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1、Consolidated Directors Report&Financial StatementsYear Ended 30 June 2024Chairmans Statement2Chief Executive Officers Report4Strategic Report8Directors Report11Corporate Governance Statement15Independent Auditors Report18Consolidated Statement of Comprehensive Income23Consolidated Statement of Finan
2、cial Position24Consolidated Statement of Changes in Equity25Company Statement of Changes in Equity26Consolidated Statement of Cash Flows27Notes to the Consolidated Financial Statements28Company Information59Director Profiles60Notice of Annual General Meeting62ContentsChairmans StatementI am pleased
3、to present my Chairmans Statement for the financial year ended 30 June 2024.Despite a challenging economic climate,Aeorema has demonstrated resilience and agility,supported by the strong foundation we have built in recent years.This year,we report revenue of 20.3m and a profit before tax(PBT)of 437,
4、000,compared with 20.2m and 1.0m respectively for last year.This reduction in PBT reflects industry-wide margin pressures driven by a combination of high inflation on third-party costs,wage inflation,and talent shortages,with client budgets unable to absorb these increased costs in the short term.Ho
5、wever,it should be noted that our final results show a slight improvement on the figures we forecast in our recent trading update,which reflects an improving trend observed towards the end of the financial year.In response to the challenges faced during the year,we have undertaken necessary adjustme
6、nts to align our operating model with current market realities.This includes developing a programme to reduce and rebalance costs between the first and second halves of our financial year,and improve operational efficiency.We began implementing this programme after the year end and I am pleased to r
7、eport that it is already delivering benefits and putting us in a stronger financial position with a more focused,efficient operating model.The full benefit of this programme is expected to be realised by the end of the financial year ending 30 June 2025.During the year,our clients have faced difficu
8、lt market conditions which have shifted their approach to project planning.Some have postponed projects,while others have experienced prolonged decision-making processes.Nonetheless,Aeoremas resilience and the investments made in recent years have allowed us to enhance efficiencies,respond to market
9、 shifts,offer more strategic and creative solutions,and deepen relationships with our loyal and growing client base.Throughout,we have maintained the high standards of service that our clients expect and trust which is a testament to the hard work and adaptability of our talented employees,and the s
10、trong and experienced leadership of our senior team.I would like to thank everyone for their support and contributions during the year.Cannes Lions continues to be a cornerstone of our success.Early signs indicate that the 2025 event will once again see us delivering best-in-class creative activatio
11、ns in the South of France for multiple returning clients,further strengthening our leadership at this premier industry gathering.Building on our success at Cannes Lions,we are focused on expanding our strategic and creative offerings to other key events,which allow us to showcase our expertise on a
12、global stage and deepen our impact within the industry.Accordingly,we are excited to announce that,for the first time,we will have a presence at the World Economic Forum in Davos in January 2025.Securing a foothold at this prestigious global event is a significant milestone for Aeorema,and we antici
13、pate it will provide further opportunities.The U.S.market is a continued priority for Aeorema and our U.S.team at Cheerful Twentyfirst Inc.works closely with our UK team.This has resulted in the Group securing an impressive roster of U.S.based clients which,we feel,fully justifies the cost of us ent
14、ering the U.S market.In addition to our New York office,we have recently established a presence in Austin,Texas,a vibrant technology hub that aligns with our capabilities.Austin also hosts South by Southwest(SXSW),an annual conglomeration of parallel film,interactive media,music and conferences,and
15、presents another growing global event where we see considerable opportunities.As we approach the second half of the new financial year,we await the finalisation of several contracts and the scheduling of new opportunities.We will update the market as developments unfold.Aeorema has maintained a stro
16、ng cash position,with cash balances of 1.7m as of the date of this announcement.Consequently,I am delighted to propose a final dividend of 3 pence per share,reflecting the progress weve made in difficult markets and our confidence in the future.We also remain open to sensibly priced acquisition oppo
17、rtunities that align with our business and deliver value to our shareholders.Subject to shareholder approval at the upcoming Annual General Meeting(“AGM”),the dividend will be paid on 20 January 2025,with a record date of 27 December 2024 and an ex-dividend date of 24 December 2024.As previously ann
18、ounced,Hannah Luffman,a Non-Executive Director of the Company,will also be stepping down from the Board ahead of the Companys 2024 AGM.Having originally joined the Company in May 2020,Hannah was appointed to the Board in December 2021,and it has been a pleasure working with her.On behalf of myself a
19、nd the Board,I would like to thank Hannah for her hard work and contribution to Aeoremas growth over the last few years.We wish her all the best in her future endeavours.2In closing,while economic pressures persist for many of our clients,we anticipate greater stability in the near term,especially a
20、fter key national elections in our biggest operating markets.We are therefore cautiously optimistic for FY2025 and believe that the most uncertain times may be behind us.Finally,I would like to thank our investors for their ongoing trust and support.We look forward to the year ahead with increased c
21、onfidence as we continue to build on the strong platform we have established in recent years.M HaleChairman8 November 2024Aeorema Communications plc3Chief Executive Officers ReportAs our Chairman noted,this has been a period of significant change,not only for our company but also for our clients.Man
22、y have faced economic challenges and uncertainties,resulting in adjustments to project planning and scheduling across the board including some postponements and prolonged decision-making processes.Despite this,we remain cautiously optimistic as we head into 2025,confident that our adaptability and i
23、nnovation will allow us to thrive in this evolving environment.Building on our successes in the UK and Europe,our North American division has made solid progress.Working in conjunction with our UK team,our presence in the U.S.has allowed us to add several new blue-chip clients to our portfolio and e
24、nable us to meet their requirements in both North America and Europe.I want to acknowledge the tenacity and creativity of our team during this period and express my sincere thanks for their outstanding contributions,which have been instrumental in driving this success.Our unique offerings at the maj
25、or industry event Cannes Lions continue to be a source of immense pride,and we see strong potential for growth in this space,not just for Cannes Lions but also for other major tentpole events in 2025 and beyond.These events allow us to showcase our creative capabilities on a global stage,and we expe
26、ct to build on our successes with new and exciting opportunities on the horizon.One such opportunity is at the World Economic Forum in Davos which,although smaller in scale than Cannes Lions,represents a significant milestone for us.In the B2E(Business-to-Employee)conference space,we continue to del
27、iver exceptional work for our clients.Although this market has seen some fluctuations,we anticipate a return to normal levels of activity by 2025/2026.Our ability to navigate these market shifts and consistently deliver high-quality experiences positions us well for the future.This year,we have also
28、 seen recognition for our achievements by winning several prestigious industry awards.Cheerful Twentyfirst was honoured to win the Experiential Agency Team of the Year award in the Experience category at the renowned Drum Awards Festival.In partnership with Stagwell Inc.(NASDAQ:STGW)and TEAM,Cheerfu
29、l Twentyfirst was also awarded Best Outdoor Activation at the 22nd Ex Awards in Las Vegas for our exceptional work on the Sport Beach activation at Cannes Lions 2023.These accolades underscore our commitment to excellence and innovation,and I am incredibly proud of all the work our team has accompli
30、shed.Within our Group,our cross-agency offering continues to enrich projects and client relationships.Eventful,our boutique venue sourcing and events management agency,deserves recognition and thanks for a significant increase in collaboration and cross-pollination of client projects.Under its Manag
31、ing Director Claire Gardner,our elevated collaboration has allowed both agencies to seamlessly blend insights and expertise,and supported the expansion of services within the Group.We recognise the Eventful teams hard work and dedication in making this synergy possible,which lays the foundation for
32、continued success and mutual growth.We are equally proud of our ongoing sustainability initiatives,highlighted by achieving our Silver EcoVadis accreditation,which reflects our commitment to ethical and sustainable business practices.As part of our roadmap to Net Zero,we will be joining the Science
33、Based Targets initiative(“SBTi”)to support our development of a target-based carbon reduction strategy and look forward to sharing this with you.In 2025,we also plan to publish an update to our Corporate Social Responsibility(“CSR”)charter to continue to share the goals and guideposts that form our
34、mission to operate in an environmentally and socially responsible way.4As mentioned previously,our CSR strategy is not only a key focus internally but is also a critical part of decision-making when our clients are awarding contracts.In conclusion,our strong client partnerships,innovative event offe
35、rings,and commitment to sustainability place us in an excellent position for continued success in FY2025 and beyond.I would also like to thank our shareholders for their ongoing support and look forward to updating the market on our development as FY2025 progresses.Steve QuahChief Executive Officer8
36、 November 2024Aeorema Communications plc5Milestones2023Q123Growth Two new multinational clients onboarded following a successful Cannes Lions.Momentum New York Office celebrates four year anniversary.Growth Agency delivers first Climate Week conference in New York City.AwardsRecognised as C&IT Globa
37、l Agency of the Year.Growth Agency delivers first conference project in Japan,following client expansion into APAC market.LeadershipStrategy Director promoted to Head of Strategy to support consultancy offering and continued new business.Awards Winners of The Drums Experiential Agency of the Year.Aw
38、ards Steve Quah CEO awarded the EVCOM Fellowship for Live Events for an exceptional career and his contributions to the communications industry.Growth Agency secures and delivers first project at Art Basel Miami,demonstrating uptick in Group tentpole growth strategy.Q22362024LeadershipAgency hosts a
39、nnual internal conference to align teams in both markets and set the vision for 2024.Leadership Agency begins brand refresh to future-proof USP for Group,crystallising expertise in audience strategy and live experience.AwardsRecognised as CN Creative Team of the Year for the sixth year in a row.Cann
