MDE_SERVICES_GROUP_LIMITE - Accounts

The directors present the strategic report for the year ended 31 March 2020.

The principal activities of the Group during the year continued to be within the clinical trial support services spectrum of the life sciences and pharmaceutical sector, predominantly patient services, software development, clinical events services and specialised healthcare travel.

Investment has accelerated in the unique technology platforms, service development and geographic diversification which continued to drive growth in revenues and profitability as well as adding further to the pipeline of annuity revenue.

Group Turnover has increased by 39% to £25.7m (2019 - £18.5m) due to strong growth in the global Patient Services business and stable performance in the Clinical Events business. Gross Profit has increased by 144% to £9.3m (2019 - £3.8m) along with the Turnover increase, Gross Profit Percentage grew by 16% to 36% (2019 – 20%).

Administration expenses increased by 84% to £5.9m, (2019- £3.2m), as a result of the expansion of the business and the significant investment in the technology platform which increased by 208% to £0.7m (2019-

£0.2).

Our technology division has expanded exponentially as we have accelerated software development around our platform for the Patient Services and Clinical Events groups. We expect to see this division make considerable contributions to the ongoing revenue growth in the next 12 months.

The business performance exceeded expectations and was achieved from an acceleration in growth in Patient Services. The operating profit increased by 580% to £3.4m (2019 - £0.5m).

The global market in Patient Services is estimated to be in excess of US$40bn offering longer term, multi-year contracts, giving greater revenue visibility and the ongoing growth of annuity revenues. We are well placed to further accelerate our growth in this market as evidenced by our Patient Services business which grew strongly in 2020 with revenues up by 147% to £9.4m (2019 £3.8m).

We also see the investment we are making in our technology platform as a key differentiator and will be the other pillar driving growth.

We have continued to make investments in specialist personnel, products, technologies and services to further strengthen our market position and extend our global reach. We expect that Revenues in the Patient Services business will continue to be significantly larger in the next 12 months than any other of our four key services areas.

We believe that our strong market position will ensure that we continue to thrive in the next financial year despite the current turmoil and economic uncertainty caused by the worldwide pandemic.

Indeed, with the launch of our Home Health and IMP additions to our Patient Services portfolio, we are well placed to win more business even with the current restrictions.

We have continued to add to our enviable list of customers as we enter into preferred supplier arrangements with both top tier pharmaceutical and clinical research organisations, especially as we grow out our Patient Services offerings.

As a result of our improved trading results, we have become strongly cash positive in the financial year and expect to remain strongly cash generative over the next financial year, this provides a stable platform for our ongoing and future growth plans.

The key performance indicators to monitor business performance are as follows:

Treasury operations and liquidity risk

The Group actively manages its cash, and monitors cash flows as part of its daily activities. Cash flow projections are prepared on a regular basis.

Exchange rate risk

The Group mitigates exchange rate risk by holding cash reserves in the main currencies that it operates.

Credit risk

The Group has limited credit risk as most of revenue is billed and received in advance of the event date. Debtors are, however, reviewed regularly and chasing of overdue accounts is performed regularly too.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2020.

The principal activities of the Group during the year were within the support service spectrum of the life sciences and pharmaceutical sector, predominantly patient services, medical events services, healthcare travel and software development. Continued investment, on-going service development and diversification will continue to grow the business for future and continue to extend the pipeline of annuity revenue.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. For this reason the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

No interim dividends were paid. The directors do not recommend payment of a final dividend.

In accordance with the company's articles, a resolution proposing that Kirk Rice LLP be reappointed as auditor of the group will be put at a General Meeting.

The directors are responsible for preparing the Annual 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. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group 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;

•     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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of MDE Services Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2020 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

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 March 2020 and of the group's profit for the year then ended;

•     have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•     have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

The impact of uncertainties due to the UK exiting the European Union on our audit

Uncertainties related to the effects of Brexit are relevant to understanding our audit of the financial statements. All audits assess and challenge the reasonableness of estimates made by the directors and the appropriateness of the going concern basis of preparation of the financial statements. All of these depend on assessments of the future economic environment and the company's future prospects and performance.

Brexit is one of the most significant economic events for the UK, and at the date of this report its effects are subject to unprecedented levels of uncertainty of outcomes, with the full range of possible effects unknown. We applied a standardised firm-wide approach in response to that uncertainty when assessing the company's future prospects and performance. However, no audit should be expected to predict the unknowable factors or all possible implications for a company and this is particularly the case in relation to Brexit.

The impact of uncertainties due to the coronavirus crisis on our audit

Uncertainties related to the effects of the coronavirus crisis and the impact this is having on the UK and worldwide economy are relevant to understanding our audit of the financial statements. All audits assess and challenge the reasonableness of estimates made by the directors and the appropriateness of the going concern basis of preparation of the financial statements. All of these depend on assessments of the future economic environment and the company's future prospects and performance.

The coronavirus pandemic is a highly unusual event in UK history and it has had a significant impact on both our own and the worldwide economy and at the date of this report its effects are subject to unprecedented levels of uncertainty of outcomes, with the full range of possible effects unknown. We applied a standardised firm-wide approach in response to that uncertainty when assessing the company’s future prospects and performance. However, no audit should be expected to predict the unknowable factors or all possible future implications for a company and this is particularly the case in relation to the coronavirus outbreak.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

• the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

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.

• the directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a Group Strategic report or in preparing the Report of the Directors.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's 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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £1,993,236 (2019 - £114,300 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

MDE Services Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Building 329, Doncastle Road, Bracknell, Berkshire, RG12 8PE.

