Epistem Holdings Plc
Annual Report and Accounts 2009
Epistem Holdings Plc  Annual Report and Accounts 2009
Strengthening 
foundations for  
future growth
Controlling life-long tissue renewal Controlling life-long tissue renewal
Epistem Plc
48 Grafton Street
Manchester M13 9XX 
United Kingdom
T +44 (0)161 606 7258
F +44 (0)161 606 7348
www.epistem.co.uk Printed on Revive 50:50 Gloss (250gsm cover & 170gsm pages 1-24)  
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Introductory Highlights Directors, Secretary and Advisers
Year-on-year sales up 92% •	
Contact Research Services 20% •	
sales growth
Biomarker sales growth and maiden •	
divisional profit
Announcement of Regenerative •	
Medicine collaboration with  
Novartis AG
Maiden Group profit and positive •	
Earnings Per Share
Strengthened cash balance with •	
improved trading outlook
 
Exceptional growth
1st
Year of profit
20%
Contact Research Services
sales growth year on year
92%
Sales growth
The 2008/09 financial year saw Epistem continue  
to build on last year’s outstanding performance. 
The year’s results include an impressive 92% increase  
in year-on-year turnover and a maiden after tax profit  
for the company.
Directors
David Evans
Matthew Walls
Prof. Chris Potten
Catherine Booth
Gerard Brady
Roger Lloyd
Jeffrey Moore
Robert Nolan
John Rylands
Company Secretary
John Rylands
Registered Office
48 Grafton Street
Manchester M13 9XX
United Kingdom
Registrars
Neville Registrars Limited
18 Laurel Lane
Halesowen B63 3DA
Principal Banker
Natwest Commercial Banking
1 Spinningfields Square
Deansgate
Manchester M3 3AP
Nominated Adviser and Broker
Piper Jaffray Limited
One South Place
London EC2M 2RB
Auditors
HW Chartered Accountants
Bridge House
Ashley Road
Hale
Altrincham
Cheshire WA14 2UT
Legal Advisers
McGrigors LLP
Princes Exchange
1 Earl Grey Street
Edinburgh EH3 9AQ
Other Adviser
Zeus Capital Limited
3 Ralli Courts
West Riverside
Manchester M3 5FT
Epistem Plc
48 Grafton Street
Manchester M13 9XX 
United Kingdom
T +44 (0)161 606 7258
F +44 (0)161 606 7348
www.epistem.co.uk Business Overview
Epistem Holdings Plc Annual Report 2009  1  
Epistem is a biotechnology company 
commercialising its expertise in 
epithelial stem cells in the areas of 
oncology, gastrointestinal disease, 
dermatology and ageing
Every person develops from one cell – the fertilised egg. In the early stages of development, 
stem cells differentiate and become committed to generating a specific tissue or organ. 
Adult stem cells remain capable of regenerating tissue in our organs throughout our lives.
As we get older, the ability of stem cells to regenerate new cellular tissue diminishes, leading 
to tissue ageing and disease.
Epistem is focused on understanding how cells function and are controlled, so that we can 
identify new drug therapies to address the major diseases of oncology, gastrointestinal 
disease, dermatology and ageing.
Contents
Business Overview
Introductory Highlights IFC
What We Do 2
Epistem: Contract Research Services 4
Epistem: Biomarker 6
Epistem: Novel Therapies 8
Our Business and Strategy 10
Review of the Year
Strength in Depth 12
Chairman’s Statement 14
Chief Executive’s Review 16
Governance
Board of Directors  20
Directors’ Report 22
Directors’ Remuneration Report 24
Corporate Governance Report 27
Independent Auditors’ Report 28
Accounts
Consolidated Income Statement 30
Consolidated Statement of Changes in Equity 31
Consolidated Balance Sheet 32
Consolidated Statement of Cash Flows 33
Notes to the Financial Statements 34
Company Balance Sheet 51
Company Statement of Changes in Equity 52
Company Statement of Cash Flows 53
Notes to the Company Financial Statements 54
Directors, Secretary and Advisers  IBC
Welcome 2  Epistem Holdings Plc Annual Report 2009
Scientific research services, 
clinical biomarkers and innovative 
therapeutics for drug development   
Contract Research Services provide specialised preclinical 
efficacy primarily for drug development companies on a ‘fee 
for service’ basis. The division is growing strongly and is cash 
generative and profitable. Our Contract Research Services group 
has a well established record of providing a specialist range of 
testing services to major pharmaceutical and biotechnology 
companies globally.
We assist companies with preclinical development of their drug 
therapies to treat epithelial diseases including:
Cancer •	
Mucositis (cancer supportive care) •	
Inflammatory bowel disease •	
UV-induced skin damage •	
Wound healing •	
Skin and hair disorders •	
Epistem’s Biomarker division has developed an innovative, 
minimally invasive biomarker test for pharmaceutical companies 
developing new drugs. It is initially being applied in the area of 
oncology. Under the brand name ‘GenetRx
TM
’ the technology 
identifies drug-induced gene expression change relating to 
treatment with an oncology drug. The technology is now being 
unfolded across top-tier pharmaceutical and biotechnology 
companies. Following the creation of the Biomarker division last 
year, the Biomarker division generated its first standalone profit 
during the year. 
GenetRx
TM
 leverages the Company’s knowledge of the behaviour 
of epithelial stem cells and high resolution gene expression 
techniques to accurately measure drug effects during treatment.
Epistem is discovering key regulators (proteins) of epithelial cells 
and developing therapeutics to control cell production, initially 
targeting the areas of oncology and inflammatory bowel disease. 
With over 80% of adult cancers arising from epithelial tissues, the 
Company believes that applying its understanding of the behaviour 
of stem cells and cell production will identify new targets and 
pathways for drug development. 
During the year the Novel Therapies division announced its first 
Regenerative Medicine collaboration with Novartis. The Novartis 
collaboration is focused on identifying the key regulators of stem 
cells and epithelial cell production. The division is applying its 
proprietary discovery screening models and efficacy techniques to 
identify and develop key regulator proteins, their targets and related 
molecular pathways. The Novel Therapies division is focused on 
identifying new drug leads across major epithelial diseases and will 
continue to expand its technology and intellectual property portfolio 
to enhance future collaboration opportunities. 
Novel Therapies  (page 8) Contract Research Services  (page 4) 
Biomarker  (page 6)
What We Do Business Overview
Epistem Holdings Plc Annual Report 2009  3  
Life-long Tissue Renewal Explained
Epithelial stem cells
Epithelial stem cells are rare cells which represent the ‘building blocks’ of tissue 
growth and renewal. Stem cells are essential for tissue repair, since they are 
responsible for replacement of all cells.
Expertise
Epistem is applying its know-how and expertise to identify genes and proteins 
responsible for controlling cell production to develop drugs to treat cancer and 
other epithelial disease.
Vision
Epistem’s vision is to control stem cells with its emerging protein therapeutics 
to prevent, treat or cure health and life-threatening disease. 4  Epistem Holdings Plc Annual Report 2009
20% growth in year-on-year revenues
The Contract Services division provides models which measure the 
preclinical efficacy of therapeutics in the disease areas of oncology, 
oncology supportive care (mucositis), inflammatory bowel disease 
and dermatology. Each of these areas has experienced solid growth 
of over the past year. 
The division continues to see strong demand for its specialised 
drug efficacy and ‘mechanism of action’ models especially around 
oncology and mucositis. The division has extended its client list 
further and despite the challenging economic conditions saw a 20% 
year-on-year growth for its ‘fee for service’ partnering model.
Biodefence 
Our collaboration with the US National Institutes of Health (NIH) 
continued to expand around testing the efficacy of counter 
measures designed to address exposure to radiation or nuclear 
attack. The past year saw an expansion in the scope of the 
collaboration, with Epistem acting as the ‘gatekeeper’ for mucositis 
therapies. We anticipate that this contract will develop further and 
be followed by more comprehensive studies on selected drugs 
moving forward in development.
New service offerings
The division continues to target niche preclinical areas where our 
models are difficult to develop and replicate and where the quality of 
scientific input provides a significant barrier to entry. Following last 
year’s launch of new models in angiogenesis, inflammatory bowel 
disease and dermatology, this year has marked the establishment 
of these models with our client base. We continue to develop our 
understanding in the emerging science area of cancer stem cells 
to help identify targeted therapies. The weight of scientific support 
for the theory that cancer stem cells drive tumour growth continues 
to build and we are applying our knowledge of normal epithelial 
stem cells to abnormal cancer stem cells to further develop our 
understanding in this area. 
Inflammatory bowel disease
Increasing demand for our inflammatory bowel disease models 
has grown over the year. The Contract Research division 
comprises a comprehensive range of inflammatory bowel disease 
models incorporating target validation for Crohn’s disease and 
ulcerative colitis.
 
Outlook
A growing recognition of the Company’s expertise is now beginning 
to unfold. A strengthening forecast outlook linked to the central 
positioning of epithelial cells and their stem cell biology in oncology, 
inflammatory bowel disease and wound healing, has allowed the 
Contract Research Services Group to grow rapidly over the past 
year. With the further planned expansion of our service offerings and 
the need for greater interpretative support to the big pharmaceutical 
groups, we anticipate sustained growth in this division over the 
coming year. 
Contract Research Services Business Overview
Epistem Holdings Plc Annual Report 2009  5  
Highlights
Increased demand for oncology and mucositis service offerings •	
 Growth in US National Institutes of Health bio-defence programme •	
Strengthening recognition of science base •	
Contract Research Services turnover
£1.9m
£2.3m 2009
2008
+20%
Year-on-year sales growth 6  Epistem Holdings Plc Annual Report 2009
Biomarker
Maiden profit in first full year of trading
Biomarkers provide a measure of biological processes that can 
improve the precision with which we can guide drug development 
and disease treatment. Epistem’s Biomarker division has developed 
a biomarker technology now branded as GenetRx
TM
 to measure 
drug-induced change in gene expression (in molecular pathways that 
control the basic cellular functions of life) for drug development.
GenetRx
TM
 can be applied to small amounts of tissue, such as hair, 
skin, blood or a tissue biopsy. Demand has increased for its use 
as a minimally invasive hair biomarker, lending itself to easy clinical 
and patient application. Our platform leverages the Company’s 
understanding of the behaviour of epithelial stem cells and the 
changes in gene expression associated with these cells.
Hair biomarker
Epistem’s hair biomarker provides a proprietary, minimally invasive 
platform which is highly competitive with traditional biomarker 
sampling methods. Importantly, due to its epithelial origin we 
believe it is more closely aligned with and reflective of the cell biology 
of oncology and tumour specific targets, providing a significant 
advantage over blood or other platform approaches.
