AMICULUM Limited Annual Report and Financial Statements For the year ended 31 May 2020 Company Regain Ho 05521296 (England an Wes)AMICULUM Limited Company Information Directors Dr Richard Alcorn Dr Jennifer Putin Hr Michael Putin Hs Jane Smith Me Rebecca Thomas Secretary Mr Michael Putin Company number 05521208 Rogistores office The Boathouse, Clarence Mill Clarence Road Bolingtan Cheshire SK10 512 Auditor Moore Kingston Smith LLP Charitte Budding 17 Grosse Street London wir aLAMICULUM Limited Contents Page Strategic report 1-3 Directors report 45 Independent auditor's roport 68 {Group statement fo comprehensive income ° {Group balance shoot 0 ‘Company balance sheet " Group statement of changes in equity 12.13 ‘Company statement of changes in eauity 4 ‘Group statement of cash flows 5 Notes to the financial statements 16-37AMICULUM Limited Strategic Report For the year ended 31 May 2020 ‘The citectors presen the siategicrepor forthe year ended 31 May 2020, The below figures prosuces by management reflect undertyng client foes by agency rather than tunover per logal nity, Therefore third party fees that are drecty passed onto clients, that make up cost of sales, are not includes, Fair roview of the business AMICULUM cantinued to develop as a leading independent clobal healthcare communications and learning business ‘turing 2019/20. The global Covid-19 pandemic ct have an impact on fee income with several clents canceling or postponing planned activities, However, the impact was reduced by AMICULUM's diversified, global presence, our strengths in cgjital engagement and online Isaming, and our established IT infrestructure which enabled the Company to switch to fully remots-working model very rapidly. Consequenty, while we did not achieve our orginal forecast, we grew by more than 6% over the provicus year witha fee income of £22.2 milion and o pre-tax prof of £1 milion ‘The combined foe Income of ou etabliched ful-sorvoe healthcare communications agenelos Mudskipper and 7.4 vain line with the previous year (23.6 millon vs £86 milion in 2018/19) as delays to conference-elated activites in the second ha ofthe year, cue to the pandemic, were offset by a strong frst haf of he year, ‘Our specialize healthcare leerning agency, Della Kn and AMICULUM Digital achieved e combined fee income increase of 35% to £5.2 milion (versus £3.8 milion the previous year) and a return te profit as we supported both exiting and new cients in meeting the connmunications challenges posed by the pandemic. In addition, we created and launched a new a-Vents team specifically o support the design and delivery of vitual meetings using a range ot tiga patios, CComracis, AMICULUM's rara dsaase agency, achieved fea Income growin cf 23% versus the previous yaar (61.3, rilion vorsus £1.08 milion in 2018/18), The agency made a smal ass due tothe investment in the team required Curing the year to service the growing business. Our spacaist agency Seaues, which focuses on therapeutic advances based on genetics, achieved 2 fee income of just under £2 millon ints second full year of trading (compared to just over £tm in tho provious year, an romained in profi ‘Our pharmaceutical industry consulting team Evida reported outstanding results fr the year with growth of 33% in few income and an increase in profi ln addition to delivering consultancy ois own clients, Evida continues to glay an Important ole with provision of strategic support to otter AMICLLUM agercies and involvement in our business. ‘evelopment activites, [AMICULUM's teams in Asia (Shanghai and Singapore) were also adversely flected by project delays and cancellations due to travel restrictions related to Covid-19, These teams achioved a combinad foe income of just over £1.2 milion during the year (a decrease of approximately 22% over the previous year). We have since seen a significant recevery in Asia and strengthening of AMICULUIs eresence inthe region. In particular, aur abit to oliver beathcare communications assignments in Chinase remsine a statogic pont. AMICULUM MENA OMCO, was incorporated in Oulsl in June 2019 inorder to expand our business inthe Milo East and North Afia in future years, Our MENA tear achieved revenue ef £113,000 during the year as the pandemic had a disproportionate impact due to te reliance on face-o-lace meetings in the region, AMICULUMS highly collaborative structure meant that spare capacity was utlized to support other teams. As with cur experience in Asia, we are now witnessing a significant recavery in MENA, Page 1AMICULUM Limited Strategic Report (Continued) For the year ended 31 May 2020 AMICULUM USA reported a 25% alin fe income because of recrganization within a key lent in North America and {olays to projects dung the final quarter of the year due tothe Cowd-19 pandemic. To address this, the US team nas, focused effets on business development and growing a pipeline of future opportunites forthe years ahead, although recovery is anticipated to be slower than In other regions. AMICULUM's healthcare communications leam basod in Auckland, NZ, hed a good yoar supporting our egencios and ‘also delivering healthcare communications services drecly to cients in Ausra, Principal risks and uncertainties 4s suppler of services and consultancy to cilents inthe international phermaceutcal incustry, 9 key risk to our business derives from the fundamental cks inherent in our cons’ operations, such as termination of development of ‘anew drug oF witidrawal of a marketed compound, Patent expt s also acisk but hiss well defined and can ‘generally be mitigates well in advance. [AMICULUM tas an established risk mitigation strategy and our agencies deliver services relating to a number of ‘sompounds, at diferent stages of