40、es Lions 2024A record number of activations delivered,including the return of the most ambitious beach activation ever seen at Lions.Since thenAgency winner of Best Creative Concept at Micebook Awards.Our busiest quarter to date in North America,the UK team delivering four significant projects in Ne
41、w York City over a period of three calendar weeks,from activations at the United Nations General Assembly,to Climate Week,to a private conference hosting over 500 delegates.Awarded new Davos contract in continued tentpole growth strategy.Q324Q424Aeorema Communications plc78Strategic ReportThe Board
42、presents its Strategic Report on the Group for the year ended 30 June 2024.Principal activitiesAeorema Communications plc does not trade but incurs professional fees associated with its listing on the London Stock Exchanges AIM Market.Aeorema Limited(trading as Cheerful Twentyfirst)and Cheerful Twen
43、tyfirst,Inc.are live events agencies with film capabilities that specialise in devising and delivering corporate communication solutions.Eventful Limited is a consultative,high-touch service,assisting clients with venue sourcing,event management and incentive travel.Collectively all of these busines
44、ses are referred to as the“Group”.Business review The results for the year show revenue was 20,288,799(2023:20,230,231),operating profit was 440,748(2023:1,092,920)and profit before taxation was 436,928(2023:1,045,960).The Group had net assets of 2,805,725 at the year-end(2023:2,814,356)and net curr
45、ent assets of 1,875,372(2023:1,761,557).The year ended 30 June 2024 was a challenging year,with the Groups revenue in line with the previous year,but profit before tax down significantly.Aeorema Limited(t/a Cheerful Twentyfirst)had a successful year,achieving its highest revenue and profit before ta
46、x in its history.It delivered a record number of activations at Cannes Lions International Festival of Creativity(“Cannes Lions”)in June 2024,including its largest ever brand activation for Stagwell and TEAM(refer to note 2),building upon the success in the previous year.It also delivered a number o
47、f events throughout the year for a range of new clients in the professional services,AdTech and marketing sectors.As a consequence of the growth in revenue,Aeorema Limiteds profits before tax increased 12%to 877,486 compared with 781,754 in the previous year.Cheerful Twentyfirst,Incs revenue was dow
48、n 57%(2023:13%increase)compared with the previous year,not because of performance challenges but largely due to a shift in where revenue was recorded.Fewer events took place in the U.S.compared to the previous year,and for insurance reasons all Cannes Lions contracts for US clients were managed thro
49、ugh Aeorema Limited(t/a Cheerful Twentyfirst)in 2024(rather than Cheerful Twentyfirst Inc.,as was the case in 2023).Due to these changes and continued investment in the US operation,including employing a US President,Cheerful Twentyfirst Inc.reported an overall loss before tax of 176,631 for the yea
50、r,compared with a 317,467 profit before tax in the previous year.Eventful Limited experienced a difficult year both in terms of revenue,which was down 12%compared with the previous year(2023:138%increase),and profits before tax of 13,139 (2023:205,559).The year ended 30 June 2023 represented the fir
51、st full year that was unaffected by the global pandemic and associated travel and social distancing restrictions.Eventful Limited therefore experienced a surge in demand in 2023.However,for the year ended 30 June 2024 demand returned to normal levels with a reduction in client spending.The Groups gr
52、oss profit margin has decreased from 21%in 2023 to 19%in 2024.As noted in the Chairmans Statement,the reduction in gross profit margin is a consequence of industry wide inflationary pressures on third party costs and wages,and pressure from clients on budgets.The Group also hired,on average,an addit
53、ional eleven employees compared with the previous year,putting further pressure on the Groups margins.Looking ahead,the Board has identified that it needs to reduce costs and has implemented an ongoing programme to significantly reduce and rebalance costs,including a reduction in headcount(both dire
54、ct and indirect).The reduction in costs has been implemented to drive growth in profits and efficiencies,with its full benefit expected to materialise by the end of the financial year ending 30 June 2025.Aeorema Communications plc9 Key performance indicatorsYear2024202320222021Revenue20,288,79920,23
55、0,23112,207,2535,094,518Operating profit/(loss)440,7481,092,920871,176(188,105)Profit/(loss)before taxation436,9281,045,960843,564(159,698)The Groups revenue was in line with the previous year.During the year the Groups largest client accounted for 19%of revenue(2023:12%),and its three largest clien
56、ts accounted for 38%of revenue(2023:38%).Please refer to note 2.Event revenue increased by 2%when compared with the previous year(2023:77%increase).The Group delivered a record number of activations at Cannes Lions in 2024,including the activation for Stagwell and TEAM.The Group also delivered a num
57、ber of large events for both existing and new clients.Film revenue decreased by 15%when compared with the previous year(2023:6%decrease).This was due to a number of large projects in the previous year not being repeated in the current year.CashflowsNet cash inflow from operating activities was 1,205
58、,470 compared with a net cash inflow of 1,456,588 for the year ended 30 June 2023.The cash position increased by 675,253 to 3,119,353(2023:increase by 729,683 to 2,444,100).Capital expenditure Total capital expenditure,including expenditure on tangible assets,was 54,711 compared with 325,027 for the
59、 year ended 30 June 2023.Employees Our priority is to attract and retain talented employees and to harness their creativity to drive growth through development and delivery of services that bring value to our customers business operations.We continue to focus on ensuring that the performance of staf
60、f is measured against clear,business focused objectives and behavioural criteria through continual appraisals.Reward The Group benchmarks employee salaries against the market and reviews salaries annually to ensure that we are paying at a level to attract and retain high-quality employees.Key employ
61、ees are offered access to a share option scheme,further details of which are provided in note 23 to the financial statements.Strategic Report continued10Strategic Report continued Equal opportunitiesWe are committed to ensuring equal opportunities for our staff.We have introduced training which cove
62、rs equal opportunities legislation and best practice.Our policy in respect of employment of disabled persons is the same as that relating to all other employees in matters of training,career development and promotion.Should employees become disabled during the course of their employment,we will make
63、 every effort to make reasonable adjustments to their working environment to enable their continued employment.Safety,health and environment The commitment and participation of all employees is vital to efficient and effective occupational risk control.In order to meet our responsibility to protect
64、the environment,staff and the business,the Group continues to focus on maintaining a risk aware culture.We believe the Group maintains a low environmental impact.We therefore continue to work on the potential environmental impacts of energy consumption,waste and travel.Directors policies for managin
65、g principal risks There is an ongoing process for identifying,evaluating and managing the significant risks faced by the business.Risk reviews are undertaken regularly by the respective business areas throughout the year to identify and assess the key risks associated with the achievement of our bus
66、iness objective.Key risks of a financial nature The principal risks and uncertainties facing the Group are linked to customer dependency.Though the Group has a very diverse customer base in certain market sectors,key customers can represent a significant amount of revenue(see note 2).Key customer re
67、lationships are closely monitored but the loss of a key client could have an adverse effect on the Groups performance.Further details of risks,uncertainties and financial instruments are contained in note 26.Key risks of a non-financial nature The Group is operating in a highly competitive global ma
68、rket that is undergoing continual change.The Groups ability to respond to many competitive factors including,but not limited to technological innovations,product quality,customer service and employment of qualified personnel will be key in the achievement of its objectives,but its ultimate success w
69、ill depend on the purchase spends of its customers and the buoyancy of the market.On behalf of the Board S Haffner Director 8 November 2024Aeorema Communications plc11The directors present their annual report and financial statements for the year ended 30 June 2024.The financial statements are for A
70、eorema Communications plc(“the Company”)and its subsidiaries(together,“the Group”).Directors The following directors have held office since 1 July 2023:M Hale S Quah R Owen S Haffner A Harvey H Luffman(resigning 30 November 2024)In accordance with regulation 122 of the Companys Articles of Associati
71、on,one third of the directors retire by rotation,or if their number is not three,or a multiple of three,the nearest to but not exceeding one third,and,being eligible,offer themselves for re-election.Dividend Declaration The Board is proposing a dividend of 3 pence per share,subject to shareholder ap
72、proval at the forthcoming AGM,to be paid on 20 January 2025 to shareholders on the register on 27 December 2024.The ex-dividend date for the final dividend will be 24 December 2024.Financial instruments Details of financial instruments are given in note 26 to the financial statementsDirectors Report
73、12 Shareholdings At 8 November 2024,the directors were aware that the following were directors with an interest in the Company and/or the beneficial owners of 3%or more of the Companys issued share capital:Directors Number of sharesPercentages heldM Hale1,945,00020.4S Quah721,5147.6R Owen150,0001.6A
74、 Harvey140,0001.5H Luffman12,4370.1S Haffner11,7650.1Other shareholders with more than 3%Number of sharesPercentages heldB Geary805,4898.5S Perring474,6665.0Barnard Nominees Ltd434,6664.6A Charlton401,1304.2M Lauber370,0003.9J Curry295,0003.8B Smith300,0003.2Directors Report continuedAeorema Communi
75、cations plc13 Going concern After making appropriate enquiries,the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future.For this reason they continue to adopt the going concern basis in preparin
76、g the Groups financial statements.See note 1 for further information.Statement of disclosure to auditor So far as the directors are aware,there is no relevant audit information of which the Companys auditors are unaware.Additionally,they have taken all the necessary steps that they ought to have tak
77、en as directors in order to make themselves aware of all the relevant audit information and to establish that the Companys auditors are aware of that information.A resolution to reappoint Hazlewoods LLP as auditor for the ensuing year will be proposed at the forthcoming annual general meeting.Direct
78、ors responsibilities The directors are responsible for preparing the Strategic Report and the Directors Report,and the financial statements in accordance with applicable law and regulations.Company law requires the directors to prepare Group and Company financial statements for each financial year.T
79、he directors are required by the AIM Rules of the London Stock Exchange to prepare Group financial statements in accordance with International Financial Reporting Standards(“IFRS”)as adopted by the United Kingdom(“UK”)and have elected under Company law to prepare the Company financial statements in