The group consists of MDE Services Group Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.

The consolidated financial statements incorporate those of MDE Services Group Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). The group reorganisation was accounted for using the merger method. At this date, the group took ownership of the assets and liabilities at their carrying value..

All financial statements are made up to 31 March 2020. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

The Groups performance has continued to improve during the year.

During the year the Group repaid a short-term loan, which it had received in December 2017 and was debt free as at the balance sheet date.

The strong market position of the Group will ensure that it continues to thrive in the next financial year despite the current turmoil and economic uncertainty caused by the worldwide pandemic. Projections for the financial year to March 2021 are showing further growth in revenue and improvement in operating profit.

The Group’s range of services means it is ideally placed to provide flexible solutions to the pharmaceutical services market, during this period of rapidly changing requirements. The expansion in Home Health services has proved particularly timely as these services have become more necessary in order to continue Clinical Trials during the pandemic.

The Group has added to the number of preferred supplier arrangements with both top tier pharmaceutical and clinical research organisations through growth in its Patient Services offering.

The services offered by the Group are predominantly international services and therefore there are no expected adverse consequences as a result of UK’s impending exit from the EU.

As a result of our improved trading results, the Group has become strongly cash positive in the financial year and based on our projections expect to remain strongly cash generative over the next 12 months.

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue included within the accounts is made up of a combination of fees earned to organise and run events and fees earned for patient support services for the conduct of clinical trials. For both of these revenue streams, there are also costs incurred on behalf of customers that are recharged back to them. Revenue also includes fees generated from the provision of travel arrangements to customer.

Event Services

Fees revenue is recognised from the agreement date of a customer contract. Amounts are then recognised as revenue in relation to the performance of existing contractual obligations and in line with agreed stages, relative to the completion of the customer contract and the date an event is scheduled to be held. Fees revenue is deferred or accrued to be recognised in line with work carried out on behalf of the customer to ensure it is recognised in the correct period to which it relates. The completion point is usually determined as the date the contracted event is held.

Costs recharged to customers are recognised within revenue according to stages agreed within the customer contract. Amounts received in advance are deferred until the point at which contractual obligations have been met or become unavoidable. At the end of the even following completion there is a reconciliation of costs prepared and agreed with the customer to ensure that all items have been recognised correctly.

Patient Services

Fees revenue is recognised from the agreement date of a customer contract. Amounts are then recognised as revenue on a straight-line basis over the course of the contract, in line with the services provided. Fees revenue is deferred or accrued to be recognised in line with work carried out on behalf of the customer to ensure it is recognised in the correct period to which it relates.

Costs recharged to customers are recognised within revenue from when the cost is incurred, in order to recognise revenue in line with the service being provided. This revenue is accrued or deferred to ensure it is recognised in the correct period to which it relates.

Where set-up fees relate to a separable engagement, they are recognised in line with the services performed in advance of the main contract. Where set-up fees form part of the main engagement, they are recognised over the lifetime of the contract.

Development costs are written off against profits in the year in which they are incurred.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. Assets held under finance leases are depreciated in the same manner as owned assets.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties.

These, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Tax losses within the group are shared amongst group companies at the discretion of the directors as part of their strategic tax planning.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Management applies judgement when assessing the percentage of completion of customer contracts, taking into account the most reliable evidence available at each reporting date. The future realisation of these amounts may be affected by future outcome of these contracts. Provisions are made for any losses which are foreseen.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The group continues to allocate its employees and staff costs across group companies in accordance with demand. Due to centralisation of staff contracts, the directors feel that the above disclosures would be misleading if made in terms of contracted staff, and so have shown figures in terms of utilised staff groupwide, unless costs are recharged by way of periodic management charges. The current year (Company) reflects utilised staff being recharged through a direct management fee.

Investment income includes the following:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 March 2020 are as follows:

Registered office addresses and in the case of the US principal trading addresses:

Amounts owed by group undertakings are interest free and repayable on demand.

Amounts owed to group undertakings are interest free and repayable on demand.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The UK corporation tax rate is 19% (effective 1 April 2017) was substantively enacted on 26 October 2015. The deferred tax liability at 31 March 2020 has been calculated based on these rates.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

In March 2018 the company granted EMI share options for the right to acquire 56,250 shares, equal to 15.79% of the company’s diluted share capital. These options are subject to continuing employment and are exercisable at £2.31 per share upon a change in control of the company by way of entering into an asset sale, share sale, listing or capital raising transaction (“Event”).

In November 2019, 18,750 options from the original grant lapsed, at the same time 18,750 new EMI share options exercisable at £0.40 per share were granted. The new options were exercisable under the same conditions as the original grant.

The share options issued under both grants vest over a four year period, with 25% vesting on the first anniversary of the date of the grant, with a further 25% vesting on the 2nd, 3rd and 4th anniversaries respectively.

Subject to the timing of the Event, the percentages are as follows:

Event timing Percentage of shares

March 2020 to March 2021 9.21%

March 2021 to March 2022 13.16%

March 2022 to March 2023 14.47%

March 2023 to March 2024 15.79%

The directors consider the fair value of these share options to be £Nil.

The profit and loss account includes all current and prior period retained profits and losses.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

The balance owed to M Dervan is £Nil (2019: £340,000). The previous balance and related interest was settled in October 2019.

During the year, a total of key management personnel compensation of £1,255,019 (2019: £693,790) was paid.

Key management personnel include the directors of Group companies and certain members of the senior management team.

The ultimate controlling party is Ms M Dervan.