development fora range of chant companies. In instances where drugs have boon ‘topped in development we have, to date, been able fo quickly replace the revenue vith new projects from our ‘existing liens, There s acive competition within the nealtheare communications and consulting market. [AMICULUMs agencies have estabished effective long-term relationships with ther ke cents and have grown primarily through repeat businoss and referal although an increasing amount of coorinated business development _2ctvity is paw Boing undortakon to support futuro groath, The ability to recruit and retain high calibe staff withthe requsie qualifications for our industy is also challenging. This risk is managed by provision ofan excellant werkng envirerment and a carefully-designed benefits package to encourage staff retention, AMICULUM'S agencies have, as a consequence, a low rate of staff turnover, During the year the company invested in enhanced in-house recruitment activities. The Board anticipates that tis will reduce the ‘overall cos of recruitment an a per-head basis whist enabling us lo create a pipeline of potential candidates in al kay locations Tho group's financial instruments comprise bank balances, cect card faces, trade debtors and croditors. Athough costs are predominant in steing, a signifcant proportion of revenue is denominated in US Dollars and Euros. The inovitabe currency risk requires management through advanced bucisting for anticpated exchange rate movements _’and maintaning adequate cash eserves to absorb exchange rate uctuations. AMICULUM manages its working ‘apal by matching cash fows wherever possible trough interim bilings Inthe case of projects that are of more than ‘one montis duration. AMICULUMs liquidity risk is managed as part of its overall nancial conrl facta by regular management reporting fo include monthy roling profit and cashfiow forecasts. Development and performance [AMICULUMs global headceunt grew to an average of 240 in the year ending 31 May 2020 from an average of 218 the previous year. Recratment was chven by an expanded in-house team which achieved a significant cost-saving combined with enhanced candidate experience ‘A total of ninateen new pharmaceutical industry clients were edded to AMICULUM roster curing the course of the year. Succassful business development activites by our agencies and the creation ofa new team to suppor strateaic ‘ent engagement and extemal communications are expected to provide substantial opportunities for continued steady growth of cur company in flure years The AMICULUM Board has aperoved plans forthe launch of adtional specialist healthcare communications teams uring 2021 and, having demonstrated the resilience of our business during 2020, we are looking forward with a high level of confidence, Page 2AMICULUM Limited Strategic Report (Continued) For the year ended 31 May 2020 Key performance indicators The koy ncicators we focus on ae clot fee income, staf costs and operating margins ‘ont fe income increased by 7% to £22,228,978 inthe year to 31 May 2020, fe £20,867.367 in the prior your. AMICULUM staff eos, excluding directors ofthe parent company and subsidiary companies, inoreased by 7% 1o& 14,452,130, from £19 511,374 in the prior year. AMICULUMs operating margin decroased to 4% from 5 in the prior yaar, ‘On baal of the board Me Michael Putin Director 18 January 2024 Page 3AMICULUM Limited Directors’ Report For the year ended 31 May 2020 ‘The ctectors prosent their annual report and financial statements for the year ended 31 May 2020. Principal activities The principal activity ofthe subsiclares of AMICULUM Limited continued 1 be that of providing heatcare ‘communications servioes and consultancy tothe intemational pharmaceuicalindusty. The principal acviy ofthe ‘Company continued to be thal of @ holding company, Directors ‘The dtectors who held offce during the year and up othe date of signature ofthe financial statements were as follows Richard Alcor Dr Jennifer Putin Mr Michael Putin Ms Jane Smith Ms Rebecca Thomas Results and dividends The results forthe year, ater taxation and minority imerests, avounted to £825,296 (2018: £822,123) The directors racommend @ final clvidand of £207,577 to ba made in respect of the fancil year ended 31 May 2020 (2019; £155,682). Auditor The auditor Moore Kingston Smith LLP is deemed to be reappotted under section 487(2) ofthe Companies Act 2006. Statement of directors’ responsibilities The directors are responsible fr preparing the Annual Report and the nancial statements in accordance with ‘applicable law and regulations, ‘Company law require the dractors to prozare finandal statoments for each fnanclal year. Under that law the rectors have electes to prepare the nancial statements in accordance wih United Kingdom Generally Accepted ‘Accounting Practice (United Kingdom Acceunting Standards and applicable law). Under company Iaw the electors must aol approve the financial stalements unloss thoy ar satisfied thet thay give a true and fir view ofthe state of affairs of the group and company. and ofthe profi or oss of the croup for thal period In preparing these tnancial Statements. the directors are required to: ‘selec suitable accounting policies and then apply them consistently: make judgements and accounting estimates that ar reasonable and prudent: ‘© state whether applicable United Kingdom Accounting Standards have been flowed. subject to any material eparures disclosed and explained inthe financial statements ‘© prepare tho financial ctatoments onthe going concem basis uniess tis inappropriate to presume that the company will continue in business, ‘The rectors are responsible for keeping adequate ascounting records that are sufficient to show and