80、accordance with IFRS as adopted by the UK.The financial statements are required by law and IFRS adopted by the UK to present fairly the financial position of the Group and the Company and the financial performance of the Group and the Company.The Companies Act 2006 provides in relation to such finan
81、cial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fai
82、r view of the state of affairs of the Group and the Company and of the profit or loss of the Group and the Company for that period.In preparing the Group and Company financial statements,the directors are required to:select suitable accounting policies and then apply them consistently;make judgement
83、s and accounting estimates that are reasonable and prudent;state whether they have been prepared in accordance with IFRSs adopted by the UK;prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the Company will continue in business.Direc
84、tors Report continued14Directors Report continuedThe directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Groups and the Companys transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Compan
85、y 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 the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.The directors are r
86、esponsible for the maintenance and integrity of the corporate and financial information included on the Aeorema Communications plc website.Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.Section
87、172(1)of the Companies Act 2006The Directors believe that they have effectively implemented their duties under section 172 of the Companies Act 2006.The Company has considered the long-term strategy of the business below and considers that this strategy will continue to deliver long term success to
88、the business and its stakeholders.The Group is committed to maintaining an excellent reputation and strives to achieve high standards.We are highly selective about which co-contractors and freelancers are used to deliver best value while maintaining an awareness of the environmental impact of the wo
89、rk that they do and strive to reduce their carbon footprint.The Directors recognise the importance of wider stakeholders in delivering their strategy and achieving sustainability within the business.The main stakeholders in the company are considered to be the employees,suppliers and customers.Their
90、 importance to the business is considered below in the Corporate Governance Statement.In ensuring that all our stakeholders are considered as part of every decision process we believe we act fairly between all members of the Company.On behalf of the Board S Haffner Director 8 November 2024Aeorema Co
91、mmunications plc15The Board recognises the importance of good corporate governance and has adopted the QCA(Quoted Companies Alliance)Corporate Governance Code.This document sets out how the Group complies with the QCA Corporate Governance Code and the Groups compliance with the code will be reviewed
92、 annually by the board.My role as Chairman is to lead the board and to oversee its function and direction.I have ultimate responsibility for implementing the Groups corporate governance arrangements and am accountable to shareholders for the Groups delivery on its strategy.The Group is committed to
93、delivering returns for shareholders whilst looking after its stakeholders and recognises the importance of a culture which encourages ethical and fair behaviour.This culture is driven by the Groups senior management team.This document sets out how we consider that Aeorema currently complies with the
94、 QCA Corporate Governance Code and explains areas in which we depart from this code.We consider that our approach is appropriate for a group of our size and stage of development and will endeavour to evolve our corporate governance arrangements in line with our growth as a group.We do not consider t
95、hat any key governance related matters have occurred during the year.Mike Hale,Non-Executive Chairman OverviewThe Board is focusing on two key areas of growth within the current strategy and business model.One area is to increase revenue streams within the Groups operating companies(Aeorema Limited,
96、Eventful Limited and Cheerful Twentyfirst,Inc.)through key hires,focused account management and new business development.The other area is to grow the PLCs portfolio of companies through acquisitions and mergers.The organic challenge relies on retaining key accounts and maintaining the balance betwe
97、en building internal delivery teams and growing revenue streams and profits.Attracting the right talent on both a permanent and freelance basis is critical for creating the right impact for all clients and ensuring growth is sustainable.The Board has made a commitment to shareholders to ensure that
98、any merger or acquisition is completed at the right price and benefits the future of the organisation.Therefore,due diligence and a sensible approach to valuations is key to achieving the right result for the Group.Communication will continue with shareholders on several levels.The Chairman is avail
99、able to speak to directly and the Groups broker will set up key shareholder meetings or conference calls following the announcement of half year and full year results.The Board considers that this approach to shareholder engagement has worked well and was pleased to see a good attendance of sharehol
100、ders at its last AGM.The Company also utilises digital platforms to deliver investor presentations and Q&A sessions.Announcements will continue to be released through regulatory channels and added to the website.The business is focused on building strong relationships with clients,staff,suppliers an
101、d freelancers.Account managers/directors continually gain feedback from clients and report back to management.Staff appraisals are regularly held,but the Group also has an open-door policy for staff feedback direct to management.Suppliers and freelancers are reviewed on an annual basis and relevant
102、feedback is reported back to management.Management and heads of departments review strategy and use appropriate key performance indicators to monitor performance on a regular basis and the Board is informed with regular business updates at each board meeting.Corporate Governance Statement16Corporate
103、 Governance Statement continuedThe aim of the Board is to function at the head of the Groups management structures,leading and controlling its activities and setting a strategy for enhancing shareholder value.The Board currently consists of two executive directors and four non-executive directors.Ho
104、wever,as announced post year end,Hannah Luffman,a non-executive director,has resigned and will be departing on 30 November 2024.The Group does not have a Nomination Committee;the board collectively undertakes the functions of such a committee.The details of each board member along with their backgro
105、und and their role is listed on the website .Stephen Haffner,Richard Owen and Hannah Luffman exercise independent judgement in all matters relating to the Company.Mike Hale is not considered to be independent due to the size of his shareholding.The CEO and Managing Director work full-time in the bus
106、iness and have no other significant outside business commitments.The Non-Executive Directors are required to be available to attend Board meetings and to deal with both regular and ad hoc matters.All Non-Executive Directors have confirmed and demonstrated that they have adequate time available to me
107、et the requirements of the role and they have no conflicts of interest.The Board and the Groups senior management team have a mix of relevant industry experience,public company experience and financial expertise which enables them to deliver on their strategy.Directors keep their skillsets up to dat
108、e by attending relevant industry seminars as well as reviewing regulatory and accounting updates provided by the Groups professional advisers.The Board undertakes an annual review of risk management across the business.Forecasting is reviewed monthly to ensure the staffing levels and overheads are a
109、ligned to expected revenue and profit.The board regularly reviews management accounts and forecasts.Contingency plans are reviewed regularly throughout the year and a business continuation plan is updated annually.There is an Audit Committee consisting of Non-Executive Chairman Michael Hale,Non-Exec
110、utive Director Stephen Haffner and Non-Executive Director Richard Owen.The terms of reference of the Audit Committee are to assist the board in the discharge of its responsibilities for corporate governance,financial reporting and internal control.Its duties include maintaining an appropriate relati
111、onship with the companys auditors,keeping under review the scope and the results of the audit and its effectiveness.The audit last went out to tender for the financial year ended June 2019 and will be reviewed annually.Currently the tender process will occur every ten years.As well as overseeing the
112、 tender process and reviewing the scope and effectiveness of the audit,the Audit Committee review the full year and interim financial statements,consider the impact of new accounting standards under IFRS on the Groups financial statements,as well as the implications of any significant events or circ
113、umstances that occur in the accounting period.The Audit Committee reviews the Groups financial performance throughout the year and monitors the integrity of any formal market announcements.They also monitor the Groups internal financial controls,ensuring all internal financial controls and risk mana
114、gement systems are effective,and suggest improvements where necessary.The Remuneration Committee consists of Non-Executive Chairman Michael Hale,Non-Executive Director Stephen Haffner and Non-Executive Director Richard Owen,and meetings are held at least once a year.The Remuneration Committee is res
115、ponsible for reviewing the performance of the executives of the Group and for setting the scale and structure of their remuneration,paying due regard to the interests of shareholders as a whole and the performance of the Group.This involves setting and approving the performance measures on which the
116、 pay scales are based.Richard Owen chairs the Remuneration Committee.Details of Directors remuneration is set out in note 21 to the financial statements.Aeorema Communications plc17Corporate Governance Statement continuedThe Board will continue to meet at least six times a year to review,formulate a
117、nd approve the Groups strategy,budget,corporate actions and major items of capital expenditure.During the financial year ended 30 June 2024,the board met on 10 occasions.The Boards attendance record for the year ended 30 June 2024 was as follows;Mike Hale 100%Richard Owen 100%Stephen Haffner 70%Andr
118、ew Harvey 100%Steve Quah 100%Hannah Luffman 90%The Group currently departs from the QCA Code in a number of respects,and in particular:(i)Board evaluation:the Board currently runs a self-evaluation process on board effectiveness.It is intended that in the future the board will create a more formal p
119、rocess with annual reviews which will focus more closely on objectives and targets for improving performance;(ii)Induction,training and succession planning:the Group receives advice from its nominated adviser and external lawyers.The board will consider the introduction of a facility for directors t
120、o receive training on relevant new developments on a more regular basis.The Group has not adopted a policy on succession planning but made changes to its board in 2017 whereby two members of senior management joined the board as Joint Managing Directors in replacement of the existing founders of the
121、 business.The Board proposes,to further consider succession planning as part of its regular review of board effectiveness;(iii)Board diversity:the Group is committed to a culture of equal opportunities for all employees regardless of gender and considers that it has a diverse workforce.The board aim
