\n  \n 50,000  \n 1.50  \n28/03/2025 \n28/03/2035\n\n  \n    \n    \n  \n \n\nJohn Brancaccio \n 15,385  \n 2.13  \n03/14/2023 \n03/14/2033\n\n  \n 20,000  \n 1.65  \n11/24/2023 \n11/24/2033\n\n  \n 40,000  \n 1.46  \n03/13/2024 \n03/13/2034\n\n  \n 6,509  \n 1.60  \n29/01/2025 \n29/01/2035\n\n  \n 50,000  \n 1.50  \n28/03/2025 \n28/03/2035\n\n  \n    \n    \n  \n \n\nBernard Denoyer \n 3,077  \n 2.13  \n03/14/2023 \n03/14/2033\n\n  \n 10,000  \n 1.46  \n03/13/2024 \n03/13/2034\n\n  \n 3,613  \n 1.60  \n29/01/2025 \n29/01/2035\n\n  \n 15,000  \n 1.50  \n28/03/2025 \n28/03/2035\n\n  \n    \n    \n  \n \n\nFlavio Mantelli \n 750,000  \n 1.96  \n10/02/2026 \n10/02/2036\n\n  \n    \n    \n  \n \n\nKeeren Shah \n 100,770  \n 2,13  \n14/03/2023 \n14/03/2033\n\n  \n 85,000  \n 1.57  \n20/10/2023 \n20/10/2033\n\n  \n 65,000  \n 1.46  \n13/03/2024 \n13/03/2034\n\n  \n 125,000  \n 1.50  \n03/10/2024 \n03/10/2034\n\n  \n 541  \n 1.60  \n29/01/2025 \n29/01/2035\n\n  \n 3,508  \n 1.60  \n29/01/2025 \n29/01/2035\n\n  \n 125,000  \n 1.50  \n25/03/2025 \n25/03/2035\n\n  \n    \n    \n  \n \n\nRaj Patil \n 238,462  \n 2,13  \n14/03/2023 \n14/03/2033\n\n  \n 20,000  \n 1.46  \n13/03/2024 \n13/03/2034\n\n  \n 31,824  \n 1.60  \n29/01/2025 \n29/01/2035\n\n  \n 23,126  \n 1.60  \n29/01/2025 \n29/01/2035\n\n  \n 74,000  \n 1.50  \n25/03/2025 \n25/03/2035\n\n  \n 4,585  \n 1.60  \n10/07/2025 \n10/07/2035\n\n  \n 183,003  \n 2.75  \n10/07/2025 \n10/07/2035\n\n \n\n**Employee\nShare Option Plan with Non-Employee Sub-Plan and US Sub-Plan**\n\n \n\nThe\nmain features of the Unapproved Share Option Plan are summarized below.\n\n \n\n*Eligibility*\n\n \n\nAll\nexecutive directors, officers and employees of the Company and any of its subsidiaries are eligible to participate in the Unapproved\nShare Option Plan. The Remuneration Committee selects the individuals to whom share options are to be granted from time to time.\n\n \n\n64\n\n \n\n \n\n*Grant\nof options*\n\n \n\nOptions\nmay be granted at such time or times as the Remuneration Committee (or the Board, excluding any interested Director, until a Remuneration\nCommittee is formally established) determines.\n\n \n\n*Exercise\nprice and adjustments to options*\n\n \n\nWhile\nthe Ordinary Shares are admitted to trading on the NASDAQ Capital Market, the exercise price per Ordinary Share may not be less than\nthe average of the middle market quotations for an Ordinary Share for the five dealing days immediately prior to the date of grant. If\nthe Ordinary Shares are not admitted to trading on the NASDAQ Capital Market, the exercise price will be the amount specified by the\nRemuneration Committee. If the Ordinary Shares are newly issued the exercise price may not, in any event, be less than the nominal value\nof an Ordinary Share. In the event of any variation in the share capital of the Company the exercise price and/or the number of Ordinary\nShares comprised in each option may be adjusted as the Remuneration Committee determines. No adjustment may be made which will reduce\nthe exercise price below the nominal value of an Ordinary Share.\n\n \n\n*Rights\nand restrictions*\n\n \n\nAn\noption granted under the Unapproved Share Option Plan is not transferable. The option certificate will specify when the option will lapse,\nand such date may not be later than the tenth anniversary of its date of grant. Except in the circumstances referred to below, an option\nwill only be exercisable on or after the date which is three years after the date of grant.\n\n \n\nIf\nthe participant ceases to be employed by the Company by reason of injury, disability, ill-health or redundancy; or because the business\nor company that employs them is transferred out of the ultimate ownership of the Company, their option may be exercised within six months\nafter such cessation or transfer. In the event of the death of a participant, the personal representatives of a participant may exercise\ntheir option within six months after the date of death. The extent to which an option may be exercised in these circumstances will be\ndetermined by reference to any exercise conditions and time vesting provisions set out in the option certificate unless the Remuneration\nCommittee decides otherwise and is satisfied that any waiver of such provisions does not constitute a reward for failure.\n\n \n\nOn\ncessation of employment for any other reason (or when a participant serves or has been served with, notice of termination of such employment),\nthe option will lapse unless the Remuneration Committee exercises its discretion to allow the exercise of the option for a period not\nexceeding 6 months from the date of such cessation or notice. In such circumstances and where exercise is permitted, the extent to which\nan option may be exercised will be determined by reference to any exercise conditions and time vesting provisions set out in the option\ncertificate unless the Remuneration Committee decides otherwise and is satisfied that any waiver of such provisions does not constitute\na reward for failure.