expla the ‘roup's ard company’s tan'sacions and disclose with reasonable accuracy at any time the financial position of te {r0Up and company and enable thee to ersure thatthe firancalstalemerts comply with the Companies Act 2006, ‘They are alsa responsible or safeguarding the assets ofthe group and company andi hence for taking reasonable ‘steps forthe prevention and detection of fraud and ote regulates, PageAMICULUM Limited Directors’ Report (Continued) For the year ended 31 May 2020 Statement of disclosure to auditor So far as cach person who was a doctor atthe dato of approving tis reports aware, there is no relevant aud informaton of which the auditor ofthe company is unaware, Addtionall, tho directors individually have taken all the necessary steps thal they ought to have taken as rectors in order to make themselves aware ofall relevant audi information and to establish thatthe auditor ofthe company Is ware ofthat information. On behalf ofthe board Me Michael Putin Director 18 January 2024 Page sAMICULUM Limited Independent Auditor's Report To the Members of AMICULUM Limited Opinion We have audited the fhancial statomonts of AMICULUM Limitod (the ‘parent company’) and its subsidiaros (tho ‘group’ for the year ended 31 May 2020 which comprise the Group Statement of Comprahensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of ‘Changes in Equi, the Group Statement of Cash Flows and notes to the financial slatemens, incuding a sunwnary of snificant accounting palcies, The fnancial reporting framework that has been apalied in thei preparation is applicable law and United Kingdom Accounting Standards, incucing FRS 102 The Financial Reporting Starderd ‘applicable in the UK and Repubic of Felans (United Kingdom Generaly Accepted Accounting Practice) Ir our opinion the financial statements: give a true and fir view ofthe stte of te group's and the parent company’s afairs as at 31 May 2020 and ofits profi forthe year en ened, © have been properly prepares in accordance with United Kingdom Generally Accapted Accounting Practice and ‘have been prepared in accordance withthe requirements of the Companies Act 2006. Basis for opinion We conducted our ait in accordance with International Standerds on Auditing (UK) (ISAS (UK}) and applicable law ‘Our responsibilities under those standards are further described inthe Audto’s cesponetilios forthe aut ofthe Fnancial statements section of our report. We are independent ofthe company in accordance with the ethical requirements that are elevant to our aud of the financial statements in the UK, including the FRC's Ethical Standard, end we have fulilad our other ethical responsi in accordance with these requirements. We beliave that the audi evidence we have obtained is sufficient and aperoptate to provce a basi fo our opinion, ‘Conclusions relating to going concern We have nothing to reportin respect ofthe folowing matters in relation to which the ISAs (UK) require us to report to you where * the directors" use of he going concern basis of accounting Inthe preparation ofthe financial statements isnot appropriate; oF * the directors nave not dssiosed in the financial statements any identfied material uncertainties that may cast sianfcant doubt about the group's cr tho paront company's ablity to continuo to adopt the going concer basis, of accounting for a period of at least twolve menths from the date when the financial statements are authorised forissue. ‘Other information The directors are responsible forthe other information. The othe information comprises the information included in the annual epo, other than tha fnancial stalaments and aut auato’s renee ther|an. Our opinion on the financial “tatomont does not covar tho ethor information and, excopt tothe oxtontathorwice oxplcly statod in our ropor, we {donot exoress any form of assurance conclusion theveon, In connectin with our aust of the financial statements, our responsibil is to read the other information and, in doing ‘0, consider wheiher the ther information s material inconsisent withthe financial stalements or our knowledge ‘oblained inthe auditor otherwise appears to be materially misstated. Ifwe identity such material inconsistencies or ‘apparent material misstatements, we are requiced to determine whether there is a material misstatement in the ‘nancial statements or a material misstatement ofthe other information. H, based on tha wark we have performed, we conclude that there is a material misstatement ofthis other information, we are required to repor that fact. We have nothing to report in this regard PageAMICULUM Limited Independent Auditor's Report (Continued) To the Members of AMICULUM Limited ‘Opinions on other matters prescribed by the Companies Act 2006 Ir our opinion, based on the werk undortakon in tho course of our auc © the information given in the Strategic Report and the Directors’ Repor forthe financial year for which the financial statements are prepared s consistent with the francial statements: and © the Strategic Report and the Directors! Reporthave been prepared in aczordance with applicable legal requirements Matters on which we are required to report by exception Inthe ght of the knowledge anc understancing ofthe group and the parent compary and ils environment obtained in the course of the audi, we have not identifed material misstatements in the Strategic Report and the Directors’ Repost We have nothing to reportin raspect ofthe folowing matters where the Companies Aet 2006 requires us to report to you, n out opinion: * adequate accounting records have not been kept bythe parent company, oF have not been received from branches not vised by us; or * the parent company financial staterrents are notin agreement withthe accounting recorés