122、s to reflect this diversity over time in terms of its range of cultures,nationalities,gender and international experience.(iv)Senior Independent Director:the Group does not have a director designated as a Senior Independent Director.In light of the size of the board,and the Groups stage of developme
123、nt,the Board does not consider it necessary to appoint a Senior Independent Director at this stage,but will nevertheless keep this under review as part of the boards evaluation on board effectiveness.The Board also recognises that Richard Owens length of service exceeds the QCAs guidelines regarding
124、 independence but nevertheless believes that he brings independent judgement to bear on all matters concerning the Group.The Board intends to monitor its governance framework as the Group grows and will consider introducing additional board committees such as a nominations committee and potentially
125、expanding its investor relations capabilities.18 Opinion We have audited the financial statements of Aeorema Communications Plc(the parent company)and its subsidiaries(the group)for the year ended 30 June 2024 which comprise the consolidated Statement of Comprehensive Income,the consolidated and com
126、pany Statements of Financial Position,the consolidated and company Statements of Changes in Equity,the consolidated Statements of Cash Flows and notes 1 29 in the financial statements,including a summary of significant accounting policies.The financial reporting framework that has been applied in th
127、eir preparation is applicable law and International Financial Reporting Standards(IFRSs)as adopted by the United Kingdom and,as regards the parent company financial statements,as applied in accordance with the provisions of the Companies Act 2006.In our opinion:the financial statements give a true a
128、nd fair view of the state of the groups and of the parent companys affairs as at 30 June 2024 and of its profit for the year then ended;the group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdom;the financial statements have been prepared in
129、accordance with the provisions of the Companies Act 2006.Basis for opinionWe 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 Auditors responsibilities for the audit of th
130、e 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 FRCs Ethical Standard as applied to listed entities,and we have fulfilled our
131、 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 concernIn auditing the financial statements,we have concluded that the directors us
132、e of the going concern basis of accounting in the preparation of the financial statements is appropriate.In making this assessment we have considered the directors procedures for overseeing the activities of the Parent Company and the Group,and reviewing its results and forecasts.The application of
133、those procedures has been supported by us reviewing Board minutes and other accessible documentation which confirm that the directors regularly benchmark key performance indicators which include but is not restricted to,reviewing the revenue pipeline and the frequent monitoring of available funds,an
134、ticipated cash outflows and financial headroom.In conjunction with the evaluation of managements assessment of going concern,we have observed that resources are carefully planned and managed with the intention of ensuring that the Parent Company and the Group have sufficient resources available and
135、accessible to ensure that the Parent Companys and the Groups commitments and obligations are capable of being met as they fall due.Our procedures also included an assessment of whether the going concern disclosure in note 1 to the financial statements gives a complete and accurate description of the
136、 directors assessment of going concern.Independent Auditors Report to the Members of Aeorema Communications plcAeorema Communications plc19Independent Auditors Report to the Members of Aeorema Communications plc continuedBased on the work we have performed,we have not identified any material uncerta
137、inties relating to events or conditions that,individually or collectively,may cast significant doubt on the Parent Companys and the Groups ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.However,as we cannot pr
138、edict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made,the above conclusions are not a guarantee that the Parent Company and the Group will continue in operation.In relation to the Pa
139、rent Companys and the Groups reporting on how it has applied the UK Corporate Governance Code,we have nothing material to add or draw attention to in relation to the Directors Statement of Responsibilities in the financial statements about whether the directors considered it appropriate to adopt the
140、 going concern basis of accounting.Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.Key audit mattersKey audit matters are those matters that,in our professional judgement,were of most significance in o
141、ur audit of the financial statements of the current period and include the most significant assessed risks of material misstatement(whether or not due to fraud)we identified,including those which had the greatest effect on:the overall audit strategy,the allocation of resources in the audit;and direc
142、ting the efforts of the engagement team.These matters were addressed in the context of our audit of the financial statements as a whole,and in forming our opinion thereon,and we do not provide a separate opinion on these matters.Below is not a complete list of all risks identified by our audit.Key a
143、udit matter groupHow our audit addressed the key audit matterRevenue recognitionThe Group generates revenue facilitating live events,film production and through event management services.Revenue is recognised based on the satisfaction of performance obligations and an assessment of when control is t
144、ransferred to customers.In applying this policy,a certain amount of judgement is required.Incomplete,non-occurring and inaccurate income recognition could have a material impact on the Groups earnings and we identified revenue recognition as a risk that required particular audit attention.We reviewe
145、d a sample of projects,including those with significant revenue recognised in the year and/or with significant contract assets or liabilities,to confirm that revenue had been recognised in a manner consistent with the Groups accounting policy,the principles of IFRSs as adopted by the UK and the comm
146、ercial substance of the contracts.We confirmed the Groups recognition of revenue,and associated contract balances,to documentary evidence including correspondence between the Group,its customers and its contractors,as well as publicly available press releases made by the Groups customers.In addition
147、,we performed analytical review and cut off testing to ensure that revenue is properly recognised and recorded in the correct accounting period.Our testing did not identify any material misstatements in the revenue recognition.20Independent Auditors Report to the Members of Aeorema Communications pl
148、c continued Our application of materiality We apply the concept of materiality in planning and performing our audit,in evaluating the effect of any identified misstatements and in forming our opinion.For the purpose of determining whether the financial statements are free from material misstatement,
149、we define materiality as the magnitude of a misstatement or an omission from the financial statements or related disclosures that would make it probable that the judgement of a reasonable person,relying on the information would have been changed or influenced by the misstatement or omission.We also
150、determine a level of performance materiality,which we use to determine the extent of testing needed,to reduce to an appropriately low-level the probability that the aggregate of uncorrected and undetected misstatements exceed materiality for the financial statements as a whole.We established materia
151、lity for the financial statements as a whole to be 304,000,which is 1.5%of the turnover of the Group.This is the amount representing the total magnitude of misstatements that we expect to influence the economic decisions of the users of these financial statements.A key judgement in determining mater
152、iality(and performance materiality)is the appropriate benchmark to select.We considered which benchmarks and key performance indicators have the greatest bearing on shareholder decisions.We determined that the turnover of the Group is the key benchmark to use in setting materiality given the Groups
153、objective to increase its trading and markets.When using turnover to determine overall materiality,our approach is to apply a percentage between 0.5%and 2%to the amount.In setting overall materiality,although the Parent Company is listed,we applied a rate of 1.5%which is towards the higher end of th
154、e allowable percentage range,being not regulated.We have considered performance materiality at a level of 80%of materiality for the Groups financial statements as a whole,which equates to 244,000.We applied this percentage in our determination of performance materiality given that there were no sign
155、ificant adjustments made in prior years.Audit misstatement posting threshold is determined to be 16,000,which is 5%of materiality.This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative point of view.We may become aware of differences below th
156、is threshold which could alter the nature,timing and scope of our audit procedures,for example if we identify smaller differences which are indicators of fraud.An overview of the scope of our auditOur audit scope included all components and was performed to Group materiality.Our audit work therefore
157、 covered 100%of group revenue,group profit and total group assets and liabilities.It was performed to the materiality levels set out above.Other informationThe other information comprises the information included in the annual report other than the financial statements and our auditors report thereo
158、n.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.In c
159、onnection 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 course of the audit,or otherwise appears to be mat
160、erially 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 misstat
161、ement of this other information,we are required to report that fact.We have nothing to report in this regard.Aeorema Communications plc21Independent Auditors Report to the Members of Aeorema Communications plc continued Opinions on other matters prescribed by the Companies Act 2006In our opinion,bas
162、ed on the work undertaken in the course of the 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 p
163、repared in accordance with applicable legal requirements.Matters on which we are required to report by exceptionIn the light of the knowledge and understanding of the Parent Company and the Group,and its environment obtained in the course of the audit,we have not identified material misstatements in
164、 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,or returns adequate for our audit have not been receiv
165、ed from branches not visited by us;or the 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.Responsibil
166、ities of directors As explained more fully in the directors responsibilities statement set out on pages 13 and 14,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 d
167、etermine 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 groups and the parent companys ability to continue as a going concern,d
168、isclosing,as applicable,matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations,or have no realistic alternative but to do so.Auditors responsibilities for the audit of the financial statement