With the global biomarker market estimated to be USD$20Billion by 
2014 and growing at a cumulative average growth rate of 20% per 
annum our biomarker technology is well placed in the field of oncology 
drug discovery and development. The oncology clinical biomarker 
market represents one of the largest segments of biomarkers in terms 
of revenue. Regulatory demands of the FDA and National Institutes 
of Health continues to drive the need for biomarkers to confirm tissue 
exposure and accelerate the development of targeted therapies. 
Development 
In its first full year of trading, the biomarker group has developed 
a comprehensive protocol to guide the preclinical and clinical 
development of oncology biomarkers, helping to translate and 
measure the pharmacodynamic characteristics of a drug. This 
includes drug exposure (whether the drug is accessing the diseased 
tissue), dosage and dose scheduling (the dose required and duration 
of treatment for it to be effective). Our preclinical developments to date 
have successfully measured drug-induced gene expression change, 
the next phase being to translate and link this to the tumour through 
clinical trials.
Collaborations  
We continue to build on and extend our biomarker client relationships 
with the major drug development companies. This approach 
underpinned a significant increase in our revenues over the year 
and allowed us to identify and develop our first drug-induced gene 
expression biomarkers. Collaborative development continues with 
these companies to widen our biomarker take-up and to bolster our 
growth. Our focus remains to identify biomarkers which correlate with 
drug effect and tumour inhibition in a preclinical and clinical setting. 
Outlook 
The forthcoming year will continue to build and accelerate the growth 
of our biomarker platform. We will raise the profile of GenetRx
TM
 
via publications and through our partnership announcements and 
developments in relation to our client specific biomarker programmes. 
We anticipate continuing revenue growth over the coming year. Business Overview
Epistem Holdings Plc Annual Report 2009  7  
First clinical studies now commencing using biomarker technology •	
Launch of proprietary GenetRx •	
TM
 brand
 Unfolding biomarker technology across top-tier pharmaceutical groups •	
Maiden divisional profit •	
Biomarker  turnover
£0.2m
£0.7m 2009
2008
Highlights 8  Epistem Holdings Plc Annual Report 2009
Our Novel Therapies division is discovering the body’s own key 
regulators (associated with genes, molecular pathways and proteins) 
of epithelial stem cells and tissues. Protein regulators are largely 
unknown because of the difficulties in accessing and evaluating 
their regulation in epithelial tissue. The key protein regulators are 
responsible for restoring damaged tissue and maintaining ‘life-long 
tissue renewal’ throughout our lives. 
The division is focused on identifying the key regulators of cells in the 
disease areas of unmet medical need including cancer (based on 80% 
of cancer originating from epithelial tissue), gastrointestinal disease 
and wound healing.
Novartis collaboration
During the year we entered into our first drug discovery collaboration 
with Novartis AG. Under the terms of the agreement Epistem will 
collaborate with Novartis to identify and develop the body’s own 
key regulators. Using the Epistem discovery platform, we have 
already identified an emerging group of regulators which we are now 
validating and testing using our proprietary preclinical efficacy models. 
Our collaboration with Novartis is progressing well with several 
programmes underway to identify and developing our regenerative 
therapeutic leads.
   
Partnerships 
Outside of the Novartis collaboration, interest continues to grow 
around our core biology, integrated molecular pathway understanding 
and drug discovery. Our integrated knowledge of the behaviour of 
adult epithelial cells has enabled us to begin to build a comprehensive 
understanding of the key regulators of cell proliferation, differentiation, 
cell death and self-renewal. Epistem will maintain this lead position 
by focusing on understanding the detailed ‘mechanism of action’ 
which epithelial stem cells play in tissue renewal and cell generation. 
In addition we will also develop our understanding of cell-to-cell 
relationships which take place within tissues and the ‘normal versus 
abnormal’ role which cells play in disease management.  
We will continue to evaluate our other drug discovery opportunities 
with major industry players over the coming year to identify new 
lead developments and to expand our discovery and early stage 
development platform. 
The past year has marked a significant turning point in the division’s 
development as we work to develop and out-license our own 
proprietary therapeutic leads. 
Outlook
The identification of the body’s key regulators, their targets and new 
drug agents is our main focus. With increased interest in our novel 
and proprietary drug discoveries, we feel that our deep scientific 
expertise in cell biology and molecular pathways has enabled us 
to craft a powerful discovery platform with emerging leads for 
regenerative medicine novel therapies. 
Announcement of first discovery  
and development collaboration  
in regenerative medicine 
Novel Therapies Business Overview
Epistem Holdings Plc Annual Report 2009  9  
Highlights
Collaboration with Novartis AG •	
Discovering and developing leads targeting cancer (oncology) and •	
gastrointestinal disease
Building intellectual property in identified regulators of epithelial cells •	
Novel Therapies turnover
£0m £0.0m
£1.0m 2009
2008
£1 .0m
Turnover A strengthening business model 
based on sustaining future growth
Epistem has an unrivalled knowledge 
of epithelial tissue behaviour and an 
extensive array of stem cell assays, which 
is increasingly a key consideration in the 
development of new epithelial drugs 
Future Strategy
10  Epistem Holdings Plc Annual Report 2009
Our Business and Strategy
Specialised efficacy testing in
•  Oncology
• Mucositis
Preclinical Phase 1 Phase 3 Phase 2
Clinical 
Partnering and licensing programmes 
Fee for service, partnering and 
licensing programmes
Discovery
Discovery leads and 
characterisation
Preclinical and clinical 
development programmes
Fee for service
Contract 
Research Services
Novel Therapies
Biomarker
•  Inflammatory bowel disease
• Dermatology Business Overview
Epistem Holdings Plc Annual Report 2009  11  
Combined business model
Epistem’s combined business model and strategy has now yielded a profitable and 
growing business across each of our three business divisions. The Contract 
Research Services business has established robust relationships with pharmaceutical 
and biotechnology leaders worldwide and these relationships and our wide-ranging 
stem cell services have provided the basis for partnering strategies for our emerging 
Novel Therapies and Biomarker businesses.
Partnering programme
Our Novel Therapies division has now entered its first collaboration. Partnership 
discussions with other pharmaceutical and biotechnology groups to integrate 
emerging leads will be a growing feature of our therapeutic discovery and 
development programme.
Licensing opportunities
The strength of our discovery platform underpinning the Company’s Novel Therapies 
division continues to grow and this is partly reflected in the significant number of 
potential drug candidates which the Company has now identified. These candidates 
are undergoing development as key regulators, which will drive Epistem’s emerging 
drug development pipeline. 
Epistem’s clinical biomarker technology continues to rapidly expand. We will maintain 
and protect our strong intellectual property position in this area and develop our 
deepening understanding of the key oncology pathways on which the Biomarker 
division focus.     
Strategic goals:
Growth: We expect to deliver sustained 
revenue growth and increased visibility and 
awareness of the Company and its 
achievements over the forthcoming year. 
Technical: We will continue to exploit our 
core stem cell expertise and build industry 
recognition around our stem cell science and 
gene expression technology. We will advance 
new product developments, biomarker 
partnerships and therapeutic leads to underpin 
our continued commercial success.
Financial: Continued revenue growth over 
the coming year is anticipated with accelerated 
commercial delivery across all of our divisions. 
Our combined business model will continue 
to strengthen and our portfolio strength will 
enable us to accelerate investment across the 
Group and consider acquisition opportunities 
where appropriate.   
Investor: Continued development across each 
of our business divisions offers an increasingly 
attractive investment opportunity for both our 
existing and new investors. The impressive 
revenue growth across each of our divisions 
alongside increasing forecast revenues and 
growing profitability demarks Epistem as an 
exciting growth stock with significant 
potential upside. 12  Epistem Holdings Plc Annual Report 2009
Strength in Depth
Financial Highlights
Year-on-year sales up 92% to £4.0m •	
Contract Research Services 20% sales growth to £2.3m •	
Biomarker sales of £0.7m and maiden divisional profit •	
Announcement of Regenerative Medicine collaboration with Novartis AG •	
Maiden Group profit and positive Earnings Per Share •	
Strengthened cash balance with improved trading outlook •	
Epistem’s business development  
and investment in core research  
and services will maintain its industry 
leading position and further underpin 
ongoing high rates of growth
The 2008/09 financial year saw Epistem 
continue its high growth rate with year on  
year sales up 92%. The Company is now 
profitable with strong cash reserves and  
powerful investor support for the next 
phase of growth   Review of the Year
Epistem Holdings Plc Annual Report 2009  13  
Market dynamics
Despite the downturn in the markets, Epistem’s specialist service and product  
offerings were not noticeably affected by the slow-down in the world-wide economy  
over the past year. The Company intends to continue to strengthen its diversified 
business model and drive organic growth and cash generation.  
£4.0m
£2.1m
2009
2008
Group revenues
£4.0m
2009 Against a challenging economic background, 
Epistem’s year on year consolidated revenues 
increased 92% to £4.0m. Each division recorded 
increased revenues over the previous year. Territory 
revenues were split US 63%, EU 19% and UK 17%.  
£2.3m
2009 The CRO division reports sales of £2.3m, a 20% 
increase over the previous year. The division saw 
increased demand for its oncology and mucositis 
service offerings along with expansion in the US NIH 
biodefence contract.  
Contract Research Services revenues
£2.3m 2009
£1.9m 2008
£0.7 m
2009 In its first full year of operation Biomarkers reported 
a significant increase in revenues and its maiden 
operating profit. The Biomarker division is continuing 
to build new relationships with top-tier pharmaceutical 
customers.  
Biomarker revenues  
£0.7m 2009
£0.2m 2008
£2.2m
2009 Investment in our Novel Therapies drug discovery and 
development programme accounted for £1.1m of the 
2009 reported figure with the remaining £1.1m relating 
to central business overheads and administrative 
operating costs. 
£2.2m
£2.0m
2009
2008
Discovery, development and admin 
£0.1 m
2009
£3.7 m
2009
Improved trading throughout the year and the benefit 
of a £0.7m of previous year’s tax loss credit enabled 
the Company to report its maiden profit and positive 
earnings per share (EPS). 
Cash reserves were strengthened over the year by 
improved trading and the cash receipts from the Novel 
Therapies collaboration with Novartis AG. 
Profit (loss) for the financial year 
Cash reserves 
£0.1m
£3.7m
2009
2009
£(1.1)m
£2.1m
2008
2008 14  Epistem Holdings Plc Annual Report 2009
‘An exceptional year in challenging times’ 
Dear Shareholder, 
I am delighted to report a number of significant achievements and a 
continuing improvement in the Epistem results for the year ended 
30 June 2009. 
Despite uncertain market and trading conditions Epistem has enjoyed 
another exceptional year in challenging times.  