and retuns; or * cortin disclosures of directors’ romuneration spocifed by law are not made; or we have not received all ho Information and explanations we requie for our audit tums sdequate for our audit Responsibilities of directors {As explained more fully in the Directors! Responsiites Statement, the ditectors are responsible fr the preparation ‘ofthe financial statements and fr being setsfied that they give true and fair view, and for such internal contol as the directors determine is necessary to enable the preparation cf financial statements that are free rom material rigtatement, whether dus to fraud or error In preparing tha inandal statements, the dractors ar rasnonsibe for assessing tha group's and the parent company's abilly to continue as a going cencom, disclosing, as applicable, mattos related to going concer and sing the going concern basis of accounting unless the drectors ether intend to liquidate the group or the parent ‘company or to cease operations, or have no reais altomatve but to do so, ‘Auditor's responsibilities for the aualt ofthe financial statements. ‘Our objectives are to obtain reasonable assurance about whether the financial slatoments as a whole are troe rom ‘material misstatement, whether due to frau or error, and to Issue an auditors report that incluGes our opinion, Reasonable assurance isa high evel of acsurance, but is not a qusrantee that an audit conducted in accordance with ISAs (UK) wll alvays detect a material misstatement when itexsts. Misstatements can arise from fraud or error and {ate considered maton, incivaally orn tho aggrogato, they could reasonably be expected te influonce the ‘economic decisions of users takon onthe basis of thase financial staternonts, PageAMICULUM Limited Independent Auditor's Report (Continued) To the Members of AMICULUM Limited ‘As pat of an audi accordance with ISAs (UK) we exercise professional judgement and mainiain professional ‘scepticism throughout the audit, We also: * Identity and assess the risks of material missistement ofthe financial statements, whether cu to frau or eta. design and perform aut procedures responsive lo those risks, and obtain auc evidence tha is sufficient and appropriate to provide a basis for cur opinion. The risk ofnat detecting a material misstatement resulting from fraud is higher tran for one resulting from error, as fraud may invove colusion, forgery, Intentional omission, rmisroprosentations, or tne override of intornal control * Obtain an understanding of internal contol relevant tothe aut in erder te design audit procedures that are approprat inthe cumstances, but nat forthe purposes of expressing an opinion onthe effectiveness of the ‘group's internal contol. * Evaluate the appropriateness of accounting policies used and ihe reasonableness of accounting estates and felated cisclostres made by the ciectors © Conciude on the appropriateness ofthe dirctors use of the going concern basis of acccunting and, based on the aust evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's abit to continue asa going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auto's repor tothe related ‘sciosures inthe financial statemerts or, f such disclosures are inadequate, to modty our opinion. Our Conclusions are based on the aust evidence obtained up fo the date of our aucitors report. However, Future ‘evens or conditions may cause the group othe parent company to cease Io continue as @ going concern. = Evaluato tho overall prosontation, structure and content te fizancial statements, including the disclosures, ‘and whether the fnanclal statements represert the undesying transactions and evenis in manner that achieves fair presentation, © Obtain sufficient appropriate aut evidence regarding the financial information ofthe entities or business: ‘actives within the group to express an opinion on the consolidated nancial statements. We are responsible for the direction, supervision and performance of the group aucit, We remain solely responsible for our audit opinion We communicate with those charged with governance regarding, among ether matters, the plannad scope and timing ‘af the audi and significant audit iadings, including ary eignificant daicaneies in internal contol that we saatty curing our auc Use of our report This report is made solely Lo the company’s members, a8 body, in accordance with Chapter 3 of Part 16 of the Companies Act 2008, Our audit work has been undariaken so that we might state to tre company’s memasrs those matters we are required to state to them in an auditors report and for no other purposa. To the fullest extent permited by law, we da not accapt or assume responsibly to anyone other than the company and the company’s members as body, for our audit work, for this report, ofr the ofinions we have formed Esther Carder (Senior Statutory Aucltor) for an on behalf of Moore Kingston Smith LLP 15 January 2021 Chartered Accountants CChartotte Building ‘Statutory Auditor 17 Gresse Steet London wer tab Page 0AMICULUM Limited Group Statement of Comprehensive Income For the year ended 31 May 2020 Notes Tumover 3 Cost of sales Gross profit Administrative expenses Operating profit ‘4 Intorostrecsivablo and simiar income 8 Interest payable and similar expenses, ° Profit before taxation Taxon proft 10 Profit forthe financial year a Otter comprehensive income Currency tanslation diferences Total comprehensive income for the year 2020 24,308,197 (2.976.219) 22,228,578 (21,167,598) 1,061,440 620 967) 1028,189 (202,953) 825,236 37,905) rerast 2019 £ 22,405,417 (1,628,050) 20,857,387 (19,819,870) 41,037,497 2 (98.856) 998,843 (176,720) 822,128 (48,808) 776,815 Page 9AMICULUM Limited Group Balance Sheet As at 34 May 2020 Fived assets Intangible assets