The directors present the strategic report for the year ended 31 December 2024.

Principal activities, review of the business and future developments

Prime is a world-leading life science communications and commercialisation partner. It seamlessly supports clients and stakeholders flexibly at every stage in the product lifecycle and across multiple healthcare settings.

Prime partners with the world's leading names in healthcare, as well as the most exciting biotech companies. We provide a mix of expertise which encompasses high science, communications combined with award winning and cutting-edge technology, evidence and data, infused with visionary creativity.

Together we accelerate life-changing solutions to global healthcare challenges.

Prime is a growing and successful, independent life science communications and commercialisation partner, with offices in the UK (London, Knutsford, and Cambridge), the US (New York and California) as well as satellite locations in Greece, Spain and New Zealand.

Prime is comprised of a group of wholly owned agencies and consultancies which are expanding through its new and organic business strategy because of its reputation as a scientific powerhouse, a provider of creative and technology solutions, generation of evidence and data, its high standards and a focus on people and excellence. The agencies target different audience sectors and needs, geographies and clients with complementary areas of expertise. Senior ex-pharma, agency and scientific academic staff experience and overall high level of expertise within the group has supported the robust growth, client diversification and vision for 2026-2030, however, going forward this may be augmented with strategic acquisitions where appropriate.

Despite a decline in both group revenue and operating profit, the directors are satisfied with the financial performance during the period. Management have recognized, in 2024, a goodwill impairment in relation to HCD Economics Limited and Aventine Consulting LLC Limited. Further details can be found in note 9.

The board expects financial performance to continue improving based on further strategy refinement, realignment, client diversification and organic growth within the existing client base.

Market Demand

The client base is predominantly 'blue chip' global pharmaceutical companies, which have robust business continuity plans in place. Whilst the macro-economic outlook has placed increased pressure on client budgets and led to a lengthening of the procurement process, the Group has continued to receive purchase orders, invoice payments and contract documentation and expects to continue to grow the business throughout 2025 and 2026.

Operations

The market for Pharma services and outsourcing remains buoyant and future business pipelines remain strong.

Cash

The Group maintained strong cash reserves throughout 2024 and will benefit from additional support provided by HSBC as it continues next stage of its growth strategy with LLCP.

Sensitivity Analysis

Management have performed sensitivity analysis in respect of fee revenue and cash flow forecast. This analysis indicates the Group will have sufficient cash reserves in order to pay obligations within 12 months from the signing of the financial statements.

Conclusion

Management conclude that the Group continues to be well placed to service its clients.

The Group had significant cash on hand as at year end and has an arranged revolving credit facility with HSBC bank which it can call on if required to support the cashflow requirements of the Group.

The Group considers that it has adequate short term cashflows and financing facilities in place to continue to trade and meet its obligations to pay debts as they fall due.

Other risks of the business are as follows:

• The international client base exposes the group to exchange rate movements predominantly in USD and EUR. Hedging techniques are used where appropriate to manage this risk.

• The potential risk of losing client business or managing changes to the prescribing recommendations is mitigated by various client and service diversification strategies and by delivering a high value-added quality service thereby creating strong growth and opportunities. The organisational structure is designed to ensure that the impact of any negative factors or situations are mitigated and managed by a strong group ethos.

Key performance indicators

Financial performance of the business is reviewed monthly through management reporting of various KPI's for net revenue, gross margin, expenditure and overall EBITDA.

Group turnover has decreased by 7% to £41.8m, a gross margin of 42.0% (2023: 40.2%) and reported an EBITDA of £5.6m (2023: £8.5m).

Cash flow forecasting and overhead expenditure are monitored and managed weekly. The directors review the KPI's on a regular basis, ensuring optimal overall business performance.

Investing in the right people and developing a team of experts in communications within the healthcare sector is critical to our brand vision. Prime have invested in training programmes to ensure upscaling and opportunities exist for all staff through individualised personal development plans.

Investing in the right people and developing a team of experts in communications within the healthcare sector is critical to our brand vision. Prime Global have invested in training programmes to ensure upscaling and opportunities exist for all staff through individualised personal development plans.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

Prime is a world-leading life science communications and commercialisation partner​. It seamlessly supports clients and stakeholders flexibly at every stage in the product lifecycle and across multiple healthcare settings​

Prime partners with the world’s leading names in healthcare, as well as the most exciting biotech companies. We provide a mix of expertise which encompasses high science, communications combined with award winning and cutting-edge technology, evidence and data, infused with visionary creativity. Together we accelerate life-changing solutions to global healthcare challenges.