Results 
Further details of the results for the period are covered in the Chief 
Executive’s Review, but operationally and financially the year to 30 
June 2009 saw the Company increase revenues by 92% to £4.0m 
(2008: £2.1m) with a Group loss on ordinary activities before taxation 
of £0.7m (2008: Loss £1.3m). Based on future profitability and the 
benefit of the prior year losses’ tax credit, the Company generated its 
first after tax profit of £0.1m (2008: Loss £1.2m). Cash reserves were 
£3.7m (2008: £2.1m). 
David Evans 
Non-executive Chairman
Chairman’s Statement Review of the Year
Epistem Holdings Plc Annual Report 2009  15  
During the year the Company continued to make significant progress 
across each of its divisions: 
Contract Research Services revenues grew by 20% to £2.3m •	
(2008: £1.9m). The growth was supported by the continuing 
expansion of our US government bio-defence contract and 
the launch of new service offerings. Whilst the financial market 
uncertainties caused some disruption over the year, the 
division moved carefully through this period, with firmer trading 
experienced over the second half.        
In its first full year of operation following the successful share •	
placing in 2007, Biomarker revenues grew to £0.7m (2008: 
£0.2m) to record a first operating profit for the division. We 
anticipate further growth in this division over the forthcoming year.
The Novel Therapies division announced its first research and •	
development collaboration with Swiss based Novartis AG. The 
Regenerative Medicine collaboration is targeted at identifying new 
drug targets and therapeutics across a variety of epithelial disease 
areas. Under the terms of the agreement, Novartis has paid 
Epistem an upfront cash payment and provide research funding. 
If leads are commercialised, Epistem is eligible to receive tiered 
royalties on worldwide sales.
Strengthened investor relations and communications have further •	
advanced the visibility of the Company and we retain a close 
relationship with our investors to ensure they are kept informed 
of progress. This close communication has maintained strong 
growth in the share price performance over the period. In the light 
of our anticipated future growth we will continue to build on our 
investor communications. 
The Company also reports its first positive earnings per share. •	
Outlook
Epistem is transforming itself into a diverse, technology leading and 
profitable biotechnology group underpinned by strong growth. Despite 
the difficult to judge market and trading conditions, the outlook for 
Epistem is increasingly positive, although we remain vigilant around 
our future strategy. 
Each of our divisional businesses is establishing itself in a rapidly 
changing biotechnology/companion biomarker segment. Despite 
tough market conditions, the profitable Contract Research Services 
division has performed well with the Biomarker division also profitable 
and growing, providing further support for our forecast outlook. With 
the Novel Therapies first drug discovery collaboration now in place 
with one of the largest pharmaceutical companies in the world, we 
anticipate rapid advancement of our drug discovery and development 
programme and acceleration of identified leads. Epistem is positioning 
itself as a world leader in therapeutic discovery in the field of epithelial 
stem cell regulation and control. With industry awareness and visibility 
of our technology still growing we expect to see the Company 
advance further over the coming year. 
Finally, I would like to thank the Board and our employees for their 
effort and commitment in driving Epistem’s progress over the past 
year, as well as our investors whose valued support has provided 
a stable platform for our continued growth. 
David Evans 
Non-executive Chairman
23 October 2009 16  Epistem Holdings Plc Annual Report 2009
Chief Executive’s Review
‘Strengthening fundamentals for future growth’ 
Dear Shareholder,
I am delighted to present the third Annual Report for the Company 
following its admission to AIM in April 2007. 
Whilst economic and trading conditions were difficult throughout 
the year Epistem continued to make excellent progress in building 
itself into a globally recognised drug discovery and early stage 
development company.    
The financial results for the Group presented in this report have 
been prepared using merger accounting, reflecting the results for 
the Group’s sole trading subsidiary for the year to 30 June 2009 and 
for the comparative period to 30 June 2008. Please note that the 
previous year comparison figures (shown in brackets) have been 
restated where appropriate to reflect the introduction of the new 
Biomarker division. 
Headline progress over the year included;
Year-on-year net sales growth up 92%. •	
The Company reports its maiden profit and positive earnings  •	
per share.
Contract Research Services sales increased by 20% over the •	
previous year.
Strong Biomarker sales giving rise to a maiden divisional profit •	
Novel Therapies division announces its first major collaboration •	
with Novartis AG in the field of Regenerative Medicine.
A strengthened cash balance of £3.7m and improved  •	
trading outlook.
Integrated business model
The Company has made strong progress over the year, with 
each division now moving into profitability. The establishment of 
independent divisional profitability enables the creation a powerful risk-
reduced business model seldom seen in the biotechnology sector. 
Epistem provides a profitable and growing business model whilst 
offering significant upside potential from our growing Biomarker and 
Novel Therapies divisions. We will continue to enhance and exploit our 
integrated core competence in epithelial cell biology whilst retaining 
commercial autonomy across each of our divisions. 
Matthew H Walls
Chief Executive Officer Review of the Year
Epistem Holdings Plc Annual Report 2009  17  
Financial review
The Company reports a turnover of £4.0m (2008: £2.1m) for the year 
ended 30 June 2009. Revenues were underpinned by the Contract 
Research Services division, which delivered sales of £2.3m (2008: 
£1.9m) a 20% year-on-year growth. In its first full year of trading, 
the Biomarker division saw sales increase significantly to £0.7m 
(2008: £0.2m). The Novel Therapies division also reported increased 
sales of £1.0m (2008: £0.0m), resulting from the recently announced 
collaboration with Novartis AG. 
Consolidated territory revenues were split US 63% (41%), EU 19% 
(31%) and UK 17% (28%), the US territory figures strengthened by our 
NIH and Novartis collaborations. 
The sales growth in Contract Research Services delivered a modest 
increase in operating profit up to £0.6m (2008: £0.5m). The Biomarker 
sales growth enabled the division to report a maiden operating profit. 
Novel Therapies reported a small operating loss of £0.2m (2008: Loss 
£0.9m). Central administration cost increased by £0.2m to £1.1m 
(2008: £0.9m) primarily due to increased staff costs and 
professional fees. 
The Group reported profit for the year was £0.1m (2008: Loss £1.2m) 
with headcount in the company now at 45 (2008: 40).
Cash reserves at the end of the year were £3.7m (2008: £2.1m) 
benefiting from improved trading and collaboration income. 
Earnings per share were 1p per share (2008: Loss 17p). 
Against a backdrop of uncertain market conditions, the strengthening 
Epistem trading position translated into a significant share price 
increase over the year. Clear investor communication of the 
Company’s strategy and performance remains a key element of our 
success and we will continue to strengthen communications as we 
embark upon our next phase of growth. 
The Company’s on site audit was completed in October 2009 by HW 
Chartered Accountants, and their Audit report will be included in the 
Annual Report.
Operating review
Contract Research Services
Over the financial year, Contract Research Services delivered a 20% 
year-on-year growth in revenue under difficult market conditions. 
Despite these conditions, our specialist service offerings provided 
a robust defence against the market weakness with a noticeable 
increase in revenues from the larger pharmaceutical groups partnering 
with Epistem for their preclinical and discovery research services.
Revenue growth increased across each of our territories with our 
oncology and mucositis areas showing greatest gain. Both our new 
client relationships and aggregate contract values also increased 
over the year. 
 
Our collaboration with the US National Institutes of Health’s 
biodefence programme continues to expand. Epistem is a main 
provider of tests for agents which may treat radiation sickness 
following a nuclear incident. Inflammatory bowel disease and 
immunohistochemistry models also made good progress over 
the year. 
With the second half of the year returning to a more settled trading 
position we saw a further uplift in demand for our services. Our focus 
on specialist testing of preclinical drug compounds in our core disease 
areas continues to provide an attractive business model from which 
we anticipate further growth over the coming year.
Biomarker 
Reporting separately from the Contract Research Services division 
for the first time this year, our oncology Biomarker business enjoyed 
strong growth to report a small maiden operating profit. Under the 
recently launched brand GenetRx
TM
, the hair biomarker platform 
provides a pharmacodynamic (PD) measure of drug-induced gene 
expression for use in pre-clinical and clinical studies. Continued 
development of our biomarker platform through partnerships with 
major pharmaceutical industry players will enable us to create 
an effective ‘companion PD biomarker’ to complement drug 
development from discovery through to market.     18  Epistem Holdings Plc Annual Report 2009
Chief Executive’s Review
‘Building shareholder value by providing a high 
margin, diverse and rapidly growing portfolio 
of world class technologies’
With new drug development increasingly targeting specific oncology 
genes (oncogenes) in molecular pathways, demand for our biomarker 
platform is being driven by regulatory authority requirements to show 
that developmental drugs are effectively targeting these oncogenes 
and molecular pathways. With 80% of adult cancers derived from the 
epithelium, our highly sensitive biomarker platform has a significant 
potential to identify oncology biomarkers over other traditional 
biomarker methods.
Early technical and development risks around the platform are now 
much reduced and further validation has been completed with several 
large pharmaceutical groups including AstraZeneca and Johnson 
& Johnson. With the global biomarker market forecast to grow 
considerably over the next few years driven by industry and regulatory 
needs our biomarker is positioned to capitalise on this market growth. 
Increased visibility and roll out of our proprietary platform through 
presentation and scientific abstracts at the key oncology conferences 
will further strengthen growth of our biomarker over the coming year. 
Novel Therapies
The announcement in March 2009 of the research and development 
collaboration with Novartis signalled Epistem’s first collaboration in 
drug discovery. Under the terms of the agreement, Novartis have paid 
Epistem an upfront cash payment of $4.0m and will provide research 
funding for 2 years. Novartis has an option to exclusively license 
targets for development of biotherapeutic products in exchange for 
license fees, milestone payments and royalties. For each product 
developed from targets licensed under the agreement, Epistem is 
eligible to receive up to $45.0 million in milestones. Furthermore, if 
leads are commercialized Epistem is eligible to receive tiered royalties 
on worldwide sales. Our collaboration with Novartis is progressing 
well with several programmes engaged in identifying and developing 
therapeutic leads across a variety of disease areas.  
Outside of the Novartis collaboration, there is a growing interest in 
our drug discovery platform and the role epithelial stem cells play 
in the mechanisms of tissue renewal and cell generation. Increased 
awareness of the body’s own key soluble regulators of epithelial cells 
and the ‘normal versus abnormal’ role which epithelial cells play in 
disease management is also strengthening collaborative interest with 
the Company. 
We will continue to evaluate our other drug discovery opportunities 
with the major industry players over the coming year to identify new 
lead developments and to expand our lead discovery and early stage 
development platform. 