169、s 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 auditors report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee t
170、hat 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
171、 on the basis of these financial statements.Extent to which the audit was capable of detecting irregularities,including fraudIrregularities,including fraud,are instances of non-compliance with laws and regulations.We design procedures in line with our responsibilities,outlined above,to detect materi
172、al misstatements in respect of irregularities,including fraud.The extent to which our procedures are capable of detecting irregularities,including fraud is detailed below:We considered the nature of the Parent Companys and the Groups industry and its control environment and reviewed the Parent Compa
173、nys and the Groups documentation of its policies and procedures relating to fraud and compliance with laws and regulations.We also enquired of management about their own identification and assessment of the risks of irregularities.22Independent Auditors Report to the Members of Aeorema Communication
174、s plc continuedWe obtained an understanding of the legal and regulatory framework that the Parent Company and the Group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements,including the
175、UK Companies Act and tax legislation,and,those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Parent Companys and the Groups ability to operate or to avoid a material penalty.We discussed among the audit engagement team regarding the
176、opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.In common with all audits under ISAs(UK),we are also required to perform specific procedures to respond to the risk of management override.In addressing the r
177、isk of fraud through management override of controls,we tested the appropriateness of journal entries and other adjustments;assessed whether the judgments made in accounting estimates are indicative of a potential bias;and evaluated the business rationale of any significant transactions that are unu
178、sual or outside the normal course of business.In addition to the above,our procedures to respond to the risks identified included the following:reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations descr
179、ibed as having a direct effect on the financial statements;performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;enquiring of management concerning actual and potential litigation and claims and instances o
180、f non-compliance with laws and regulations;and reading minutes of meetings of those charged with governance.Our audit procedures were designed to respond to risks of material misstatement in the financial statements,recognising that the risk of not detecting a material misstatement due to fraud is h
181、igher than the risk of not detecting one resulting from error,as fraud may involve deliberate concealment by,for example,forgery,misrepresentations or through collusion.There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations i
182、s from the events and transactions reflected in the financial statements,the less likely we are to become aware of it.A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Councils website at www.frc.org.uk/auditorsresponsibilit
183、ies.This description forms part of our auditors report.Use of this reportThis report is made solely to the companys 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 companys members those matters we a
184、re required to state to them in an auditors report and for no other purpose.To the fullest extent permitted by law,we do not accept or assume responsibility to anyone other than the company and the companys members as a body,for our audit work,for this report,or for the opinions we have formed.Scott
185、 Lawrence(Senior Statutory Auditor)For and on behalf of Hazlewoods LLP,Statutory Auditor Staverton Court Staverton Cheltenham GL51 0UX8 November 2024Aeorema Communications plc23Notes20242023Continuing operationsRevenue220,288,79920,230,231Cost of sales(16,513,827)(16,016,766)Gross profit3,774,9724,2
186、13,465Administrative expenses(3,334,224)(3,120,545)Operating profit3440,7481,092,920Finance income435,967215Finance costs5(39,787)(47,175)Profit before taxation436,9281,045,960Taxation 6(140,221)(288,780)Profit for the year 296,707757,180Other comprehensive income Items that may be reclassified to p
187、rofit or lossExchange differences on translation of foreign entities(88,632)(119,547)Other comprehensive income for the year(88,632)(119,547)Total comprehensive income for the year attributable to owners of the parent208,075637,633Profit per ordinary share:Total basic earnings per share93.11078p8.04
188、398pTotal diluted earnings per share92.68976p6.83499pThe notes on pages 28 to 58 are an integral part of these financial statements.Consolidated Statement of Comprehensive Income For the year ended 30 June 202424Consolidated Statement of Financial Position As at 30 June 2024GroupCompanyNotes20242023
189、20242023Non-current assets Intangible assets10564,348566,431-Property,plant and equipment11344,827428,509-Right-of-use assets12570,182696,986-Investments in subsidiaries13-1,363,0021,293,568Deferred taxation7-14,844-Total non-current assets1,479,3571,706,7701,363,0021,293,568Current assetsTrade and
190、other receivables144,422,0203,502,522832,531713,588Cash and cash equivalents 153,119,3532,444,100117,816135,548Total current assets7,541,3735,946,622950,347849,136Total assets9,020,7307,653,3922,313,3492,142,704Current liabilitiesTrade and other payables16(5,371,049)(3,882,938)(114,107)(104,459)Bank
191、 loans17(27,778)(83,333)-Lease liabilities18(113,201)(109,058)-Current tax payable(118,973)(74,736)-Provisions19(35,000)(35,000)-Total current liabilities(5,666,001)(4,185,065)(114,107)(104,459)Non-current liabilitiesBank loans17-(27,778)-Lease liabilities18(500,814)(612,693)-Provisions19(22,500)(13
192、,500)-Deferred taxation7(22,690)-Total non-current liabilities(549,004)(653,971)-Total liabilities(6,215,005)(4,839,036)(114,107)(104,459)Net assets2,805,7252,814,3562,199,2422,038,245EquityShare capital201,192,2501,192,2501,192,2501,192,250Share premium21,87621,87621,87621,876Merger reserve16,65016
193、,65016,65016,650Other reserve302,809233,375302,809233,375Capital redemption reserve257,812257,812257,812257,812Foreign translation reserve(176,876)(88,244)-Retained earnings1,191,2041,180,637407,845316,282Equity attributable to owners of the parent 2,805,7252,814,3562,199,2422,038,245The notes on pa
194、ges 28 to 58 are an integral part of these financial statements.The profit for the financial year of the holding company was 377,703(2023:338,795).The financial statements were approved and authorised by the board of directors on 8 November 2024 and were signed on its behalf byA Harvey S HaffnerDire
195、ctor DirectorCompany Registration No.04314540Aeorema Communications plc25GroupShare capitalShare premiumMerger reserveOther reserveCapital redemption reserveForeign translation reserve Retained earnings Total equityAt 30 June 20221,154,7509,87616,650168,956257,81231,303614,217 2,253,564Comprehensive
196、 income for the year,net of tax-757,180757,180Dividend paid-(190,760)(190,760)Foreign currency translation-(119,547)-(119,547)Share-based payment-64,419-64,419Share issue37,50012,000-49,500At 30 June 20231,192,25021,87616,650233,375257,812(88,244)1,180,637 2,814,356Comprehensive income for the year,
197、net of tax-296,707296,707Dividend paid-(286,140)(286,140)Foreign currency translation-(88,632)-(88,632)Share-based payment-69,434-69,434At 30 June 20241,192,25021,87616,650302,809257,812(176,876)1,191,204 2,805,725Share premium represents the value of shares issued in excess of their nominal value.I
198、n accordance with section 612 of the Companies Act 2006,the premium on ordinary shares issued in relation to acquisitions is recorded as a merger reserve.The reserve is not distributable.Other reserves represent equity settled share-based employee remuneration,as detailed in note 23.Capital redempti
199、on reserve represents a statutory non-distributable reserve into which amounts are transferred following redemption or purchase of a companys own shares.Foreign translation reserve represents the accumulated gain or loss resulting from the translation of financial statements denominated in a foreign
200、 currency into the Groups reporting currency.The notes on pages 28 to 58 are an integral part of these financial statements.Consolidated Statement of Changes in EquityAs at 30 June 202426Company Statement of Changes in EquityFor the year ended 30 June 2024CompanyShare capitalShare premiumMerger rese
201、rveOther reserveCapital redemption reserveRetained earnings Total equityAt 30 June 20221,154,7509,87616,650168,956257,812168,2471,776,291Comprehensive income for the year,net of tax-338,795338,795Dividend paid-(190,760)(190,760)Share-based payment-64,419-64,419Share issue37,50012,000-49,500At 30 Jun
202、e 20231,192,25021,87616,650233,375257,812316,2822,038,245Comprehensive income for the year,net of tax-377,703377,703Dividend paid-(286,140)(286,140)Share-based payment-69,434-69,434At 30 June 20241,192,25021,87616,650302,809257,812407,8452,199,242Share premium represents the value of shares issued i
203、n excess of their nominal value.In accordance with section 612 of the Companies Act 2006,the premium on ordinary shares issued in relation to acquisitions is recorded as a merger reserve.The reserve is not distributable.Other reserves represent equity settled share-based employee remuneration,as det
204、ailed in note 23.Capital redemption reserve represents a statutory non-distributable reserve into which amounts are transferred following redemption or purchase of a companys own shares.The notes on pages 28 to 58 are an integral part of these financial statements.Aeorema Communications plc27GroupNo
205、tes20242023Net cash flow from operating activities251,205,4701,456,588Cash flows from investing activitiesFinance income435,967215Purchase of property,plant and equipment11(54,711)(325,027)Repayment of leasing liabilities(142,000)(177,500)Cash used in investing activities(160,744)(502,312)Cash flows
206、 from financing activitiesRepayment of borrowings(83,333)(83,333)Dividends paid to owners of the company(286,140)(190,760)Shares issued-49,500Cash used in financing activities(369,473)(224,593)Net increase in cash and cash equivalents675,253729,683Cash and cash equivalents at beginning of year2,444,
207、1001,714,417Cash and cash equivalents at end of year3,119,3532,444,100GroupAt 1 July 2023CashflowAt 30 June 2024Net Cash Cash at bank and in hand2,444,100675,2533,119,3532,444,100675,2533,119,353DebtDebts falling due within one year83,333(55,555)27,778Debts falling due after one year27,778(27,778)-1
208、11,111(83,333)27,778The notes on page 28 to 58 are an integral part of these financial statements.Consolidated Statement of Cash Flows For the year ended 30 June 202428 1 Accounting policies Aeorema Communications plc is a public limited company incorporated in the United Kingdom and registered in E
209、ngland and Wales.The Company is domiciled in the United Kingdom and its principal place of business is 87 New Cavendish Street,London,W1W 6XD.The Companys Ordinary Shares are traded on the AIM Market.The principal accounting policies adopted in the preparation of the financial statements are set out
210、 below.The policies have been consistently applied to all the years presented,unless otherwise stated.The presentation currency is sterling.Going concernThe Board has reviewed the Groups detailed forecasts for the next financial year,other medium term plans,the impact of the war in Ukraine and confl
211、ict in the Middle East,and economic and political uncertainties both in the UK and globally,as well as considering the risks outlined in note 26.After doing so,the Directors,at the time of approving the financial statements,have a reasonable expectation that the Group has adequate resources to conti