Prime is a growing and successful, independent life science communications and commercialisation partner, with offices in the UK (London, Knutsford, Brighton, Oxford and Cambridge), the US (New York and California) as well as satellite locations in Greece, Spain and New Zealand.

Prime is comprised of a group of wholly owned agencies and consultancies which are expanding through its new and organic business strategy because of its reputation as a scientific powerhouse, a provider of creative and technology solutions, generation of evidence and data, its high standards and a focus on people and excellence. The agencies target different audience sectors and needs, geographies and clients with complementary areas of expertise. Senior ex-pharma, agency and scientific academic staff experience and overall high level of expertise within the group has supported the robust growth, client diversification and vision for 2026-2030, however, going forward this may be augmented with strategic acquisitions where appropriate.

The principal activity is that of a holding company.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training and support systems are arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through group newsletters and staff meetings, matters likely to affect employees' interests. Information about matters of concern to employees is given through group meetings which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The group has taken the exemption from reporting under these regulations as no individual subsidiary, nor the parent company only accounts, breach the reporting threshold requirements.

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 group and 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 Prime Global Medical Communications Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group 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 and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 December 2024 and of the group's loss 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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, 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.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

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 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 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 loss for the year was £4,762,609 (2023 - £35,893,918 loss).

Prime Global Medical Communications Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Mere House, Brook Street, Knutsford, Cheshire, WA16 8GP.

The group consists of Prime Global Medical Communications Ltd 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 principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company Prime Global Medical Communications Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

In forming this assessment, notwithstanding the group's net current liabilities position, the directors have a reasonable expectation of continued support through the injection of funds if required, and are confident the underlying business has the ability to generate sufficient positive cash flows which will support the payment of liabilities and meet all other financial obligations as they fall due. In addition, the group has recently agreed new covenants in relation to its bank loans. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Notwithstanding the group's reported loss before tax of £6.32m, the directors note that the result is after non-cash amortisation and impairments of £5.95m. The group is trading profitably in terms of Earnings Before Interest, Tax, Depreciation and Amortisation and is forecast to continue to be cash generative for a period of at least 12 months from the date of signing these accounts.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and trade discounts.

Profit on long-term contracts is recognised as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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.

In the parent company financial statements, investments in subsidiaries 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.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price. Financial assets classified as receivable within one year are not amortised.

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.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

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.

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 enacted or substantively enacted at the balance sheet date. 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 costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating opening net assets at the opening rate and the results of overseas operations at the actual rate are recognised in other comprehensive income.

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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Determine whether there are any indicators of impairment of the group's intangible and tangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset, and where it is a component of a larger cash-generating unit, the viability and expected future financial performance of that unit.

When an indication of impairment is identified, the recoverable value of the asset is estimated. In the case of investments, this assessment is perfomed at the cash generating unit ("CGU") level. The recoverable value is calculated as the higher of fair value and value in use. Deverming value in use requires a forecast of future cash flows discounted back to the present day using an appropriate discount rate. The most judgemental areas are the calcuation of the discount rate and future growth rates. See note 9 for details of the outcome of the 2024 impairment review and sensitivity analysis.

Determine whether intercompany debtors are recoverable. In making assessment of the recoverability of intercompany debtors, the directors review forecasts and strategies for the businesses. The directors are confident that intercompany debtors are recoverable in full.

Profit on long-term contracts is recognised as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of work carried out at the balance sheet date, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Turnover derived from variations on contracts is only recognised when they have been accepted by the customer.

The whole of the turnover is attributable to the principal activity of the Group.

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

Their aggregate remuneration comprised:

From 21 April 2021 the directors were remunerated by an intermediate parent company of Prime Global Medical Communication Limited.