Current trading and outlook
Epistem is transforming itself into a diversified, technology leading 
and profitable group with sustainable growth. The past year has seen 
strong operational and financial development across each of our 
divisions and the establishment of each division as an independent 
and maturing business model in its own right. 
Trading in the first three months of the new financial year continues to 
build with revenues 20% ahead of the comparative period last year. 
The next phase of Epistem growth will continue to build on and 
firmly establish each of our divisional operations. We will continue 
to supplement our management team with world class, innovative 
individuals who fit with the culture and dynamism of the Company. 
We will also build on our corporate and board strength and 
supplement our scientific advisory board and advisory committees 
as appropriate.
Shareholder interest and support has been exceptional over the 
year and we will ensure that our ongoing investor communications 
continue to grow this relationship.  Review of the Year
Epistem Holdings Plc Annual Report 2009  19  
Our recognised and experienced management team and 
strengthening operational and financial position confirms our belief 
that the year ahead will continue to generate substantial increases 
in our forecast revenues and growth ambition. In addition we will 
selectively consider complementary technology acquisitions and 
in-licensing where appropriate. We are not complacent about the 
task ahead and we remain vigilant in our outlook. 
Our ambition remains firmly fixed on building shareholder value by 
providing a high margin, diverse and rapidly growing portfolio of world 
class technologies.  
I would like to thank the Board, management and employees for their 
outstanding performance over the past year. I would also like to thank 
our investors for their continued close support and interest in our 
exciting and rapidly growing Company. 
Matthew H Walls
Chief Executive Officer
23 October 2009 20  Epistem Holdings Plc Annual Report 2009
Board of Directors
1. David Evans (49)
Non-executive Chairman
David joined Epistem as a Non-executive Director in June 2005
and became Executive Chairman in March 2006 until the flotation in
April 2007, when he reverted to a Non-executive position. David, 
a qualified accountant, has many years’ experience both as an 
executive and as a non-executive of publicly listed diagnostic and
life science companies. In addition to his chairmanship of Epistem,
he is currently Non-executive Chairman of the following AIM listed
companies: Immunodiagnostic System Holdings plc and Omega
Diagnostics Group plc.
2. Matthew Walls (45)
Chief Executive Officer
Matthew joined Epistem in February 2007 as Chief Executive Officer.
He is an experienced CEO, most recently with Oxford Biosignals
Limited, where he led the strategic collaboration with Rolls Royce Plc
and Covance Inc. Matthew spent the early part of his career with ICI
Plc, progressing through to AstraZeneca Plc prior to its plant crop
biotechnology group merger with Novartis to form Syngenta Plc.
Matthew has led the growth of several technology and biotechnology
companies as CEO, including Internexus Limited and Zylepsis Limited.
He holds a non-executive post at Continum Limited and Riyada
Oxford Investments Limited and is a chartered accountant and a
member of CIMA.
3. John Rylands (54)
Financial Director
John originally joined Epistem as an investor and Non-executive 
Director, and in 2005, took over his current role. John provided 
corporate finance advice to private companies before joining Epistem. 
Until 1999 he was an investor in and consultant to the SDS group 
of companies. John holds a degree in Economics and Accountancy 
from Manchester University and is a member of ICAEW.
4. Jeffrey Moore, Ph.D. (50)
Managing Director, Novel Therapies
Jeffrey joined Epistem in 2005 in his current role. Prior to joining 
Epistem he had been at Phylogix, a US biotechnology company 
which he founded in 1998. Jeff has held two postdoctoral fellowships, 
at DNAX Research Institute of Molecular and Cellular Biology Inc 
and the Walter and Eliza Hall Institute of Medical Research, following 
which he joined Imclone Systems Inc. Throughout his career, Jeffrey 
has kept a strong interest in stem cell regulation and identifying the 
potential commercial application of these factors. He holds a Ph.D. 
from George Washington University.
1
2
3
4 Governance
Epistem Holdings Plc Annual Report 2009  21  
5. Prof. Chris Potten (68)
Chief Scientific Adviser
Chris is a co-founder of Epistem and the Company capitalises on the 
results of the research that was produced by him and his team at the 
Paterson Institute over the past three decades. Chris acts as Chief 
Scientific Adviser to the Company, although he does not participate in 
the day-to-day management of the Company. Chris retains a strong 
interest in the progress and success of the Company and prior to 
Epistem’s AIM listing was its biggest individual shareholder.
6. Catherine Booth, Ph.D. (44)
Managing Director, Contract Research Services
Catherine is a co-founder of Epistem and prior to starting Epistem 
she worked for ten years with Prof. Chris Potten at the Paterson 
Institute. Whilst at the Paterson Institute she developed many pre-
clinical assays. This knowledge is at the core of the Epistem Contract 
Research Service. Catherine received her Ph.D. from Emmanuel 
College, University of Cambridge.
7. Gerard Brady, Ph.D. (53)
Research Director
Gerard joined Epistem shortly after its inception from Manchester 
University, where he was a lecturer, and was previously a Zeneca 
Fellow. He brought with him important technological expertise gained 
through working on blood stem cells. Of particular importance to 
Epistem is his expertise in single cell gene analysis, which enables the 
examination of rare cells such as stem cells. Gerard previously held 
scientific positions in Canada and at EMBL, Heidelberg.
8. Robert Nolan, Ph.D. (66)
Non-executive Director
Robert has been a Non-executive Director of the Company since 
2004. He brings with him a wealth of expertise in partnering and 
licensing negotiations with both small biotechnology and large 
pharmaceutical companies. Prior to his retirement he was Director, 
Global Licensing, at AstraZeneca. He is also a Non-executive Director 
of Phico Therapeutics Ltd.
9. Roger Lloyd, Ph.D. (61)
Non-executive Director
Trained as a biochemist, Roger has almost 35 years experience in 
the healthcare and biotechnology sector, particularly in the areas of 
strategic planning and business development. International business 
management with ICI and AstraZeneca included living and working in 
the US and Germany, and having territorial responsibilities for Europe, 
Japan, Korea, Mexico and the Middle East. As Executive Director 
of Global Licensing at AstraZeneca he personally completed 24 
transactions, including strategic alliances with Abgenix and CAT, and 
acquisitions of KuDOS Pharmaceuticals and CAT. He operates as a 
Board Adviser in the Biotech sector.
5
6
7 9
8 22  Epistem Holdings Plc Annual Report 2009
For the year ended 30 June 2009
Directors’ Report
The Directors present their report for Epistem Holdings Plc (‘the Company’) and its subsidiaries (together ‘Epistem’ or ‘the Group’) for the year 
ended 30 June 2009.  
Principal activities and review of the business
The principal activity of the Group during the year was the provision of services to the biotechnology and pharmaceutical industries, covering 
preclinical testing and gene biomarker services and the development of novel therapeutics for partner companies. The trading activities of the 
Group are currently undertaken in the subsidiary undertaking and a detailed overview of these activities is outlined in the Business Overview 
on the inside front cover to page 11 of this report.
A review of the business during the year which summarises overall progress, research and development and Key Performance Indicators, as 
well as risks and developments is detailed in the Business Overview and Review of the Year on the inside front cover to page 19 of this report.
Results and dividends
The trading results for the year and the Group’s financial position at the end of the financial year are shown in the financial statements on pages 
30-55 of this report.
The Directors do not recommend payment of a final dividend.
Going concern
After due consideration, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational 
existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts.
Directors and their interests in shares
The Directors of the Company who held office throughout the year, unless otherwise stated, and their interests in the share capital of the 
Company, including family and pension scheme trust interests, were as follows:
     1 July 2008 30 June 2009
David Evans     80,645 80,645
Chris Potten     919,320 919,320
Catherine Booth     980,000 980,419
Gerard Brady     – 419
Roger Lloyd     – –
Jeffrey Moore     14,500 14,919
Robert Nolan     8,065 8,065
John Rylands     189,898 190,317
Matthew Walls     5,645 6,064
Significant shareholdings
In addition to the Directors’ holdings, the Company has been advised of the following interests of over 3% of the issued ordinary shares:
     Ordinary Percentage 
     shares holding
Managed by Calculus Capital Ltd     948,908 13.1%
Helium Special Situations Fund     670,503 9.3%
Octopus Investments     364,300 5.0%
Northwest Business Investment Scheme     294,780 4.1%
Rensburg Sheppards     240,940 3.3%
Jonathan Moulton     235,925 3.3% Governance
Epistem Holdings Plc Annual Report 2009  23  
For the year ended 30 June 2009
Directors’ Report
Policy on payments to suppliers
It is the policy of the Company in respect of all of its suppliers, where reasonably practicable, to settle the terms of payment with those suppliers 
when agreeing the terms of each transaction, to ensure that those suppliers are made aware of the terms of payment, and to abide by those 
terms. The Group has complied with this policy during the year. The average number of creditor days for the Group was 66 (2008: 69) based  
on the average daily amount invoiced by suppliers during the year.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report, the Directors’ Remuneration Report and the financial statements in accordance 
with applicable law and International Financial Reporting Standards (‘IFRSs’) as adopted by the European Union.
The Directors are responsible for preparing financial statements for each financial year which give a true and fair view, in accordance with IFRSs 
as adopted by the European Union, of the state of affairs of the Company and the Group and of profit or loss of the Group for that year.
In preparing those financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently; •	
make suitable judgements and estimates that are reasonable and prudent; •	
state whether the financial statements comply with IFRSs as adopted by the European Union; and •	
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. •	
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and 
disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements 
comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and the Group and hence taking reasonable steps for the prevention and 
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s  
website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation  
in other jurisdictions.
Principal risks
The Board meets regularly to review operations and to discuss risk areas. The Corporate Governance Report contains details of the Group’s 
system of internal control. Details of the financial risks are disclosed in Note 19 to the financial statements.
Provision of information to auditors
So far as the Directors are aware, there is no relevant audit information of which the Company’s auditors are unaware and the Directors have 
taken all the steps that ought to have been taken as Directors in order to make themselves aware of any audit information and to establish that 
the Company’s auditors are aware of that information.
Auditors
HW Chartered Accountants have expressed their willingness to continue as auditors. A resolution to reappoint HW Chartered Accountants will 
be proposed at the Annual General Meeting.
Approved by the Board
H J J Rylands
Company Secretary
23 October 2009 24  Epistem Holdings Plc Annual Report 2009
For the year ended 30 June 2009
Directors’ Remuneration Report
Introduction
This report has been prepared in accordance with the requirements of Schedule 2 Pt1 to the Companies Act 2006 (‘the Schedule’) and also 
meets the relevant requirements of the Listing Rules of the Financial Services Authority and describes how the Board has applied the Principles 
of Good Governance relating to Directors’ Remuneration. In accordance with Section 439 of the Companies Act 2006 (‘the Act’), a resolution  
to approve the report will be proposed at the Annual General Meeting of the Company at which the financial statements are to be approved.