\n\n \n\n*Corporate\nevents*\n\n \n\nOptions,\nto the extent not already exercisable, will become exercisable immediately prior to a change in control of the Company, in the event\nof a takeover of the Company, in the event that an officer becomes entitled or bound to acquire Ordinary Shares or in the event that\nthe court sanctions a compromise or arrangement for the reconstruction of the Company or its amalgamation with any other company. In\nsuch event, all share options may be exercised for a limited period and will lapse to the extent not exercised. Options, to the extent\nnot already exercisable, will become exercisable in the event that the Company is proposed to be voluntarily wound up and all share options\nmay be exercised within a limited period in connection with the winding up, failing which they will lapse. In such circumstances and\nwhere exercise is permitted, the extent to which an option may be exercised will be determined by reference to any exercise conditions\nset out in the option certificate unless the Remuneration Committee decides otherwise and is satisfied that any waiver of such provisions\ndoes not constitute a reward for failure.\n\n \n\n*Performance\nconditions*\n\n \n\nThe\nexercise of share options may be subject to the satisfaction of such performance conditions, if any, as may be specified and subsequently\nvaried and/or waived by the Remuneration Committee.\n\n \n\n65\n\n \n\n \n\n*Issuance\nof Ordinary Shares*\n\n \n\nThe\nOrdinary Shares issued upon the exercise of share options granted under the Unapproved Share Option Plan will rank pari passu with the\nCompany’s issued Ordinary Shares on the date of exercise, save as regards any rights arising by reference to a record date prior\nto the date of such exercise.\n\n \n\n*Plan\nlimit*\n\n \n\nOptions\nmay not be granted under the Unapproved Share Option Plan if such grant would result in the total number of “Dilutive Shares”\nexceeding 15% of the Company’s issued share capital from time to time. “Dilutive Shares” means, on any date, all shares\nof the Company which (a) have been issued, or transferred out of treasury, on the exercise of share options granted, or in satisfaction\nof any other awards made, under any share incentive scheme (including the Unapproved Share Option Plan) in the shorter of the five years\nending on (and including) that date and the period since adoption of the Plan; and (b) remain capable of issue, or transfer out of treasury,\nunder any subsisting share options granted by the Company.\n\n \n\n*Alternative\nsettlement on exercise*\n\n \n\nInstead\nof delivering the number of Ordinary Shares specified in the exercise notice, the Remuneration Committee may make a cash payment with\nthe option holder’s consent or deliver Ordinary Shares equal to the value of the Ordinary Shares over which the option is exercised,\nless the relevant exercise price, or may deliver a combination of the above two.\n\n \n\n*Alteration*\n\n \n\nThe\nRemuneration Committee may alter the Unapproved Share Option Plan except that (apart from minor amendments to benefit the administration\nof the Share Option Plan, to correct typographical or other errors, to take account of a change in legislation or to obtain or maintain\nfavorable tax, exchange control or regulatory treatment for participants or the Company) no alteration to the advantage of participants\nor to the Unapproved Share Option Plan limit described above can be made without the prior approval of Shareholders in general meeting.\n\n \n\nNo\namendment may have a materially adverse effect on share options granted before the amendment without the relevant option holder’s\nconsent.\n\n \n\n*Termination\nand Plan period*\n\n \n\nThe\nRemuneration Committee may terminate or suspend the operation of the Unapproved Share Option Plan at any time, whereupon no further share\noptions shall be granted but in all other respects the provisions of the Unapproved Share Option Plan shall remain in force. In any event,\nno share options may be granted after the date which is five years after the date the Unapproved Share Option Plan is adopted.\n\n \n\n**C.\nBoard Practices**\n\n \n\n**Corporate\nGovernance Practices**\n\n \n\nWe\nare a “foreign private issuer,” as defined by the SEC. As a result, in accordance with NASDAQ listing requirements, we may\nrely on home country governance requirements and certain exemptions thereunder rather than complying with NASDAQ corporate governance\nstandards. While we voluntarily follow most NASDAQ corporate governance rules, we may choose to take advantage of the following limited\nexemptions:\n\n \n\n \n●\nExemption\nfrom filing quarterly reports on Form 10-Q containing unaudited financial and other specified information or current reports on Form\n8-K upon the occurrence of specified significant events.\n\n \n\n66\n\n \n\n \n\n \n●\nExemption\nfrom Section 16 rules requiring insiders to file public reports of their stock ownership and trading activities and liability for\ninsiders who profit from trades in a short period of time, which will provide less data in this regard than shareholders of U.S.