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

The group has recorded an impairment loss of £1,583,540 (2023: £11,971,286) in order to reduce the carrying value of the goodwill associated to HCD Economics Limited, an impairment loss of £Nil (2023: £12,244,256) in order to reduce the carrying value of the goodwill associated to Earthware Limited and an impairment loss of £2,217,246 (2023: £Nil) in order to reduce the carrying value of the goodwill associated to Aventine Consulting LLC. This reflects management's assessment that the present value of future cash flows to be generated by this subsidiary is expected to be insufficient to support the investment value. The impairment assessment was performed using the methodology outlined in Note 3. Value in use calcuations were performed for those investments where a potential impairment indicator was identified.

The most judgemental area of the calculation is the discount rate used. For example, a 1% increase in discount rate would lead to a £462,605 increase in the current year impairment charge.

During the year, the company made a capital contribution to Prime Medica Incorporated, an existing US subidiary, increasing their investment by £2,558,531.

The company has recorded an impairment loss of £2,067,853 (2023: £20,773,360) in order to reduce the carrying value of the investment in HCD Economics Limited and an impairment loss of £Nil (2023: £16,527,976) in order to reduce the carrying value of the investment in Earthware Limited. This reflects management's assessment that the present value of future cash flows to be generated by this subsidiary is expected to be insufficient to support the investment value. The impairment assessment was performed using the methodology outlined in Note 3. Value in use calcuations were performed for those investments where a potential impairment indicator was identified.

The most judgemental area of the calculation is the discount rate used. For example, a 1% increase in discount rate would lead to a £462,605 increase in the current year impairment charge.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses:

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

Company only loan due from group undertakings is a 12% USD denominated unsecured loan.

Where a formal intercompany loan arrangement is not in place, amounts due to group undertakings are interest free and repayable on demand. These balances are included in amounts due from fellow group undertakings.

Loans due to group undertakings are all unsecured and are analysed as follows:

• £26,550,000 of variable rate loans with interest based on SONIA plus a margin.

• £9,943,491 12% loan.

• £8,944,774 12% loan notes.

• £2,564,162 USD denominated 12% loan.

• £13,703,000 of accrued interest which under the terms of the various loan instruments is not capitalised and on which further interest is accordingly not charged.

On 27 November 2024, the company issued 2,300,000 $1 preference shares. The terms of shares provide that they are redeemable at the option of the shareholder and that each share is entitled to a preference dividend payment an an annual rate of 12% of the issue price of the preferred shares.

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

On 30 September 2024, the company issued 558,747 ordinary shares for consideration of £1 per share.

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.

Contributions amounting to £120,265 (2023: £119,692) were payable to the fund at the balance sheet date, included in creditors.

The Group’s capital and reserves are as follows:

Share capital

Called up share capital reserve represents the nominal value of the shares issued.

Share premium account

The share premium account includes the premium of issue of equity shares, net of any issue costs.

Profit and loss account

The profit and loss account represents cumulative profits or losses net of Ordinary dividends declared and other adjustments.

The group's present and future assets are subject to a fixed and floating charge in favour of GLAS Trust Corporation Limited in respect of certain borrowings of a fellow group company outside of this consolidation, Moonbeam Bidco Ltd. At 31 December 2024, the net borrowings encompassed by the charges amounted to £52,782,042 (2023: £55,855,835).

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:

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Key Management Personnel

Key management personnel include all directors of the group who together have authority and responsibility for planning, directing and controlling the activities of the group. The total compensation paid to key management personnel for services provided to the group was £1,194,020 (2023: £943,642).

Loans and transactions concerning directors and officers of the company

Included within other creditors is a directors loan account of £79 (2023: £nil). The loan account is interest free and the maximum outstanding during the year was £79 (2023: £6,089).

During the year, the group paid rental charges of £237,000 (2023: £237,000) for the use of a property which is held in an EPUT pension scheme. G E Peterson is the trustee of the pension scheme. At the current and preceding balance sheet dates no balance was owed to or from the EPUT pension scheme.

The company's immediate parent undertaking is Moonbeam Bidco Ltd, a company incorporated in England and Wales and registered at Mere House, Brook Street, Knutsford, Cheshire, WA16 8GP.

The largest group in which this company's results are consolidated is that headed by Moonbeam Topco Ltd. The consolidated accounts are available from Companies house, Crown Way, Cardiff, CF14 3UZ.

The company's ultimate parent undertaking and controlling party is considered to be Levine Leichtman Capital Partners Europe II SCSP Sarl, a company registered in Luxembourg.