Section 495 of the Act requires the auditors to report to the Company’s members on the ‘auditable part’ of the Directors’ Remuneration Report 
and to state whether, in their opinion, that part of the report has been properly prepared in accordance with Part 3 of the Schedule. This report 
has therefore been divided into separate sections for audited and unaudited information.
Unaudited information
Remuneration policy
Executive remuneration packages are prudently designed to attract, motivate and retain Directors of the necessary calibre and to reward them 
for enhancing value to shareholders. The performance measurement of the Executive Directors and key members of senior management and 
the determination of their annual remuneration package is undertaken by the Remuneration Committee. The remuneration of the Non-executive 
Directors is determined by the Board within limits set out in the Articles of Association. 
Executive Directors are entitled to accept appointments outside the Company providing the Board’s permission is sought.
Non-executive Directors’ terms of engagement
The Non-executive Directors have specific terms of engagement. Their remuneration is determined by the Board. In the event that a Non-executive 
undertakes additional assignments for the Company, the Non-executive’ s fee will be agreed by the Company in respect of each assignment.
Audited information
Aggregate Directors’ remuneration
   Salary  2009 2008
   and fees Bonus total total
   £ £ £ £
Executive   
Catherine Booth   111,667 22,000 133,667 92,350
Gerard Brady   101,667 20,000 121,667 89,850
Jeffrey Moore   111,667 36,000 147,667 92,350
John Rylands   101,667 20,000 121,667 89,400
Matthew Walls   200,000 100,000 300,000 261,417
 
Non-executive
David Evans   25,000 - 25,000 24,000
Chris Potten   61,029 3,000 64,029 51,441
Roger Lloyd   24,000 – 24,000 12,000
Robert Nolan   24,000 – 24,000 12,000
    760,697 201,000 961,697 724,808 For the year ended 30 June 2009
Directors’ Remuneration Report
Directors’ share options
Details of the options for directors who served during the year are as follows:
 As at Options As at Exercise  Earliest
 1 July 2008 granted 30 June 2009 price  exercise date  Expiry date
Executive
Catherine Booth
 (2)
 15,528 – 15,528 £1.20   Exit 09/01/2016
Gerard Brady
 (2)
 88,800 – 88,800 £0.50   Exit 06/01/2012
Gerard Brady
 (2)
 3,200 – 3,200 £0.75   Exit 30/03/2013
Gerard Brady
 (2)
 2,200 – 2,200 £0.75   Exit 06/04/2013
Gerard Brady
 (2)
 1,800 – 1,800 £0.75   Exit 20/07/2014
Gerard Brady
 (2)
 24,224 – 24,224 £1.20   Exit 24/11/2015
Gerard Brady
 (2)
 12,653 – 12,653 £1.67   Exit 27/07/2017
Gerard Brady
 (4)
 57,727 – 57,727 £1.60  15/10/2010  15/10/2017
Jeffrey Moore
 (3)
 83,333 – 83,333 £1.20  04/04/2007  09/01/2016
Jeffrey Moore
 (1)
 100,000 – 100,000 £1.20  04/04/2007  09/01/2016
Jeffrey Moore
 (1)
 83,333 – 83,333 £1.20  01/09/2007  09/01/2016
Jeffrey Moore
 (1)
 83,333 – 83,333 £1.20  01/09/2008  09/01/2016
John Rylands
 (3)
 83,333 – 83,333 £1.20  04/04/2007  09/01/2016
John Rylands
 (1)
 127,847 – 127,847 £1.20  04/04/2007  09/01/2016
Matthew Walls
 (5)
 177,653 – 177,653 £1.24  31/10/2010  27/03/2017
Matthew Walls
 (6)
 80,644 – 80,644 £1.24  31/10/2010  27/03/2017
Non-executive
Chris Potten 
(2)
 15,528 – 15,528 £1.20  Exit  09/01/2016
David Evans
 (1)
 62,112 – 62,112 £1.20  04/04/2007  09/01/2016
Robert Nolan
 (1)
 78,000 – 78,000 £1.29  31/05/2005  30/03/2015
Robert Nolan
 (1)
 15,528 – 15,528 £1.20  10/01/2006  09/01/2016
1. Unapproved stand-alone agreement, no performance criteria.
2. EMI Company scheme, no performance criteria.
3. EMI stand-alone scheme, no performance criteria.
4.  EMI and Unapproved stand-alone scheme, with performance criteria which require the Board to determine whether certain identified 
technical developments have been completed.
5.  EMI and Unapproved stand-alone scheme, with performance criteria which allow the options to vest (i) when the audited accounts for  
the year ended 30 June 2010 become available and (ii) when the earnings per share of the financial year are a positive figure.
6. EMI stand-alone scheme, with performance criteria as detailed in (5) above.
Governance
Epistem Holdings Plc Annual Report 2009  25   For the year ended 30 June 2009
Directors’ Remuneration Report
Share Investment Plan 
The details of the Epistem Share Investment Plan are outlined in Note 19 (b) to the accounts. The Directors’ interests in the shares of the 
Company include shares acquired under the Share Investment Plan as follows:
    Cost of Total Total
  Partnership Matching Matching SIP Shares SIP Shares
  Shares Shares Shares 30 June 2009 30 June 2008
  No No £ No No
Catherine Booth  139 280 1,000 419 –
Gerard Brady  139 280 1,000 419 –
Jeffrey Moore  139 280 1,000 419 –
John Rylands  139 280 1,000 419 –
Matthew Walls  139 280 1,000 419 –
Approved by the Board
D E Evans
Chairman
23 October 2009
26  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Corporate Governance Report
The Group is subject to the continuing requirements of the AIM Rules and is committed to adhering to corporate governance standards 
appropriate for a company of its size. The Group follows the Quoted Companies Alliance guidelines and has Remuneration, Audit and 
Nomination committees with written terms of reference and a schedule of matters reserved for the Board, which generally meets each month.
The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee. The membership of these 
committees and attendance at meetings is as follows:
    Audit Remuneration Nominations
    Committee Committee Committee
David Evans (Non-executive Chairman)    2 3 1
Robert Nolan (Non-executive Director)    2 3 1
Roger Lloyd (Non-executive Director), Remuneration Committee only    n/a 3 n/a
Remuneration Committee
The Remuneration Committee will review the scale and structure of the Executive Directors’ and senior management’s remuneration and  
the terms of their service contracts. The remuneration and terms of appointment of the Non-executive Directors will be set by the Board.  
The Remuneration Committee will also approve the issue of share options under schemes approved by the Board.
None of the Committee have any personal financial interest (other than as shareholders), conflicts of interest arising from cross-directorships,  
or day-to-day involvement in the running of the business. No Director plays a part in any discussion about his or her own remuneration.
Audit Committee
The Audit Committee has responsibility for receiving accounts and reviewing reports from the management and the Company’s auditors, 
relating to Annual and Interim Accounts and the accounting and internal controls in place throughout the Group. At this stage of the Group’s 
size and development, the Committee has decided that an internal audit function is not required as the Group’s internal controls system in place 
is appropriate for its size. The Audit Committee has met twice during the year.
Nomination Committee
The Nomination Committee has responsibility for reviewing the size, structure and composition of the Board, as well as retirements and 
appointments of replacement and additional Directors, and for making appropriate recommendations to the Board.
Relations with shareholders
The Group recognises the importance of communicating with its shareholders to ensure that its strategy and performance is understood and 
that it remains accountable to shareholders. The Board as a whole is responsible for ensuring that a satisfactory dialogue with shareholders 
takes place, while the Chairman and Chief Executive ensure that the views of the shareholders are communicated to the Board as a whole.  
The Board ensures that the Group’s strategic plans have been carefully reviewed in terms of their ability to deliver long-term shareholder value. 
Internal controls
The Board acknowledges its responsibility for establishing and maintaining the Group’s system of internal controls and will continue to ensure 
that management keeps these processes under regular review and improves them where appropriate. The system of internal controls is 
designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can provide only reasonable and not absolute 
assurance against material misstatement or loss. 
Social, environmental and ethical matters
The Board recognises the growing awareness of social, environmental and ethical matters and it endeavours to take into account the interests 
of the Group’s stakeholders, including its investors, employees, suppliers and business partners, when operating the business.
Employment
At a subsidiary level the individual company has established policies which address key corporate objectives in the management of employee 
relations, communications and employee involvement, training and personal development and equal opportunities.
Health, safety and environmental issues
The Board recognises its legal responsibilities to ensure the well-being, safety and welfare of its employees and to maintain a safe and healthy 
working environment for them and for its visitors and sub-contractors. Health and Safety is on the agenda for regularly scheduled Board meetings.
By their nature, the Group’s regular operations are judged to have a low environmental impact and are not expected to give rise to any 
significant, inherent environmental risks over the next 12 months.
The Group is committed to maintaining high standards in implementing appropriate health, safety and environmental protection policies.  
The Group has an excellent health and safety record. Waste materials are recycled where possible, and hazardous waste is catalogued and 
handled by licensed specialist disposal companies.
Governance
Epistem Holdings Plc Annual Report 2009  27   For the year ended 30 June 2009
Independent Auditors’ Report to the Members of Epistem Holdings Plc
We have audited the group and parent company financial statements (the ‘Financial Statements’) of Epistem Holdings Plc for the year ended 
30 June 2009 which comprise the group income statement, the group and parent company balance sheets, the group and parent company 
cash flow statements, the group and parent company statements of changes in equity and the related notes. The financial reporting framework 
that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs), as adopted by the European 
Union and, as regards the parent company’s financial statements, as applied in accordance with the provisions of the Companies Act 2006. 
This report is made solely to the company’s members, as a body, in accordance with Sections 495 and 496 of the Companies Act 2006. Our audit 
work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report 
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and 
the company’ s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditors
As explained more fully in the Director’s responsibilities statement the Directors are responsible for the preparation of the financial statements 
and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable 
law and International Standards on Auditing (UK and Ireland). These standards require us to comply with the Auditing Practices Board’s (APB’s) 
Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that 
the financial statements are free from material misstatements, whether caused by fraud or error. This includes an assessment of: whether the 
accounting policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and adequately 
disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.
Opinion on financial statements
In our opinion:
•	 the financial statements give a true and fair view of the state of the group’s and the parent company’s affairs as at 30 June 2009, and of the 
group’s profit for the year then ended;
•	 the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
•	 the parent company financial statements have been properly prepared in accordance with the IFRSs as adopted by the European Union and 
as applied in accordance with the requirements of the Companies Act 2006; and
•	 the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and as regards the group 
financial statements, Article 4 of the IAS regulation.