\ncompanies that are subject to the Exchange Act.\n\n \n \n \n\n \n●\nExemption\nfrom the NASDAQ requirement requiring disclosure of any waivers of the code of business conduct and ethics for directors and officers.\n\n \n \n \n\n \n●\nExemption\nfrom the requirement that our board have a compensation committee that is composed entirely of independent directors with a written\ncharter addressing the committee’s purpose and responsibilities.\n\n \n \n \n\n \n●\nExemption\nfrom the requirement to have independent director oversight of director nominations.\n\n \n\nWe\nfollow the QCA code corporate governance practices in lieu of NASDAQ corporate governance requirements as follows:\n\n \n\n \n●\nWe\ndo not follow NASDAQ Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements\nare not required under English law. In accordance with generally accepted business practice, our Articles of Association will provide\nalternative quorum requirements that are generally applicable to meetings of shareholders.\n\n \n \n \n\n \n●\nWe\ndo not follow NASDAQ Rule 5605(b)(2), which requires that independent directors regularly meet in executive sessions where only independent\ndirectors are present. Our independent directors may choose to meet in executive sessions at their discretion.\n\n \n\nAlthough\nwe may rely on certain home country corporate governance practices, we must comply with NASDAQ’s Notification of Noncompliance\nrequirement (NASDAQ Rule 5625) and the Voting Rights requirement (NASDAQ Rule 5640). Further, we must have an audit committee that satisfies\nNASDAQ Rule 5605(c)(3), which addresses audit committee responsibilities and authority and requires that the audit committee consist\nof members who meet the independence requirements of NASDAQ Rule 5605(c)(2)(A)(ii).\n\n \n\nWe\nintend to take all actions necessary for us to maintain compliance as a foreign private issuer under the applicable corporate governance\nrequirements of the Sarbanes-Oxley Act, the rules adopted by the SEC and NASDAQ listing rules. Accordingly, our shareholders will not\nhave the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of NASDAQ.\nFor an overview of our corporate governance principles, see the section titled “Description of Share Capital and Articles of Association—Differences\nin Corporate Law.”\n\n \n\n**Compliance\nwith the Quoted Companies Alliance Corporate Governance Code**\n\n \n\nAll\ncompanies with securities admitted to trading on LSE are required to include on their website details of a recognized corporate governance\ncode that the board of directors of the Company have decided to apply, how the Company complies with that code, and where it departs\nfrom its chosen corporate governance code an explanation of the reasons for doing so. This information is required to be reviewed annually.\n\n \n\nThe\nCompany has decided to apply the Corporate Governance Code published by the Quoted Companies Alliance, or the QCA Code. The QCA Code\nsets out a standard of minimum best practice for small and midsize quoted companies. The Company will continue to follow these rules\ndespite the delisting from the LSE.\n\n \n\n**Composition\nof Our Board of Directors**\n\n \n\nOur\nboard of directors is currently composed of five members. Our board of directors has determined that, of our five directors, three of\nthe directors, Mr. John Brancaccio, Mr. Bernard Denoyer and Mr. Simon, each do not have a relationship that would interfere with the\nexercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent”\nas that term is defined under NASDAQ rules.\n\n \n\n67\n\n \n\n \n\nIn\naccordance with our Articles, each of our directors for whom it is the third annual general meeting following the annual general meeting\nat which they were elected or last re-elected, or who was appointed by the board since the previous annual general meeting, shall retire\nfrom office but shall be eligible to stand for re-election. See “Description of Share Capital and Articles of Association—Articles\nof Association—Board of Directors.”\n\n \n\nThe\nexpiration of the current terms of the members of the Board of Directors and the period each member has served in that term are as follows:\n\n \n\nName \n **Year Current Term Began**  \n **Year Current Term Expires** \n\nGabriele Cerrone \n 2025  \n 2026 \n\nGary Jacob \n 2025  \n 2026 \n\nWilly Simon \n 2025  \n 2026 \n\nJohn Brancaccio \n 2025  \n 2026 \n\nBernard Denoyer \n 2025  \n 2026 \n\n \n\nThe\nCompany has adopted best practice for corporate governance in its country of incorporation so all directors will retire and stand for\nre-election at each annual general meeting (as opposed to reliance upon rotational reappointment).\n\n \n\n**Committees\nof Our Board of Directors**\n\n \n\nOur\nboard of directors has three standing committees: an audit, risk and disclosure committee, a remuneration committee and a nomination\ncommittee.