212、nue in operational existence for the foreseeable future and have therefore used the going concern basis in preparing the financial statements.Basis of PreparationThe following new standards,amendments or interpretations to existing standards adopted in the United Kingdom,and are mandatory for the Gr
213、oups accounting periods beginning on or after 1 January 2024 are as follows:Classification of Liabilities as Current or Non-current Deferral of Effective Date(Amendment to IAS 1);Disclosure of Accounting Policies(Amendments to IAS 1 and IFRS Practice Statement 2);Deferred Tax related to Assets and L
214、iabilities arising from a Single Transaction(Amendments to IAS 12);and Definition of Accounting Estimates(Amendments to IAS 8).The Group did not early adopt the above new standards,amendments,or interpretations for 30 June 2024 year end.Notes to the Consolidated Financial Statements For the year end
215、ed 30 June 2024Aeorema Communications plc29Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continuedFuture standards in place but not yet effectiveThe following new standards,amendments or interpretations to existing standards adopted in the United Kingdom,and are mand
216、atory for the Groups accounting periods beginning on or after 1 January 2025 are as follows:Lack of Exchangeability(Amendments to IAS 21)Classification and Measurement of Financial Instruments(Amendment to IFRS 9 and IFRS 7)The Group did not early adopt the above new standards,amendments,or interpre
217、tations for 30 June 2025 year end.Basis of consolidation The Group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to 30 June 2024.Subsidiaries are all entities(including structured entities)over which the Group has control.Subsidiaries are fully
218、 consolidated from the date on which control is transferred to the Group.They are consolidated until the date that control ceases.Intra-group transactions,balances and unrealised gains and losses on transactions between group companies are eliminated.The merger reserve is used where more than 90%of
219、the shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company,thereby attracting merger relief under the Companies Act 2006.30Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continuedRevenueRevenue represents amounts(excl
220、uding value added tax)derived from the provision of services to third party customers in the course of the Groups ordinary activities.As a result of providing these services,the Group may from time to time receive commissions from other third parties.These commissions are included within revenue on
221、the same basis as that arising from the contract with the underlying third party customer.The revenue and profits recognised in any period are based on the satisfaction of performance obligations and an assessment of when control is transferred to the customer.For most contracts with customers,there
222、 is a single distinct performance obligation and revenue is recognised when the event has taken place or control of the content or video has been transferred to the customer.Where a contract contains more than one distinct performance obligation(multiple film productions,or a project involving both
223、build construction and event production)revenue is recognised as each performance obligation is satisfied.The transaction price is substantially agreed at the outset of the contract,along with a project brief and payment schedule(full payment in arrears for smaller contracts;part payment(s)in advanc
224、e and final payment in arrears for significant contracts).Due to the detailed nature of project briefs agreed in advance for significant contracts,management does not consider that significant estimates or judgements are required to distinguish the performance obligation(s)within a contract.For cont
225、racts to prepare multiple film productions,the transaction price is allocated to constituent performance obligations using an output method in line with agreements with the customer.For other contracts with multiple performance obligations,managements judgement is required to allocate the transactio
226、n price for the contract to constituent performance obligations using an input method using detailed budgets which are prepared at outset and subsequently revised for actual costs incurred and any changes to costs expected to be incurred.The Group does not consider any disaggregation of revenue from
227、 contracts with customers necessary to depict how the nature,amount,timing and uncertainty of the Groups revenue and cash flows are affected by economic factors.Where payments made are greater than the revenue recognised at the reporting date,the Group recognises deferred income(a contract liability
228、)for this difference.Where payments made are less than the revenue recognised at the reporting date,the Group recognises accrued income(a contract asset)for this difference.A receivable is recognised in relation to a contract for amounts invoiced,as this is the point in time that the consideration i
229、s unconditional because only the passage of time is required before the payment is due.At each reporting date,the Group assesses whether there is any indication that accrued income assets may be impaired by assessing whether it is possible that a revenue reversal will occur.Where an indicator of imp
230、airment exists,the Group makes a formal estimate of the assets recoverable amount.Where the carrying value of an asset exceeds its recoverable amount,the asset is considered impaired and is written down to its recoverable amount.Aeorema Communications plc31Notes to the Consolidated Financial Stateme
231、nts For the year ended 30 June 2024 continuedIntangible assets-goodwill All business combinations are accounted for by applying the acquisition method.Goodwill acquired represents the excess of the fair value of the consideration and associated costs over the fair value of the identifiable net asset
232、s acquired.After initial recognition,goodwill is measured at cost less any accumulated impairment losses.At the date of acquisition,the goodwill is allocated to cash generating units,usually at business segment level or statutory company level as the case may be,for the purpose of impairment testing
233、 and is tested at least annually for impairment.On subsequent disposal or termination of a business acquired,the profit or loss on termination is calculated after charging the carrying value of any related goodwill.Intangible assets-otherIntangible assets are stated in the financial statements at co
234、st less accumulated amortisation and any impairment value.Amortisation is provided to write off the cost less estimated residual value of intangible assets over its expected useful life(which is reviewed at least at each financial year end),as follows:Intellectual property25%straight lineAny gain or
235、 loss arising on the derecognition of the asset(calculated as the difference between the net disposal proceeds and the carrying amount of the asset)is included in the Statement of Comprehensive Income in the year that the asset is derecognised.Fully amortised assets still in use are retained in the
236、financial statements.Property,plant and equipmentProperty,plant and equipment is stated in the financial statements at cost less accumulated depreciation and any impairment value.Depreciation is provided to write off the cost less estimated residual value of property,plant and equipment over its exp
237、ected useful life(which is reviewed at least at each financial year end),as follows:Leasehold land and buildingsStraight line over the life of the leaseFixtures,fittings and equipmentStraight line over four yearsAny gain or loss arising on the derecognition of the asset(calculated as the difference
238、between the net disposal proceeds and the carrying amount of the asset)is included in the Statement of Comprehensive Income in the year that the asset is derecognised.Fully depreciated assets still in use are retained in the financial statements.ImpairmentThe carrying amounts of the Groups assets ar
239、e reviewed at each period end to determine whether there is any indication of impairment.If any such indication exists,the assets recoverable amount is estimated.For goodwill and intangible assets that have an indefinite useful life and intangible assets that are not yet available for use,the recove
240、rable amount is estimated at each annual period end date and whenever there is an indication of impairment.An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.Impairment losses are recognised in the Statement of Compreh
241、ensive Income in those expense categories consistent with the function of the impaired asset.32Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continuedInvestments Fixed asset investments are stated at cost less provision for diminution in value.LeasesIn applying IFRS
242、16,for all leases(except as noted below),the Group:a)recognises right-of-use assets and lease liabilities in the statement of financial position,initially measured at the present value of future lease payments;b)recognises depreciation of right-of-use assets and interest on lease liabilities in the
243、statement of profit or loss;and c)separates the total amount of cash paid into a principal portion(presented within financing activities)and interest(presented within operating activities)in the statement of cash flows.Lease incentives(e.g.free rent period)are recognised as part of the measurement o
244、f the right-of-use assets and lease liabilities whereas under IAS 17 they resulted in the recognition of a lease incentive liability,amortised as a reduction of rental expense on a straight-line basis.Under IFRS 16,right-of-use assets are tested for impairment in accordance with IAS 36 Impairment of
245、 Assets.This replaces the previous requirement to recognise a provision for onerous lease contracts.For short term leases(lease term of 12 months or less)and leases of low-value assets(such as photocopiers),the Group has opted to recognise a lease expense on a straight-line basis as permitted by IFR
246、S 16.This expense is presented within administrative expenses in the consolidated statement of comprehensive income.Trade and other receivablesTrade and other receivables are stated initially at fair value and subsequently measured at amortised cost less any provision for impairment.Trade and other
247、payablesTrade payables are recognised initially at fair value and subsequently measured at amortised cost.Cash and cash equivalentsCash comprises,for the purpose of the Statement of Cash Flows,cash in hand and deposits payable on demand.Cash equivalents are short-term highly liquid investments that
248、are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value.Cash equivalents normally have a date of maturity of 3 months or less from the acquisition date.Bank loans and overdrafts comprise amounts due on demand.Finance incomeFinance income con
249、sists of interest receivable on funds invested.It is recognised in the Statement of Comprehensive Income as it accrues.Aeorema Communications plc33Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continuedTaxationIncome tax on the profit or loss for the periods presente
250、d comprises current and deferred tax.Current tax is the expected tax payable on the taxable income for the year,using rates enacted or substantively enacted at the end of the reporting period,and any adjustment to tax payable in respect of previous years.Deferred tax is provided on temporary differe
251、nces between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.The following temporary differences are not provided for:the initial recognition of goodwill;the initial recognition of assets or liabilities that affect neither accoun
252、ting nor taxable profit other than in a business combination;the differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.The amount of deferred tax provided is based on the expected manner of realisation or settlement of the car