 
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
•	 the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and
•	 the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the 
financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
•	 adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from 
branches not visited by us; or
•	 the parent company financial statements and the part of the Directors’ Remuneration Report to be audited 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 required for our audit.
28  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Independent Auditors’ Report to the Members of Epistem Holdings Plc
Under the Listing Rules we are required to review:
•	 the Directors’ statement, set out in the Directors’ Report, in relation to going concern; and
•	 the part of the Corporate Governance Statement relating to the company’s compliance with the nine provisions of the June 2008 Combined 
Code specified for our review.
J L Whittick FCA 
(Senior Statutory Auditor)
For and on behalf of:
HW
Chartered Accountants and Statutory Auditor
Bridge House  
157 Ashley Road  
Hale
Altrincham
Cheshire WA14 2UT
23 October 2009
Accounts
Epistem Holdings Plc Annual Report 2009  29   For the year ended 30 June 2009
Consolidated Income Statement
     2009 2008
   Notes  £’000 £’000
Revenue   2  3,968 2,065
Contract costs     (2,424) (1,509)
Discovery and development costs     (1,131) (1,071)
General administrative costs     (1,114) (933)
Operating loss   3  (701) (1,448)
Interest receivable     41 128
Interest payable and similar charges   6  (9) (13)
Loss on ordinary activities before taxation     (669) (1,333)
     
Tax credit on loss on ordinary activities   7  752 179
Profit/(loss) for the financial year     83 (1,154)
Earnings/(loss) per share      
– basic   9  1p (17)p
– diluted   9  1p (17)p
All of the activities of the Group are classed as continuing.
The Company has taken advantage of section 408 of the Companies Act 2006 not to publish its own Income Statement.
30  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Consolidated Statement of Changes in Equity
  Share Share Reverse  
 Share premium options acquisitions Retained 
 capital account reserve reserve earnings Total
 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 July 2007 98 7,402 454 (2,484) (2,872) 2,598
    
Allotment of ordinary shares 10 1,055 – – – 1,065
Share issue costs – (20) – – – (20)
Recognition of equity settled share-based payments – – 93 – – 93
Loss for the year – – – – (1,154) (1,154)
At 30 June 2008 108 8,437 547 (2,484) (4,026) 2,582
Balance at 1 July 2008 108 8,437 547 (2,484) (4,026) 2,582
Allotment of ordinary shares – 24 – – – 24
Exercise/lapse of options – 6 (12) – 6 –
Recognition of equity settled share-based payments – – 71 – – 71
Profit for the year – – – – 83 83
At 30 June 2009 108 8,467 606 (2,484) (3,937) 2,760
Accounts
Epistem Holdings Plc Annual Report 2009  31   As at 30 June 2009
Consolidated Balance Sheet
   2009 2009 2008 2008
 Notes  £’000 £’000 £’000 £’000
Non-current assets
Intangible assets 10   139  55
Plant and equipment 11   465  352
Deferred taxation 12   594  –
     1,198  407
Current assets
Trade and other receivables 13  820  437
Tax receivables   150  175 
Cash and cash equivalents 14  3,748  2,143 
    4,718  2,755 
Liabilities     
Current liabilities     
Deferred income 15  1,380  –
Trade and other payables 16  721  428 
Obligations under finance leases 17  46  41 
Bank overdrafts and loans   52  25 
    2,199  494 
Net current assets    2,519  2,261
Total assets less current liabilities    3,717  2,668
Non-current liabilities      
Deferred income 15   (920)  –
Obligations under finance leases 17   (37)  (86)
Net assets    2,760  2,582
Capital and reserves      
Called-up equity share capital 22   108  108
Share premium account 23   8,467  8,437
Share options reserve 23   606  547
Reverse acquisition reserve 23   (2,484)  (2,484)
Profit and loss account 23   (3,937)  (4,026)
Total shareholders’ equity    2,760  2,582
These financial statements were approved by the Directors and authorised for issue on 23 October 2009 and are signed on their behalf by:
D E Evans    H J J Rylands
Chairman     Company Secretary
Epistem Holdings Plc
Registered Number: 6108621
32  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Consolidated Statement of Cash Flows
   2009 2009 2008 2008
   £’000 £’000 £’000 £’000
Cash flows from operating activities
Operating loss for the year    (701)  (1,448)
Depreciation, amortisation and impairment    131  106
Share-based payment expense    71  93
Operating loss before changes in working capital and provisions    (499)  (1,249)
(Increase) in trade and other receivables    (383)  (80)
Increase in deferred income    2,300  –
Increase in trade and other payables    293  33
Net cash inflow/(outflow) from operations    1,711  (1,296)
Interest received   41  128
Tax received   183  165 
     224  293
Net cash outflow from operating activities    1,935  (1,003)
Cash flows from investing activities 
Acquisition of fixed assets, net of lease finance   (328)  (86) 
Net cash outflow from investing activities    (328)  (86)
Cash flows from financing activities
Proceeds from issue of share capital   24  1,065
Expenses of share issue   –  (20)
Repayment of borrowings   (53)  (104) 
Net cash (outflow) inflow from financing activities    (29)  941
Net increase/(decrease) in cash equivalents    1,578  (148)
Cash and cash equivalents at beginning of year    2,118  2,266
Cash and cash equivalents at end of year    3,696  2,118
Analysis of net funds
Cash at bank and in hand    3,748  2,143
Bank overdrafts    (52)  (25)
Net funds    3,696  2,118
Accounts
Epistem Holdings Plc Annual Report 2009  33   For the year ended 30 June 2009
Notes to the Financial Statements
1. Significant accounting policies
Basis of accounting
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) as adopted 
by the European Union and therefore comply with Article 4 of the EU IAS Regulation, International Financial Reporting Interpretations Committee 
(‘IFRIC’) interpretations and with those parts of the Companies Act 1985 and 2006 applicable to companies reporting under IFRS.
Epistem Holdings Plc is a company incorporated in the UK.
The consolidated financial statements consolidate those of the Company and its subsidiaries (together referred to as the ‘Group’). They are 
presented in pounds sterling and all values are rounded to the nearest one thousand (£k) except where otherwise indicated.
The consolidated financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting 
Standards as adopted by the EU. 
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods represented in these consolidated 
financial statements.
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application 
of accounting policies and the reported amounts of assets, liabilities, duration of contracts, income and expenses and taxation. Determining the 
value of the deferred tax asset requires an estimation of future taxable profits against which the accumulated tax losses may be utilised. Actual 
results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting 
estimates are recognised in the period in which the estimate is revised and in any future periods affected.
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and 
operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable 
or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the 
date that control commences until the date that control ceases. Transactions between Group companies are eliminated on consolidation.
On 16 March 2007, Epistem Holdings Plc merged with Epistem Limited, and on that date the shareholders of Epistem Limited exchanged their 
shares for equivalent shares in Epistem Holdings Plc. As Epistem Holdings Plc was newly incorporated at the time of the transaction under the 
terms of IFRS 3 ‘Business Combinations’, this transaction has been accounted for as a reverse acquisition, on the basis that the shareholders 
of Epistem Limited gained a controlling interest in the Group. The financial statements therefore represent a continuation of the financial 
statements of Epistem Limited.
Revenue
Revenue is measured at the fair value of the consideration received or receivable and net of discounts and sales-related taxes.
Revenue recognition
a. Contract revenue
In respect of pre-clinical contract income, the Company generally invoices and reports as revenue 50% of the value of a new contract on 
signature. This policy is designed to recognise that, in negotiating contracts for new studies, the Company performs specific pre-contract  
work to establish the parameters of the study work. When the final report is issued to the client, the remainder of the contract is invoiced  
and recognised as revenue, at that date. In other cases where the contract does not provide for income recognition on signature, revenue  
is recognised as the work is undertaken and invoiced. 
In respect of clinical contract income, revenue is recognised as work is undertaken and invoiced.
b. Collaboration and licensing revenue
Contractually agreed upfront payments and similar non-refundable payments in respect of collaboration or licence agreements which are not 
directly related to ongoing research activity are recorded as deferred income and recognised as revenue over the anticipated duration of the 
agreement. Where the anticipated duration of the agreement is modified, the period over which revenue is recognised is also modified.
Non-refundable milestone and other payments that are linked to the achievement of significant and substantive technological or regulatory 
hurdles in the research and development process are recognised as revenue upon the achievement of the specified milestone. 
Income which is related to ongoing research activity is recognised as the research activity is undertaken, in accordance with the contract.
34  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Notes to the Financial Statements
Segment reporting
A segment is a group of assets, liabilities and operations engaged in providing products or services that are subject to risks and returns that  
are different from those of other parts of the business. The Group’s primary format for segment reporting is based on business segments.
Research and development
Research and development expenditure is written off in the year in which it is incurred.
Intangible assets
Intangible assets are stated at cost less accumulated amortisation and any accumulated impairment losses. Amortisation is calculated so as  
to write off the cost of an intangible asset, less its estimated residual value, over the useful economic life of that asset, as follows:
Intellectual property – 5% straight-line basis
Patents – over their estimated useful lives on a straight-line basis
No amortisation is charged on those assets which are not yet available for commercial use.
Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated  
so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:
Plant and machinery – 25% reducing balance basis
Fixtures and fittings – 25% reducing balance basis
Equipment – 25% reducing balance basis
Finance lease agreements
Assets held under finance lease agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital element 
of the future payments is treated as a liability and the interest is charged to the consolidated income account on a straight-line basis.
Operating lease agreements
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against 
profits on a straight-line basis over the period of the lease.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities 
denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Non-monetary items carried at 
fair value and denominated in foreign currencies are retranslated at the rates prevailing on the date when fair value is determined. The foreign 
currency risks relating to assets and liabilities are detailed in Note 19.
Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are taken to the income account. 
Exchange differences arising on non-monetary items, carried at fair value, are included in the income account, except for such non-monetary 
items in respect of which gains and losses are recorded in equity.
Share-based payments
The Group issues equity-settled and cash-settled share-based payments to certain employees (including Directors). Equity-settled share-
based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based 
payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the 
Group’s estimate of the shares that will eventually vest.
Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management’s 
best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Where the terms of an equity settled transaction are modified, as a minimum an expense is recognised as if the terms had not been modified. 
In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date 
of modification.
Accounts
Epistem Holdings Plc Annual Report 2009  35   For the year ended 30 June 2009
1. Significant accounting policies (continued)
Share-based payments (continued)
Where an equity settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet 
recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction, and 
designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a 
modification of the original transaction, as described in the previous paragraph.