Tangwie assets Current assets Debiors (Gash ot bank and in hand Creditors: amounts falling due within fone year Net current assets Total assets less current abilities Creditors: amounts falling due after ‘more than one year Provisions for liabilities Not assets Capital and reserves Called up share capital ‘Share premium account Foreign exchange reserve other reserves Merger reserve Proft and loss reserves Total equity Notes 12 13 w 1 9 a 25 2 ar ar ar ar 2020 75,782 8,904 1.064.636, 6.187.453 4.126.261 10,203.814 (6:358,555) 997.259 5,001,895 (298,586) (160,403) 4,542,906 10379 440 (248,114) 38,200 ‘919 4,841,082 4,542,908 2019 5,864,698 3,312,847 9,177,485 (5,851,650) 421,420 53,064 984,084 3,825 695 4310319 (379787) (22.632) 3,907,000 10,379 440 (310.209) 34.843 919 4,971,528 3,907,900 ‘The financial statements were epproved by the board of directors and authorised for issue on 13 January 2021 and ae signed an its bonatf by MeNichael Putin Director Page 10AMICULUM Limited Company Balance Sheet As at 31 May 2020 Fived assets Investments Current assets Debtors (Cash at bank and in hand Creditors: amounts falling due within ‘one year Not current assets Total assets less current abilities Creditors: amounts falling due after ‘more than one year Net assets Capital and reserves Called up share capital Share premium secount Other reserves: Proft and loss reserves Total equity Notes “4 w 8 19 25 ar ar ar 2020 e ‘ 152,920 6377:786 4590 6.982.916 (3915474) 2.466 842 219,762 (48,855) 2870.07 10.379 ‘440 38,200 2521.88 2.870.907 2019 € f 139,168 17,792,260 42601 7,884,951 (6.713.737) 2a 2.260383 (379.787) 1,980,586 10,379 “40 aao43 1,834,994 1,880,596 ‘As permitted by 2408 Companies Act 2006, the comany has nol presented is own proft and loss account and ‘elated notes. The company’s profit forthe year was £842,636 (2018: £1,036, 139 pref ‘The financial statements were approved by the board of directors and authorised for Issue on 19 January 202% and ate signed on its behalf by Me Michael Putin Director Company Registration No. 05521206 Page 1AMICULUM Limited Group Statement of Changes in Equity For the year ended 31 May 2020 Sharecapital Share “Foreign = Merger, «Other Profitand =Total exchange reserve reservados reserves Notes . € e e e e Balance at 1 June 2018 11.807 440 (268,291) 919 30058 4,714,471 4.493.404 Currency tanelation diferances Balance at31 May 2019 Page 12AMICULUM Limited Group Statement of Changes in Equity (Continued) For the year ended 31 May 2020 nce at 4 June 2019 dod 31 May 2020: year comprehencive income: Currency translation ciferences on oversses subsidiaries Transters Dividends Increase to reserve for EM! options Balance at 31 May 2020 440 (310,209) (37,905) Merger o19 oth £ s4a43 Prot iS Total e e 4,171,528 9,907,900 925290 025.236 (37.905) (37,905) 37,905 (195.682) 35,682) 3.57 ‘Share capital Notes £ 10,79 " 10.379 440 919 4.841.082 4,542,906, Page 13AMICULUM Limited Company Statement of Changes in Equity For the year ended 31 May 2020 ‘Share capital Notes £ Balance at 1 June 2018 1.807 Share Premium ‘account e Year ended 31 May 2049: Proft and total comprehensive income forthe year Dividends " (wn shares acquired 7 Redemption of shares 5 (48) Increase to reserve for EMI options . Balance at 31 May 2019 10379 Year ended 31 May 2020: Prof and total comprehensive income for the year 7 Dividends " 7 Increase to reserve for EMI options Balance at 1 May 2020 10379 Other Profitand Total roservedoss reserves © f £ 30088 2.164971 2,207,278, 11035138 1,035,199 (155,682) (155,082) = (1709,494) (1,209,494) : - (1.428) 4.705 4785 34843 1834934 1,880,505 - 842696 842,696 = (185.682) (185,682) 3.387 3.57 38.200 2.521.888 2,570,907AMICULUM Limited Group Statement of Cash Flows For the year ended 31 May 2020 Not Cash flows from operating activities Cash generated trom operations 3 Imterest pac Income taxes paid Net cash inflow from opers ing activities Investing setivities Purchase of niangible assets Purchase of tangle fixed assets Proceeds on disposal of tangible fixed assets Interest receives Not cash used in investing activities Purchase of own shares Proceeds of new bank loans Repayment of bank loans Dividends paid to equiy shareholders Not cash used in financing activitios Not increase in cash and cash equivalents ‘cash and cash equivalents st ging of year Cash and cash equivalents at end of year 2020 € e 1,899,313 9671) (146,505) 4518,187 (22.034) (671,939), 6420 (987 607) 375,301 @31.875) (156,682), (112.018) Bi3s14 3,312,847 4,128,261 2019 2,706,763, (28.856) (288,488) 2.979.619 (91.408) (649,766) 5.608, 2 (1,208,494) 1,000,000 (285,808) (185,682), (632,584) (630,081) att6078 2,196,773 3.312.847 Page 15AMICULUM Limited Notes to the Financial Statements For the year ended 31 May 2020 1. Accounting policies Company infomation ANMICULUM Limited (the Company’) Is a private limited company domicied and incorpocated in England and Wales. The registered office is The Bosthouse, Clarence Mil, Clarence Road, Bolington, Cheshire, United Kingdom, SK10 512. ‘The group consists of AMICULUM Limited and all ofits subsidiaries, 44 Accounting convention ‘These financial statoments have beon prepared in accordance with FRS 102 "The Financial Reporting Standard opplicable in the UK and Republic of relanc” (PRS 102") and the requirements of the Companies Act 2006. ‘The fnancialslatements are prepared in sterling, which is the functional currency ofthe Company. Monetary a ‘mouris in these financial statements are rounded tothe naarest&, ‘The financial slatoments have beon prepared under the historical cost convention. The pincipal accounting polices adopted are set out below. ‘The consolidated fnancial statements present te resuls ofthe Company and its own subsidiaries ("he Group") a8 f they form a single entity. Inieroompany transactions and balances between group companies are theretore celiminated in fl ‘The consolidated financial statoments incorporate the rosults of business combinations using the purchase ‘method. In the Statement of Financial Position, the aoquitee'sidanifable asses, lables and contingent Watilties are inal recognised at tae far values atthe acquisition date. Tha resus of acquired operations are Included in he Consolidates Statement ot Comprehensive income fem the date on which control is obtained ‘They are deconsclidated from the date control ceases, In accordance with tho tranitonal exemption availabe in FRS 102, tho group has choson not to rorospoctivaly ‘ppl the standard to business combinations that occurred before the date of tansiton to FR 102, being 01 dune 2074 ‘There, the Group continues to recognise a meryer reserve which arose on a past business combination that was accounted for as merger in accordance with UK GAAP 2s applied at thal ime ‘The parent Company has taken the permitted exemptions of not presenting a statement of cash low and financial instruments dsclosures. 1.2 Going concern ‘The group made a profit for the year of £825,296 (2019: £322,128) and as atthe balance sheet date had net ‘sels of £542,906 (209: £3,907.900). During te year, there has been the global impact of the Coronavitus (COVID-19) pandemie, The group hss assessed tho potential sks and the impact onthe business as a result ofthe pandemic. The Group does not have a righ level of fixed costs, however should there be a negative Impact, a ost deferal and reduction plan wil be put in plece in order to minimise the impact of any potential, risks. This wil bo proportonato to any anticipated drop offin revenues and cash inflows. ‘The directors are confident that they have the ability fo respond effecively to continued uncertainty and as a result, the directors believe that the group and company willbe able o continue fo meet its ablilies as they fll {due for 8 period of al least twelve menths rom the date of approval of he financial statements, Page 16AMICULUM Limited Notes to the Financial Statements (Continued) For the year ended 31 May 2020 1 Accounting policies (Continued) 13° Turnover “Tumaver is eecognised toe extant thatthe economic hensfs wil fow tothe Group and the tumaver can be ‘elidbly measured, Tumover fs measured as the fair value ofthe corsideration received or receivable, excluding ciscounts, rebates, value added tax and other sales taxes, The folowing criteria must also be met to ensure that turnover is correctly recognised: Rendering of services “Turmover rom 3 contract to provide services fs recognised in the period in which the services re provided in 2ccoxtance withthe stage of completion of the contract whan al of th falling conditions are satsia + the amount of tunover can be measures reliably; * tis probable thatthe Group wil receive the consideration due under the contact * the stage of completion of the contract a the end of the reporting period can be measured rebably; and ‘© tha costs incures and the costs fo compete the contract can be measured reliably. 4.4 Intangible fixed assets other than goodwill Intangible assets are intalyrecogniced af cost AMter recognition Intangible assets are moasured at cost loss ‘ny accumulated amortisation and any accumulated impairment losses, A inangibie assets are considered tp have a ite useful fe, if relable estimate of he usaf Me cannot be ‘made, the useful fe shall nt excoee ton years, -Amartsation is recognised s0 28 to write off the cost or valuation af assets lass ther resis ‘seul ives on the following bases! Sofware 3 years 15. Tangible fixed assets ‘Tangible fixed assets ar intially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impaiment losses, Depreciation is recognised so 2s to write of the cost or valuation of assets less their esidual values over thei "useful vas on the follawing bases: Leasehold land and buldings ver the useful fe of he lease Fixtures and fitings 20% per annum Otte equipment 220% per annum Computer equipment 33% per anaum “The gain o loss arising on the clspasal ofan asset fs determined as the difference between the sale proceeds ‘and the carrying value ofthe asset, and i recognised inthe profit and loss account.AMICULUM Limited Notes to the Financial Statements (Continued) For the year ended 31 May 2020 1 Accounting policies (Continued) 1.6 Valuation of investments ‘A subsiciary Is an entity controled by the group. Controls the power to govern the nancial and operating policies ofthe entity so a8 o obtain benefits from its actives, Investments in subsidiaries are measured at cost Fess any impairment. 1.7 Cash at bank and in hand Cash is represented by cash In hand and deposits wit financial instuions repayable without penalty on notice lof nat more than 24 hours. Cash equivalents are highly Iquid investments thal mature in no more than three ‘months from the date of acquisition and that are readily ccnvertble to known amaunts of cash with insignificant isk of ciange in value Inthe Consolidated Statement of Cosh Flows, cash and cash equivalents are shown net of bank overdafis thot, ‘ore repayable on dermand and form zn integral part ofthe Group's cash management 1.8 Financial instruments ‘The Group only antes into basic financial instruments transactions that result inthe recognition of financial ‘assets and lables Ike trade and other debtors and credtors, loans from banks and other third paris, loans to ralated parties and investments Ia nan-putadle ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other ‘ccounts receivable ane! payable, are nally measured ai present value af the future cash flaws and Subsequently