253、rying amount of assets and liabilities,using tax rates enacted or substantively enacted at the end of the reporting period.A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be utilised.Deferred tax ass
254、ets and liabilities are not discounted.Pension costsThe Group operates a pension scheme for its employees.It also makes contributions to the private pension arrangements of certain employees.These arrangements are of the money purchase type and the amount charged to the Statement of Comprehensive In
255、come represents the contributions payable by the Group for the period.Financial instruments The Group does not enter into derivative transactions and does not trade in financial instruments.Financial assets and liabilities are recognised on the Statement of Financial Position when the Group becomes
256、a party to the contractual provision of the instrument.EquityAn equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.Equity instruments are recorded at the proceeds received,net of direct issue costs.The Groups equity in
257、struments comprise share capital in the Statement of Financial Position.Foreign currency translationMonetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the end of the reporting period.Transactions in foreign currencies are
258、 recorded at the rate ruling at the date of the transaction.All differences are taken to the Statement of Comprehensive Income.34Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continuedShare-based awardsThe Group issues equity settled payments to certain employees.Equ
259、ity settled share based payments are measured at fair value(excluding the effect of non-market based vesting conditions)at the date of grant.The fair value is estimated using option pricing models and is dependent on factors such as the exercise price,expected volatility,option price and risk free i
260、nterest rate.The fair value is then amortised through the Statement of Comprehensive Income on a straight-line basis over the vesting period.Expected volatility is determined based on the historical share price volatility for the Company.Further information is given in note 23 to the financial state
261、ments.Significant judgements and estimatesThe preparation of the Groups financial statements in conforming with IFRS required management to make judgements,estimates and assumptions that affect the application of policies and reported amounts in the financial statements.These judgements and estimate
262、s are based on managements best knowledge of the relevant facts and circumstances.Information about such judgements and estimation is contained in the accounting policies and/or notes to the financial statements.For critical judgements that the directors have made in the process of applying the Grou
263、ps accounting policies,see note 10 on goodwill impairment and note 12 on discount rate used to calculate right of use assets and lease liability.Aeorema Communications plc35Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continued 2 Revenue and segment informationThe G
264、roup uses several factors in identifying and analysing reportable segments,including the basis of organisation,such as differences in products and geographical areas.The Board of directors,being the Chief Operating Decision Makers,have determined that for the year ending 30 June 2024 there is only a
265、 single reportable segment.All revenue represents sales to external customers.One customer(2023:three)is defined as major customers by revenue,contributing more than 10%of the Group revenue.20242023Customer One3,833,2372,474,089Major customers in the current year3,833,2372,474,089Major customers in
266、the prior year5,274,8337,748,922The geographical analysis of revenue from continuing operations by geographical location of customer is as follows:20242023United Kingdom8,905,51311,491,547United States3,580,4326,821,433Rest of the World7,802,8541,917,25120,288,79920,230,23120242023Revenue from contr
267、acts with customers Events18,360,49017,915,369Revenue from contracts with customers Film 1,418,0291,675,186Other revenue510,280639,676Total revenue20,288,79920,230,231Contract assets and liabilities from contracts with customers have been recognised as follows:20242023Deferred income1,500,546809,774
268、Accrued income1,672,0811,350,233Deferred income at the beginning of the period has been recognised as revenue during the period.Deferred income carried forward at the year end will be recognised within the next year.36Notes to the Consolidated Financial Statements For the year ended 30 June 2024 con
269、tinued 3 Operating profit Operating profit is stated after charging or crediting:20242023Cost of salesDepreciation of fixtures,fittings and equipment97,89175,521Amortisation of intangible assets2,0832,500Staff costs(see note 22)3,432,1923,181,251Administrative expensesDepreciation of right-of-use as
270、sets126,804126,786Depreciation of leasehold land and buildings39,21434,243(Profit)/loss on foreign exchange differences73,17131,888Fees payable to the Companys auditor in respect of:Audit of the Companys annual accounts14,00012,600 Audit of the Companys subsidiaries33,16323,366Interest on lease liab
271、ilities34,26439,212Staff costs(see note 22)1,605,1801,201,148 4 Finance incomeFinance income20242023Bank interest received35,967215 5 Finance costsFinance costs20242023Coronavirus business interruption loan interest5,5237,963Lease interest34,26439,21239,78747,175Aeorema Communications plc37Notes to
272、the Consolidated Financial Statements For the year ended 30 June 2024 continued 6 Taxation 20242023The tax charge comprises:Current taxCurrent year99,687277,69999,687277,699Deferred tax(see note 8)Current year40,53411,08140,53411,081Total tax charge in the statement of comprehensive income 140,22128
273、8,780Factors affecting the tax charge for the yearProfit on ordinary activities before taxation from continuing operations436,9281,045,960Profit on ordinary activities before taxation multiplied by standard rate109,232214,422of UK corporation tax of 25%(2023:20.5%)Effects of:Non-deductible expenses3
274、0,98974,35830,98974,358Total tax charge 140,221288,780The Group has estimated losses of 375,762(2023:375,762)available to carry forward against future trading profits.Losses totalling 375,762 are in Aeorema Communications plc which is not currently making taxable profits,as all trading is undertaken
275、 by its subsidiaries Aeorema Limited,Eventful Limited and Cheerful Twentyfirst,Inc.,therefore no deferred tax asset has been recognised in respect of this amount.Effective 1 April 2023,the enacted tax rate increased to 25%.38Notes to the Consolidated Financial Statements For the year ended 30 June 2
276、024 continued 7 Deferred taxation Group20242023Property,plant and equipment temporary differences59,613(83,481)Temporary differences(85,303)98,325(25,690)14,844At 1 July 14,84425,925Transfer to Statement of Comprehensive Income(40,534)(11,081)At 30 June(25,690)14,844 8 Profit attributable to members
277、 of the parent companyAs permitted by section 408 of the Companies Act 2006,the parent Companys Statement of Comprehensive Income has not been included in these financial statements.The profit for the financial year of the holding company was 377,703(2023:338,795).9 Earnings per ordinary shareBasic
278、earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the year.Diluted earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by the wei
279、ghted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary shares.The following reflects the income and share data used and dilutive earn
280、ings per share computations:20242023Basic earnings per shareProfit for the year attributable to owners of the Company296,707757,180Basic weighted average number of shares9,538,0009,413,000Dilutive potential ordinary shares:Employee share options1,493,0001,665,000Diluted weighted average number of sh
281、ares11,031,00011,078,000Aeorema Communications plc39Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continued 10 Intangible fixed assetsGroupGoodwillIntellectual PropertyTotalCost At 30 June 20222,927,48610,0002,937,486At 30 June 20232,927,48610,0002,937,486At 30 June
282、20242,927,48610,0002,937,486Impairments and amortisation At 30 June 20222,363,1385,4172,368,555Charge for the year-2,5002,500At 30 June 20232,363,1387,9172,371,055Charge for the year-2,0832,083At 30 June 20242,363,13810,0002,373,138Net book value At 30 June 2022564,3484,583568,931At 30 June 2023564,
283、3482,083566,431At 30 June 2024564,348-564,348Goodwill arose for the Group on consolidation of its subsidiaries,Aeorema Limited and Eventful Limited.Impairment Aeorema Limited and Eventful LimitedGoodwill arises on acquisition of a business combination and represents the difference between the fair v
284、alue of the consideration paid and the aggregate fair value of identifiable assets and liabilities acquired.Goodwill is tested annually for impairment,goodwill is impaired when the value in use exceeds the net asset value of the groups cash generating units(CGUs).The CGUs represent Aeorema Limited a
285、nd Eventful Limited,being the lowest level within the group at which goodwill is monitored for internal management purposes.The value in use has been calculated on a discounted cash flow basis using the 2024-25 budgeted figures as approved by the Board of directors,extended in perpetuity to calculat
286、e the terminal value and discounted at a rate of 10%.It is assumed that future growth will be 1%for venue sourcing activities and 3%for event and moving image production activities.Using these assumptions,which are based on past experience and future expectations,the recoverable amount of goodwill o
287、f 12,975,301 was determined to be higher than its carrying value,hence no impairment in the year.40Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continued Sensitivity AnalysisIf the assumptions used in the impairment review were changed to greater extent than as pres
288、ented in the following table,the changes would,in isolation,lead to impairment loss being recognised for 0%growth rate.Aeorema Limited3%Growth0%GrowthDiscount Rate of 5%Discount Rate of 15%Value in use calculations12,269,4239,621,63922,102,5998,560,433Carrying amount in financial statements365,15436
289、5,154365,154365,154Difference11,904,2699,256,48521,737,4458,195,279Eventful Limited1%Growth0%GrowthDiscount Rate of 5%Discount Rate of 15%Value in use calculations705,878622,2091,180,557513,486Carrying amount in financial statements199,194199,194199,194199,194Difference506,684423,015981,363314,292Co
290、mbined4%Growth0%GrowthDiscount Rate of 5%Discount Rate of 15%Value in use calculations12,975,30110,243,84823,283,1569,073,919Carrying amount in financial statements564,348564,348564,348564,348Difference12,410,9539,679,50022,718,8088,509,571Aeorema Communications plc41Notes to the Consolidated Financ
291、ial Statements For the year ended 30 June 2024 continued 11 Property,plant and equipmentGroupLeasehold landand buildingsFixtures,fittingsand equipmentTotalCost At 30 June 202298,821304,895403,716Additions154,068170,959325,027Disposals-(72,449)(72,449)Foreign exchange movement-(143)(143)At 30 June 20
292、23252,889403,262656,151Additions4,52450,18754,711Disposals-(1,344)(1,344)At 30 June 2024257,413452,105709,518Depreciation At 30 June 20221,935179,302181,237Charge for the year34,24375,521109,764Eliminated on disposal-(63,308)(63,308)Foreign exchange movement-(51)(51)At 30 June 202336,178191,464227,6
293、42Charge for the year39,21497,891137,105Eliminated on disposal-(56)(56)At 30 June 202475,392289,299364,691Net book value At 30 June 202296,886125,593222,479At 30 June 2023216,711211,798428,509At 30 June 2024182,021162,806344,82742Notes to the Consolidated Financial Statements For the year ended 30 J