The issuance by the Company of share options to employees of its subsidiary represents additional capital contributions and the fair value  
of such options and awards is therefore recognised as an increase in the Company’s investment in Group undertakings with a corresponding 
increase in total equity shareholders’ funds.
Financial instruments
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, 
financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the Company 
after deducting all of its liabilities. 
Trade and other receivables
Trade and other debtors are recognised and carried forward at invoiced amounts less provisions for any doubtful debts. Bad debts are written 
off when identified.
Cash and cash equivalents
Cash and cash equivalents are included in the balance sheet at cost. Cash and cash equivalents comprise cash at bank and in hand and  
short-term deposits with an original maturity of three months or less.
Interest-bearing loans and borrowings
All loans and borrowings are recognised initially at cost, which is the fair value of the consideration received, net of issue costs associated 
with the borrowing.
After initial recognition, interest-bearing loans and borrowings are measured at amortised cost using the effective interest method. 
Gains or losses are recognised in the consolidated income account when liabilities are derecognised or impaired, as well as through the 
amortisation process.
Investments
Investments in subsidiaries are stated at cost less any provisions for impairment. An impairment is recognised when the recoverable amount  
of the investment is less than the carrying amount.
T axation
Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted, or substantially 
enacted, by the balance sheet date.
Deferred tax is recognised in respect of all temporary differences identified at the balance sheet date, except to the extent that the deferred tax 
arises from the initial recognition of goodwill (if amortisation of goodwill is not deductible for tax purposes) or the initial recognition of an asset or 
liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting profit nor taxable profit 
and loss. Temporary differences are differences between the carrying amount of the Group’s assets and liabilities and their tax base.
Deferred tax liabilities may be offset against deferred tax assets within the same taxable entity. Any remaining deferred tax asset is recognised 
only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxation profits, within the same 
jurisdiction, in the foreseeable future against which the deductible temporary difference can be utilised.
Deferred tax is provided on temporary differences arising in subsidiaries, jointly controlled entities and associates, except where the timing of 
reversal of the temporary difference will not reverse in the foreseeable future. Deferred tax is measured at the average tax rates that are expected to 
apply in the periods in which the asset is realised or liability settled, based on tax rates and laws that have been enacted or substantially enacted by 
the balance sheet date. Measurement of deferred tax liabilities and assets reflects the tax consequence expected to fall from the manner in which 
the asset or liability is recovered or settled.
Notes to the Financial Statements
36  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Notes to the Financial Statements
New standards and interpretations not applied
The International Accounting Standards Board (‘IASB’) and IFIRC have issued the following standards and interpretations with an effective date 
for financial years beginning on or after 1 January 2009:
IFRS 1 (revised) First-time adoption of International Financial Reporting Standards
IFRS 2 (revised) Share-based payments (vesting conditions and cancellations)
IFRS 3 (revised) Business combinations
IFRS 7 (revised) Disclosure about financial instruments – fair value and liquidity risk
IFRS 8  Operating segments
IAS 1 (revised) Presentation of financial statements, comprehensive revision
IAS 7 (revised) Statement of cash flows, arising from 2009 Annual Improvements
IAS 23 (revised) Borrowing costs
IAS 27 (revised) Consolidated and separate financial statements
IAS 32 (revised) Puttable financial instruments 
IAS 36 (revised) Impairment of assets, arising from 2009 Annual Improvements
IAS 38 (revised) Intangible assets, arising from 2009 Annual Improvements
IAS 39 (revised) Eligible hedged items
IFRIC 15  Agreements for construction of real estate
IFRIC 16  Hedges of a net investment in a foreign operation
IFRIC 17  Distributions of non-cash assets to owners
IFRIC 18  Transfer of assets from customers
The Directors do not anticipate that the adoption of these standards and interpretations will have a material effect on the Group’s financial 
statements in the period of initial application.
Accounts
Epistem Holdings Plc Annual Report 2009  37   For the year ended 30 June 2009
Notes to the Financial Statements
2. Turnover and segmental analysis
Segment information
The Group’s primary reporting format is business segments and the secondary format is geographical segments.
Business segments
  Contract 
  Research Bio- Novel 
  Services markers Therapies Unallocated Total
  £’000 £’000 £’000 £’000 £’000
Twelve months ended 30 June 2009      
Revenue  2,295 670 1,003 – 3,968
Segment trading result  607 51 (103) (1,054) (499)
less depreciation and amortisation  (37) (24) (53) (17) (131)
less equity settled share-based payments (IFRS 2)  (7) (19) (2) (43) (71)
Operating profit/(loss)  563 8 (158) (1,114) (701)
Twelve months ended 30 June 2008
Revenue  1,912 153 – – 2,065
Segment trading result  497 (50) (821) (875) (1,249)
less depreciation and amortisation  (30) (2) (60) (14) (106)
less equity settled share-based payments (IFRS 2)  (11) (8) (31) (43) (93)
Operating profit/(loss)  456 (60) (912) (932) (1,448)
    
Twelve months ended 30 June 2009
Segment assets  615 234 2,686 2,381 5,916 
Segment liabilities  161 93 2,495 407 3,156
Segment capital expenditure  24 57 207 40 328
    
Twelve months ended 30 June 2008  
Segment assets  521 – 423 2,218 3,162
Segment liabilities  342 – 149 90 580
Segment capital expenditure  24 – 38 25 86
The segment information for the year to 30 June 2008 has been re-stated, detailing Biomarkers as a separate segment.
Geographical segments
The Group’ s operations are located in the United Kingdom. The following table provides an analysis of the Group’ s sales by geographical market:
     2009 2008
     £’000 £’000
United Kingdom     687 550
Europe     762 630
United States of America     2,508 885
Asia     11 –
      3,968 2,065
38  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Notes to the Financial Statements
3. Operating loss
The Group operating loss is stated after charging:
     2009 2008
     £’000 £’000
Research and development expenditure written off     1,131 1,071
Amortisation     4 4
Depreciation of owned fixed assets     80 40
Depreciation of assets held under finance lease agreements     47 62
Auditors’ remuneration
– as auditors     20 15
– for other services     5 5
Operating lease costs – property rent     153 109
4. Particulars of employees
The average number of staff employed by the Group during the financial year amounted to:
     2009 2008
     No No
Contract services     28 20
Research and development     9 11
Administrative     5 4
      42 35
The aggregate payroll costs of the above were:
     2009 2008
     £’000 £’000
Wages and salaries     2,022 1,584
Social security costs     218 170
Equity settled share-based payments     71 93
      2,311 1,847
5. Directors’ emoluments
     2009 2008
Group     £’000 £’000
Remuneration     961 725
Equity settled share-based payments     53 67
      1,014 792
Full details of the Directors’ remuneration and Directors’ options are contained in the Directors’ Remuneration Report.
6. Interest payable and similar charges
     2009 2008
Group     £’000 £’000
Finance charges     9 13
Accounts
Epistem Holdings Plc Annual Report 2009  39   For the year ended 30 June 2009
Notes to the Financial Statements
7. Taxation on ordinary activities
(a) Recognised in the income statement
     2009 2008
Group     £’000 £’000
Current tax
Research and development tax credits     (150) (175)
Adjustment relating to a previous period     (8) (4)
Total current tax     (158) (179) 
Deferred tax
Prior year tax losses now recognised     (423) –
Current year tax losses     (74) –
Prior year capital allowances in excess of depreciation now recognised     26 –
Current year capital allowances in excess of depreciation     49 –
In respect of prior year options charges now recognised     (153) –
In respect of current year options charge     (19) –
Total deferred tax     (594) –
Total tax credit for the year     (752) (179)
(b) Reconciliation of the current tax charges
     2009 2008
Group     £’000 £’000
Loss before taxation     (669) (1,333)
Tax using the UK corporation tax rate of 28% (2008: 28%)     (187) (373)
Depreciation charges in excess of capital allowances claimed     (49) 2
Expenditure not allowed for tax purposes     21 27
Adjustments in respect of research and development tax credits     (9) 29
Tax loss for the year carried forward by rate of tax     74 140
Adjustment relating to a previous period     (8) (4)
Total current tax in income statement     (158) (179)
No liability to UK corporation tax arose during the year. The Group had losses, as computed for tax purposes, of approximately £1,764k  
(2008: £1,511k) available to carry forward to future periods.
In accordance with the provisions of the Finance Act 2000 in respect of research and development allowances, the Group is entitled to claim 
tax credits for certain research and development expenditure. The amount included in the financial statements in respect of the year ended 
30 June 2009 is £150k (2008: £175k).
8. Profit attributable to members of the parent company
The profit dealt with in the accounts of the parent company was £34k (2008: £120k).
40  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Notes to the Financial Statements
9. Earnings per share
The basic profit/(loss) per share is calculated by dividing the earnings attributable to ordinary shareholders for the year by the weighted average 
number of ordinary shares in issue during the year.
The diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of 
all dilutive potential ordinary shares in relation to share options and share warrants. The number of share options has been adjusted to take into 
account the issue price and the fair value, consistent with IAS 33, ‘Earnings per share’.
     2009 2008
Group     £’000 £’000
Profit/(loss) for the year after taxation     83 (1,154)
     2009 2008
Group     Number Number
Weighted average number of ordinary shares in issue     7,201,928 6,945,363
Dilutive ordinary shares from options and warrants in issue     739,372 –
Dilutive weighted average number of ordinary shares     7,941,300 6,945,363
Earnings/(loss) per share
– basic     1p (17)p
– diluted     1p (17)p
Accounts
Epistem Holdings Plc Annual Report 2009  41   For the year ended 30 June 2009
Notes to the Financial Statements
10. Intangible assets
     Intellectual 
    Patents property Total
Group    £’000 £’000 £’000
Cost
At 1 July 2008    – 77 77
Additions    88 – 88
At 30 June 2009    88 77 165
Amortisation
At 1 July 2008    – 22 22
Charge for the year    – 4 4
At 30 June 2009    – 26 26
Net book value
At 30 June 2008    – 55 55
At 30 June 2009    88 51 139
Cost
At 1 July 2007 and 30 June 2008    – 77 77
Amortisation
At 1 July 2007    – 18 18
Charge for the year    – 4 4
At 30 June 2008    – 22 22
Net book value
At 30 June 2007    – 59 59
At 30 June 2008    – 55 55
42  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Notes to the Financial Statements
11. Plant and equipment
   Lab Fixtures Other
   equipment and fittings equipment Total
Group   £’000 £’000 £’000 £’000
Cost   
At 1 July 2008   684 19 71 774
Additions   201 – 39 240
At 30 June 2009   885 19 110 1,014
Depreciation
At 1 July 2008   372 9 41 422
Charge for the year   110 3 14 127
At 30 June 2009   482 12 55 549
Net book value
At 30 June 2008   312 10 30 352
At 30 June 2009   403 7 55 465
   Lab Fixtures Other
   equipment and fittings equipment Total
Group   £’000 £’000 £’000 £’000
Cost
At 1 July 2007   623 15 50 688
Additions   61 4 21 86
At 30 June 2008   684 19 71 774
Depreciation
At 1 July 2007   285 6 29 320
Charge for the year   87 3 12 102
At 30 June 2008   372 9 41 422
Net book value
At 30 June 2007   338 9 21 368
At 30 June 2008   312 10 30 352
Obligations under finance leases
Included within the net book value is £89k (2008: £188k) relating to assets held under finance lease agreements. The depreciation charged to 
the financial statements in the year in respect of such assets amounted to £30k (2008: £60k).