\n\n \n\n**Audit,\nRisk and Disclosure Committee**\n\n \n\nThe\naudit, risk and disclosure committee, which consists of John Brancaccio, Bernard Denoyer and Willy Simon, assists the board of directors\nin overseeing our accounting and financial reporting processes. Mr. Brancaccio serves as chairman of the audit, risk and disclosure committee.\nThe audit, risk and disclosure committee consists exclusively of members of our board who are financially literate, and Mr. Brancaccio\nis considered an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication\nas defined under the applicable NASDAQ rules and regulations.\n\n \n\nOur\nboard has determined that all of the members of the audit, risk and disclosure committee satisfy the “independence” requirements\nset forth in Rule 10A-3 under the Exchange Act. The audit, risk and disclosure committee will be governed by a charter that complies\nwith NASDAQ rules.\n\n \n\nThe\naudit, risk and disclosure committee’s responsibilities include:\n\n \n\n \n●\nrecommending\nthe appointment of the independent auditor to the general meeting of shareholders;\n\n \n \n \n\n \n●\nthe\nappointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit\nreport or performing other audit services;\n\n \n \n \n\n \n●\npre-approving\nthe audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such\nservices;\n\n \n \n \n\n \n●\nevaluating\nthe independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board of\ndirectors on at least an annual basis;\n\n \n \n \n\n \n●\nreviewing\nand discussing with management and our independent registered public accounting firm our financial statements and our financial reporting\nprocess;\n\n \n \n \n\n \n●\nreviewing,\napproving or ratifying any related party transactions.\n\n \n\n68\n\n \n\n \n\n**Remuneration\nCommittee**\n\n \n\nThe\nremuneration committee consists of Mr. Brancaccio, Mr. Denoyer and Mr. Simon. Mr. Simon serves as chairman of the remuneration committee.\nUnder SEC and NASDAQ rules, there are heightened independence standards for members of the remuneration committee, including a prohibition\nagainst the receipt of any compensation from us other than standard board member fees.\n\n \n\nThe\nremuneration committee’s responsibilities include:\n\n \n\n \n●\nidentifying,\nreviewing and proposing policies relevant to the compensation and benefits of our directors and executive officers;\n\n \n \n \n\n \n●\nevaluating\neach executive officer’s performance in light of such policies and reporting to the board; and\n\n \n \n \n\n \n●\noverseeing\nand administering our employee share option scheme or equity incentive plans in operation from time to time.\n\n \n\n**Nomination\nCommittee**\n\n \n\nThe\nnomination committee consists of Mr. Cerrone, Mr.\nDenoyer, Mr. Brancaccio and Mr. Simon. Mr. Denoyer serves as chairman of the nomination committee. The nomination committee’s\nresponsibilities include:\n\n \n\n \n●\ndrawing\nup selection criteria and appointment procedures for directors;\n\n \n \n \n\n \n●\nrecommending\nnominees for election to our board of directors and its corresponding committees;\n\n \n \n \n\n \n●\nassessing\nthe functioning of individual members of our board of directors and executive officers and reporting the results of such assessment\nto the board of directors; and\n\n \n \n \n\n \n●\ndeveloping\ncorporate governance guidelines.\n\n \n\nNone\nof our non-employee directors have any service contracts with OKYO Pharma Ltd or our subsidiary that provide for benefits upon termination\nof employment.\n\n \n\n**D.\nEmployees**\n\n \n\nAs\nof March 31, 2026, we had 5 full time employees. Three of our employees were engaged in research and development and two employees were\nengaged in management, administration and finance. Three are located in the United States, one in Italy and one in the United Kingdom.\nNone of our employees are members of labor unions. None of our employees are covered by a collective bargaining agreement.\n\n \n\n**Insurance\nand Indemnification**\n\n \n\nTo\nthe extent permitted by the Companies (Guernsey) Law, 2008, we are empowered to indemnify our directors against any liability they incur\nby reason of their directorship. We maintain directors’ and officers’ insurance to insure such persons against certain liabilities.\nWe expect to enter into a deed of indemnity with each of our directors and executive officers prior to, or as soon as practicable, following\nthe filing of this annual report.\n\n \n\nIn\naddition to such indemnification, we provide our directors and executive officers with directors’ and officers’ liability\ninsurance.\n\n \n\nInsofar\nas indemnification of liabilities arising under the Securities Act may be permitted to our board of directors, executive officers, or\npersons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification\nis against public policy as expressed in the Securities Act and is therefore unenforceable.\n\n \n\n**E.\nShare Ownership**\n\n \n\nSee\n“Item 7. Major Shareholders and Related Party Transactions.”\n\n \n\n69"}