294、une 2024 continued 12 Right-of-use assetsGroupLeasehold PropertyCost At 30 June 2022887,138At 30 June 2023887,138At 30 June 2024887,138DepreciationAt 30 June 202263,366Charge for the year126,786At 30 June 2023190,152Charge for the year126,804At 30 June 2024316,956Net book valueAt 30 June 2022823,772
295、At 30 June 2023696,986At 30 June 2024570,182The right-of-use asset addition during the year relates to the Groups leasehold property at 87 New Cavendish Street,London,W1W 6XD.The Group entered the new leasehold in January 2022.The right-of-use asset is calculated on the assumption that the Group wil
296、l remain in the premises for the duration of the 7 year lease agreement.A discount rate of 5%was used to calculate the right-of-use asset.5%was considered an appropriate rate based on the Groups weighted average cost of capital.Aeorema Communications plc43Notes to the Consolidated Financial Statemen
297、ts For the year ended 30 June 2024 continued 13 Non-current assets-InvestmentsCompanyShares in subsidiaryCost At 30 June 20223,923,361Increase in respect of share-based payments64,419Incorporation of subsidiary1At 30 June 20233,987,781Increase in respect of share-based payments69,434At 30 June 20244
298、,057,215ProvisionAt 30 June 20222,694,213At 30 June 20232,694,213At 30 June 20242,694,213Net book valueAt 30 June 20221,229,148At 30 June 20231,293,568At 30 June 20241,363,00244Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continuedHoldings of more than 20%The Compan
299、y holds more than 20%of the share capital of the following companies:Subsidiary undertakingsCountry of registration or incorporationShares heldProfit/(loss)before tax for the year ended 30 June 2024Net assets at year ended 30 June 2024Class%Aeorema Limited England and WalesOrdinary100877,4861,253,04
300、2Eventful LimitedEngland and WalesOrdinary10013,139101,788Twentyfirst Limited(Dormant)England and WalesOrdinary100-1,362Cheerful Twentyfirst,Inc.United States of AmericaOrdinary100(176,631)296,666Cheerful Twentyfirst B.V.The NetherlandsOrdinary100(4,767)(13,949)The registered address of Aeorema Limi
301、ted,Eventful Limited and Twentyfirst Limited is 101 New Cavendish Street,1st Floor South,London,W1W 6XH.The registered address of Cheerful Twentyfirst,Inc.is 85 Broad Street,Floor 16,New York,NY,10004.The registered address of Cheerful Twentyfirst B.V.is Strawinskylaan 569,1077 XX,Amsterdam.Aeorema
302、Communications plc45Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continued 14 Trade and other receivablesGroupCompany2024202320242023Trade receivables1,608,7131,649,905-Related party receivables-811,427689,087Other receivables413,560170,1885,9518,819Prepayments and
303、accrued income2,399,7471,682,42915,15315,682 4,422,0203,502,522832,531713,588All trade and other receivables are expected to be recovered within 12 months of the end of the reporting period.The fair value of trade and other receivables is the same as the carrying values shown above.Trade and other r
304、eceivables are assessed for impairment based upon the expected credit losses model.The credit losses historically incurred have been immaterial and as such the risk profile of the trade receivables has not been presented.At the year end,trade receivables of 139,047(2023:308,531)were past due but not
305、 impaired.These amounts are still considered recoverable.The ageing of these trade receivables is as follows:Group20242023Less than 90 days overdue4,892160,286More than 90 days overdue134,155148,245139,047308,531 15 Cash at bank and in handGroupCompany2024202320242023Bank balances3,119,3532,444,1001
306、17,816135,5483,119,3532,444,100117,816135,54846Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continued 16 Trade and other payablesGroupCompany2024202320242023Trade payables2,127,9811,587,05227,20321,604Related party payables-67,35567,355Taxes and social security cost
307、s3,31636,528-Other payables118,158121,581-Accruals and deferred income3,121,5942,137,77719,54915,500 5,371,0493,882,938114,107104,459All trade and other payables are expected to be settled within 12 months of the end of the reporting period.The fair value of trade and other payables is the same as t
308、he carrying values shown above.17 Bank Loans20242023Bank LoanCurrent 27,77883,333Non-current-27,77827,778111,111On 15 October 2020 the company received a Floating Rate Basis Coronavirus Business Interruption Loan(CBIL)of 250,000 from Barclays Bank UK PLC to cover the companys working capital commitm
309、ents during the COVID-19 pandemic.For the first twelve months interest on the loan is paid by the UK government,after this point interest will be paid at a margin of 2.28%,in addition to monthly capital repayments of 6,944 to the final repayment date of 15 October 2024.Under IFRS 9,the loan should b
310、e initially recognised at fair value and subsequently accounted for at amortised cost.However,the difference between the nominal value and fair value is not material,therefore the full nominal value of the loan is recognised with the interest charge for the period of 5,523 being charged to profit an
311、d loss.This is offset by the equal amount of government grant income being recognised.The bank loan is secured by a fixed and floating charge over the companys present and future assets.Aeorema Communications plc47Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continu
312、ed 18 LeasesGroup20242023Right-of-use assetsBuildings570,182696,986570,182696,986Group20242023Lease liabilitiesCurrent 113,201109,058Non-current500,814612,693614,015721,751Group20242023Maturity analysis contractual undiscounted cash flowsLess than one year142,000142,000One to five years497,000639,00
313、0More than five years-639,000781,000Group20242023Interest on lease liabilities34,26439,21234,26439,21248Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continued 19 ProvisionsGroupLeasehold dilapidationsTotalAt 1 July 202239,50039,500Charged to statement of comprehensi
314、ve income9,0009,000At 30 June 202348,50048,500Charged to statement of comprehensive income9,0009,000At 30 June 202457,50057,500GroupLeasehold dilapidationsTotalCurrent 35,00035,000Non-current22,50022,50057,50057,500Leasehold dilapidations relate to the estimated cost of returning a leasehold propert
315、y to its original state at the end of the lease in accordance with the lease terms.The main uncertainty relates to estimating the cost that will be incurred at the end of the lease.Aeorema Communications plc49Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continued 20
316、 Share capital20242023Authorised 28,000,000 Ordinary shares of 12.5p each3,500,0003,500,000Allotted,called up and fully paidNumber Ordinary shares At 30 June 20229,238,0001,154,750Shares issued during the year300,00037,500At 30 June 20239,538,0001,192,250At 30 June 20249,538,0001,192,250Holders of t
317、hese shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the company.See note 23 for details of share options outstanding.21 Directors emolumentsThe remuneration of directors of the Company is set out below.Salary,fees,bonuses
318、and benefits in kind2024Salary,fees,bonuses and benefits in kind2023Pensions2024Pensions2023Total2024Total2023M Hale-S Haffner20,00016,250-20,00016,250R Owen20,00020,000-20,00020,000S Quah 243,231219,37510,0009,375253,231228,750A Harvey179,487165,0008,0007,657187,487172,657H Luffman20,00016,250-20,0
319、0016,250482,718436,87518,00017,032500,718453,907During the year M Hale waived his right to fees of 20,000(2023:15,000)50Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continuedThe share options held by directors who served during the year are summarised below:NameGran
320、t dateNumber awardedExercise priceEarliest exercise dateExpiry dateS Quah 22 August 2018300,00029.00p17 November 202022 August 2028A Harvey22 August 2018300,00029.00p17 November 202022 August 2028S Quah29 April 2021100,00031.00p5 November 202329 April 2031A Harvey29 April 2021100,00031.00p5 November
321、 202329 April 2031S Quah29 April 2021100,00050.00p5 November 202329 April 2031A Harvey29 April 2021100,00050.00p5 November 202329 April 2031S Quah29 April 2021100,00070.00p5 November 202329 April 2031A Harvey29 April 2021100,00070.00p5 November 202329 April 2031Fees for S Haffner are charged by Harr
322、is&Trotter LLP,a firm in which he is a member(see note 24).22 Employee informationThe average monthly number of employees(including directors)employed by the Group during the year was:GroupCompany Number of employees2024Number 2023Number 2024Number 2023Number Administration and production746355The a
323、ggregate payroll costs of these employees charged in the Statement of Comprehensive Income was as follows:GroupCompanyEmployment costs2024202320242023Wages and salaries4,272,5873,759,34060,00052,500Social security costs524,751429,412-Pension costs170,600129,228-Share-based payments69,43464,419-5,037
324、,3724,382,39960,00052,500Aeorema Communications plc51Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continued 23 Share-based payments The Group operates an EMI share option scheme for key employees.Options are granted to key employees at an exercise price equal to the
325、 market price of the Companys shares at the date of grant.Options are exercisable from the third anniversary of the date of grant and lapse if they remain unexercised at the tenth anniversary or upon cessation of employment.The following option arrangements exist over the Companys shares:Exercise pe
326、riodNumber of options 2024Number of options 2023Date of grantExercise priceFromTo22 August 201829.0p17 November 202022 August 2028600,000600,00014 June 201926.0p14 June 202214 June 2029120,000120,00029 April 202131.0p5 November 202329 April 2031200,000200,00029 April 202150.0p5 November 202329 April
327、 2031200,000200,00029 April 202170.0p5 November 202329 April 2031200,000200,00023 May 202260.0p23 May 202523 May 2032100,000100,00019 October 202271.0p19 October 202519 October 2032110,000110,00011 October 202378.5p11 October 202611 October 2033240,000-1,770,0001,530,000Details of the number of shar
328、e options and the weighted average exercise price outstanding during the year are as follows:Number of options2024Weighted average exercise price2024Number of options2023Weighted average exercise price2023Outstanding at beginning of the year1,530,0000.481,770,0000.40Granted during the year240,0000.7
329、9110,0000.71Cancelled during the year-(50,000)(0.60)Exercised during the year-(300,000)(0.17)Outstanding at end of the year1,770,0000.521,530,0000.48Exercisable at the end of the year1,320,0000.41720,0000.28The exercise price of options outstanding at the year-end was 0.519(2023:0.481)and their weig
330、hted average contractual life was 6.3 years(2023:6.8 years).52Notes to the Consolidated Financial Statements For the year ended 30 June 2024 continuedEquity-settled share-based payments are measured at fair value at the date of grant.The fair value as determined at the grant date of equity-settled s
331、hare-based payments is expensed on a straight line basis over the vesting period,based on the Groups estimate of shares that will eventually vest.The estimated fair value of the options is measured using an option pricing model.The inputs into the model are as follows:Grant date22 August 2018Model u
332、sedBlack-ScholesShare price at grant date29.0pExercise price29.0pContractual life10 yearsRisk free rate0.75%Expected volatility40.33%Expected dividend rate0%Fair value option14.800pGrant date14 June 2019Model usedBlack-ScholesShare price at grant date26.0pExercise price26.0pContractual life10 yearsR
333、isk free rate0.75%Expected volatility40.33%Expected dividend rate0%Fair value option12.894pGrant date29 April 2021Model usedBlack-ScholesShare price at grant date30.5pExercise price31.0pContractual life10 yearsRisk free rate0.84%Expected volatility153.96%Expected dividend rate0%Fair value option30.060pAeorema Communications plc53Notes to the Consolidated Financial Statements For the year ended 30
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