at amortised cost using the effectve interest method. Dabt instruments that are payable or receivable within one year, typically ade debicrs and creditors, are measured, intially ard subsequently, atthe Lndiscourted amount of the cash or other consideration expected tobe paid oF received. However, i the ‘arrangements of a short-term instrument constiuta a fhancing versaction, tke the payment ofa ade debt ferred beyond normal business tems or nanced at arate of terest thet isnot a market rate or In case of an ‘outright sher-erm loan net at market rate, the financial asset ar Hablity Is masured, italy, atthe present value of the Future cash flow discounted at a marke rate of interest far a similar debt ingtument and subsequently at amortised cost, Investments in non-convetibie preference shares and in ren-puttabl ordinary and preference shares are measures = atfair value with changes recognised in the Consolidated Statement of Comprehensive Income ifthe shares are publicly traded or thee far vave can otherwise be measured reliably; ‘at cost less impairment fr al ather investments, Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence ofimpaitment is found, an impairment loss Is recognised in the Concolidated Statement of Comprahencive Income, Page 18AMICULUM Limited Notes to the Financial Statements (Continued) For the year ended 31 May 2020 1 Accounting policies (Continued) Fair value measurement of nancial instruments For financial assets measured at amotised cost, the impairment loss Is measured as the diference between an ‘asset's carrying amount and the precent value of estimated cash flows diacountad at the asset's original effective interest rate, IF nancial asset has a variable inerest rate, the discount rate for measuring any Impairment loss s the current effective nerest rate determined under the contact. For financial assets measured at cost les impsirment, the impairment loss is measured as the difference between an asse’s carrying amount and best estimate of the recoverable amount, which san approximation of the amount thatthe Group would receive forthe asset it were to be sold al the reporting date Financial assets and labilies are offet and the net amount reported inthe Statement of Financial Position ‘when there is an enforceable ight o set off the recognised amounts and there isan intenbon to settle on a net basis orto realise the assot and sett the laity simultareausl. 19° Equity instruments Equity instruments issued by the group are recardad atthe proceeds received, not of rect issue costs Dividends payable on equiy instruments are recognised es libilies once they ae no longer atthe discretion of te group, 10 Taxation ‘The tax expense represents the sum of he tax curently payable and deferred tax Current tax ‘The tax curenty payable ie based on taxable profit forthe year. Taxable prof lifts trom net profit as reported In the proft and loss account because It excludes items of income or expense that are taxable or deductible in ‘thar years and it further exchudes ems that ae never taxable or deductible, The group's ality for current tax is ealoulated using tox rates that have been enacted or eubatantively enacted by the reporting end date Deferred tax Deferred tax liabilities are generally recognised for alltiming diferences and deferred tax assets are recognised to the extent that tis probable thal thay willbe recovered against the reversal of daterred tax kabilies or other future taxable profs. Such assets ard labiltis are not recognised ithe timing ctfarance arises trom goodwill ‘or from the inksl recognition of other assets and liabilities in transection that affects nether the tax proft nor the accounting prot ‘The carrying amount of defered tax assess reviswed at each reporting end date and reduced fo the extent that its no longer probable that sufficient taxatie profits wil be availabe to alow all or part of the asset 0 be recovered. Deferred tax is calculated at the taxrates that are expected to apply in the period when the lability is settled oF the asset is realised, Defered tax charged or edited inthe profit and foss account, except when it relates to itis charged or credited deectly to equi, in which case the deferted tax i also dealt wih in equty. Defend tax assets and labiliies are offset if, end onli, there is & legally enforceable right io offset curent tax ‘assets and liabilies and the deferred tax assets and Katies relate fo taxes levied by the same tax authority, Page 18AMICULUM Limited Notes to the Financial Statements (Continued) For the year ended 31 May 2020 1 Accounting policies (Continued) 141 Provisions Provsions are recognised when he group has a legal or constructive present obligation 3s a result of a past ‘event, itis probable that the group ul be required to settle that obgtion and a reliable eatmate can be made ofthe amount ofthe obligation ‘The amount recognised as @ provisicn isthe best estimate ofthe consideration required to settle the present ‘obligation atthe reporting end dat, taking into agcount ths risks ang uncertainties surrounding the obigation. where the affect of te time value of money is material, the amount expected tobe required to settle the obligation is recognised at present value. When a provision is measured at present value the unwinding ofthe ‘lscount is recognised as a finance ens n proft or loss inthe period in which & aise, 142 Employee benefits ‘The costs of short-term employee benelils are recognised asa liablly and an expense, unless those costs are required to bo recognised as part ofthe cost of stock o iced assets ‘The cost of any unused holiday entitloment is recognised in the peried in which the amployoe's sorvices are revolved ‘Termination benefits are recogrised mmediately as an expense when the company is demonstrably committed to terminate the employment of an employee orto provide termination benefits 4.43 Retirement benefits Payments lo defined contoution cetiement benefit schemes are charged as an expense as they fal due 1.14 Leases Rontale payable under operating loates, including any leaso incentives raceived, ao charged to income on a stvaight line basis over the term ofthe relevant lease except where another move systematic basis is more representative cf the time pattem in which economic bereits from the lease asset are consumed, “The Group has iaken advantage of the optional exemotion avallable on transition to FRS 102 which allows lease incentives on leases entered into before the data of transition o the standard an O1 June 2014 ta continue tobe charged over the period to the frst marke! rent review rather than the term ofthe lease. Page 20AMICULUM Limited Notes to the Financial Statements (Continued) For the year ended 31 May 2020 1 Accounting policies (Continued) 4.45 Foreign exchange Functional and presentation currency ‘The Company's functional and presentational currency is GBP, rounded fo the nearest pound. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at tha datos ofthe transactions, ‘At each period end foreign curency monetary lems are translated using the closing cate. Non-monetary items ‘measured at historical cost are translated using tha exchange rate atthe data of the transaction and ren:manetary ems measured a fait value are measured using the exchange rate when fai value was etarmined, Foreign exchange gains and lasses ruling from the settement of transactions and from the translation at period-end exchange rales of monetary assels and lailiies denominated in foreign curencies are recognised in the Consoleted Statement of Comprehensive Income except when deferred in other comprehensive income 2 qualifying cash flow hedges. Foreign exchange gains and lasses are presen‘ed in the Consolidated Statement of Comprehensive Income within ‘Other operation (exponsosyincome’ (On consolidation, the resus of overseas operations are translated ino Sterting at rates approximating to those ring when the transactions took place. All assets and lables of overseas orerations are translated at the rate ruling atthe reporting date. Exchange differences arising on vansiating the opening net assets at opening Fate and the reuits of overseas operations at actual rate are recognsed in other comprenensive income, 1.46 Finance costs Finance costs are charged fo the Consolidated Statement of Comprehensive Income over the term ofthe debt Using the effective interest mathod ee that the emount charged ie at a constant ate on the cattying ammount. Issue costs are intially recognised as a reduction in the proceeds ofthe associated capital insument AAT Dividends Equily dividends are recognised when they become legally payable. Interim equity dividends ere recognised ‘when paid. Final equty dhidends are recognises when approved by tho shareholders at an annual goneral ‘mooiing, Ovidends on shores recognised as labiltos are recognised as oxporses and classified within interest payable. 4.48 Holiday pay acerval A iil is recognised to the extent of any unused holiday pay entilement which is accrued a the Statement of Finarcal Position date and catred forward to future periods measured atthe undiscounted salary cost of the future holiday entitlement, Page 21AMICULUM Limited Notes to the Financial Statements (Continued) For the year ended 31 May 2020 2 Judgements and key sources of estimation uncertainty Inthe application ofthe group's accountng polices, the deectors are required fo make judgements, estates fend assumptions about the carrying amount of assets and latiles that are not readiy apparent from other sources. The estimates and associated assumptions are hased on Fistorcal experience and other factors that ‘are considered tobe relevant. Actual results may dil fram these estimates. ‘The eatimates and underlying assumptions are viewed an an ongeing basis. Revisions to accounting estimates are recognised inthe period in which te estimate s revised where the revision affects only that Period, orn the period ofthe rovision and future periods where the revision affects both current and future periods Critical judgemonts ‘The folowing jusgemens(apar from those involving estimates) have had the most signifcant effect on amounts recognised in tho nancial statoments Revenue Recognition ‘The main area of judgement is in revenve recognition where projects are not completed in single nancial year. Estimates of revenue are based on the percentage completion of project with reference to any rilestonas on the project. Aay materal change to these estimtos would affect revenue recognised in the Consolidated Statement of Comprehensive Income and the level of deferred or accrued revenue onthe balance sheet Recoverability of ntorcompany Loans ‘The group makes an estate ofthe receverabilly of intercompany loans. When assessing recoverability of Intercompany leans, management considers factors including thei judgement of future expected revenue ane profs of trading eubeidiaries and thei individual strategies for repayment. Management continue to monitor Fecoweres closely and wil consider reoviding for debts should there be futher uncecaintes over recoveries. Any ‘material change to these estimates would afc: the Comtpany Statoment of Comprehensive Income and the ‘Amounts du from group undertakings on the Company Balance Shest 3 Turnover and other revenue 2020 2019 € £ ‘Tumover analysed by geographical market United Kingdom 557.405 6912,085 Rest of Europe 8,575,282 7,282,832 Rest ofthe world 9.172490 8,889,920 24,308,197 22,486,417 Page 22