Capital commitments
     2009 2008
Group     £’000 £.000
Contracted but not provided for in the financial statements     120 –
Accounts
Epistem Holdings Plc Annual Report 2009  43   For the year ended 30 June 2009
Notes to the Financial Statements
12. Deferred taxation
Recognised 
     2009 2008
Group     £’000 £’000
Tax losses carried forward     497 –
Excess of tax allowances over depreciation     (75) –
Share options     172 –
      594 –
Unrecognised 
     2009 2008
Group     £’000 £’000
Tax effect of timing differences:     
Tax losses carried forward     – 432
Excess of tax allowances over depreciation     – (27)
Share options     702 –
Potential deferred tax asset     702 405
Deferred tax assets are recognised to the extent that the Directors consider it is probable that there will be sufficient profit available against 
which the deferred tax asset may be utilised.
Note 7 gives details of the tax losses carried forward by the Group.
13. Trade and other receivables
     2009 2008
Group     £’000 £’000
Trade receivables     474 355
Other receivables     71 82
Prepayments and accrued income     275 –
      820 437
14. Cash and cash equivalents
     2009 2008
Group     £’000 £’000
Cash at bank and in hand     484 120
Short-term bank deposits     3,264 2,023
      3,748 2,143
Cash and cash equivalents comprise current accounts held by the Group with immediate access and short-term bank deposits with a maturity 
of three months or less. Market rates of interest are earned on such deposits. The credit risk on such funds is limited because the counter 
parties are banks with high credit ratings assigned by international credit rating agencies.
44  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Notes to the Financial Statements
15. Deferred income
The items recorded as Deferred Income are to be recognised over future periods as follows:
     2009 2008
Group     £’000 £’000
Amounts to be recognised within 1 year     1,380 –
Amounts to be recognised within 2 to 5 years     920 –
      2,300 –
16. Trade and other payables
     2009 2008
Group     £’000 £’000
Trade payables     349 193
Other payables     147 69
Accruals and deferred income     225 166
      721 428
17. Obligations under finance leases
Future commitments under finance lease agreements are as follows:
     2009 2008
Group     £’000 £’000
Amounts payable within 1 year     49 49
Amounts payable within 2 to 5 years     40 93
      89 142
Less: interest and finance charges relating to future periods     6 15
      83 127
Hire purchase agreements are analysed as follows:
Current obligations     46 41
Non-current obligations     37 86
      83 127
Accounts
Epistem Holdings Plc Annual Report 2009  45   For the year ended 30 June 2009
Notes to the Financial Statements
18. Share-based payments
(a) Share options outstanding at 30 June 2009
Prior to 28 November 2007, the Company operated a number of HMR&C approved and unapproved share option schemes for employees 
(including Directors). The original options were granted by Epistem Limited but, following the acquisition by Epistem Holdings Plc, these were 
released in exchange for equivalent options over the ordinary shares of Epistem Holdings Plc. On 28 November 2007 the Company established 
the 2007 Epistem Share Option Scheme.
Share options
 Number of Exercise Period within which Fair value Fair value
Award awards price options are exercisable per option £
EMI – Approved 88,800 £0.50 7 Jan 2002 to 6 Jan 2012 See note below
EMI – Approved  11,200 £0.75 31 Mar 2003 to 30 Mar 2013 28.2p 3,158
EMI – Approved 9,000 £0.75 7 Apr 2003 to 6 Apr 2013 28.2p 2,358
EMI – Approved 11,000 £0.75 21 Jul 2004 to 20 Jul 2014 26.6p 2,926
Share Warrants (Note 22) 198,554 £1.61 18 Mar 2005 to 17 Mar 2015 56.1p 111,389
EMI – Unapproved 78,000 £1.29 31 Mar 2005 to 30 Mar 2015 44.9p 35,022
EMI – Approved 32,624 £1.20 25 Nov 2005 to 24 Nov 2015 42.6p 13,898
EMI – Unapproved 472,153 £1.20 10 Jan 2006 to 9 Jan 2016 42.6p 201,137
EMI – Approved 197,722 £1.20 10 Jan 2006 to 9 Jan 2016 42.6p 84,230
EMI – Approved 9,900 £1.20 29 Sept 2006 to 28 Sept 2016 41.6p 4,217
EMI – Approved 80,644 £1.24 28 Mar 2007 to 27 Mar 2017 42.6p 33,548
EMI – Unapproved 177,653 £1.24 28 Mar 2007 to 27 Mar 2017 42.6p 73,904
EMI – Approved 26,703 £1.67 27 Jul 2007 to 26 Jul 2017 38.9p 10,414
EMI – Unapproved 57,727 £1.60 15 Oct 2007 to 14 Oct 2017 36.0p 20,782
2007 Epistem Share Option Scheme 71,918 £1.53 03 Mar 2011 to 02 Mar 2018 36.0p 25,890
2007 Epistem Share Option Scheme  66,550 £1.77 31 Jul 2011 to 30 Jul 2018 37.0p 24,624
46  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Notes to the Financial Statements
Option valuations
The options were valued using the Black-Scholes option-pricing model. Where appropriate, performance conditions were included in the 
fair value calculations. The fair value per option granted and the assumptions used in the calculations are in the table below. The Group’s 
effective date for IFRS 2, (‘Share-based payments’) implementation is 1 July 2006 and the IFRS has been applied to all options granted 
after 7 November 2002 which have not been vested by this effective date.
   Expected
   dividend Expected  
  Expected yield volatility Risk 
  term % % % rate Performance
Award Grant date (Note a) (Note b) (Note c) (Note d) condition
EMI – Approved 31 Mar 2003 5 years – 60 3.75 None
EMI – Approved 7 Apr 2003 5 years – 60 3.75 None
EMI – Approved 21 Jul 2004 5 years – 60 4.50 None
Share Warrants 18 Mar 2005 5 years – 60 4.75 None
EMI – Unapproved 31 Mar 2005 5 years – 60 4.75 None
EMI – Approved 25 Nov 2005 5 years – 60 4.50 None
EMI – Unapproved 10 Jan 2006 5 years – 60 4.50 See Note (e)
EMI – Approved 10 Jan 2006 5 years – 60 4.50 None
EMI – Approved 29 Sept 2006 5 years – 60 4.50 None
EMI – Approved 28 Mar 2007 5 years – 60 5.25 See Note (f)
EMI – Unapproved 28 Mar 2007 5 years – 60 5.25 See Note (f)
EMI – Approved 27 Jul 2007 5 years – 45 5.50 None
EMI – Approved 09 Oct 2007 5 years – 45 5.75 Note (g)
EMI – Unapproved 15 Oct 2007 5 years – 45 5.75 Note (g)
2007 Epistem Share Option Scheme 03 Mar 2008 5 years – 45 5.25 Note (h)
2007 Epistem Share Option Scheme 31 Jul 2008 5 years – 40 5.00 Note (h)
(a)  The expected term used in the model is five years and is based upon the Directors’ best estimates for the effects of exercise restrictions 
and behavioural considerations;
(b) The dividend yield of 0% reflects the absence of a history of paying dividends and a clear dividend policy at the relevant grant dates;
(c)  The expected volatility has been estimated by the Directors after inspection of the financial statements of comparable businesses in the 
same business sector as the Group;
(d) The risk free rate used is based upon the prevailing UK bank base rate at the date of the grant;
(e)  These options vest on dates dependant on anniversaries of commencing employment with the Group which commenced 1 September 
2005 with the final tranche vesting on 1 September 2008;
(f)  The main conditions for these options to vest are the later of (i) when the audited accounts for the year ended 30 June 2010 become 
available and (ii) when the earnings per share of the financial year are a positive figure;
(g)  These options are subject to performance criteria which are appropriate to the option holders’ role within the Company and which are 
assessed by the Remuneration Committee; and
(h)  These options may be exercised following the third anniversary of grant and are subject to performance criteria which are appropriate to the 
option holders’ role within the Company and which are assessed by the Remuneration Committee.
Accounts
Epistem Holdings Plc Annual Report 2009  47   For the year ended 30 June 2009
Notes to the Financial Statements
18. Share-based payments (continued)
Option valuations (continued)
The number of options and their weighted average exercise prices are as follows:
  Weighted Weighted average 
  average remaining contracted
 Number exercise price life – Years
Group 2009 2008 2009 2008 2009 2008
  
Outstanding as at 1 July 1,583,298 1,374,850 £1.26 £1.21  
Granted during the year 68,050 208,448 £1.77 £1.56  
Exercised during the year (19,200) – £1.27 –  
Lapsed during the year (42,000) – £1.53 –  
Outstanding as at 30 June 1,590,148 1,583,298 £1.28 £1.26 6.44 7.56
Options exercisable at 30 June 1,193,383 915,373 £1.24 £1.30 5.87 7.30
(b) Share Investment Plan
During the year, the Company introduced the Epistem Share Investment Plan, SIP , which is open to Directors and employees in accordance with 
HMR&C approved rules. Under the terms of the SIP , Directors and employees may invest up to £125 per month and this sum will be invested in 
ordinary shares (‘Partnership Shares’) in the Company at the prevailing market price. At the same time as each monthly subscription, a maximum 
of two Matching Shares for each Partnership Share will be acquired on behalf of the SIP’s participants. Both the Partnership and the Matching 
Shares are purchased on behalf of the scheme’s participants by Epistem SIP Trustee Limited, a wholly-owned subsidiary of the Company. 
Participants may withdraw their Matching Shares once their associated Partnership Shares have been held for three years. 
19. Financial risk management objectives and policies
The Group holds or issues financial instruments in order to achieve three main objectives, being:
(a) to finance its operations;
(b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and
(c) for trading purposes.
In addition, various financial instruments (e.g. trade receivables, trade payables, accruals and prepayments) arise directly from the Group’s and 
the Company’s operations.
Transactions in financial instruments result in the Group assuming or transferring to another party one or more of the financial risks 
described below.
Interest rate risk
The Group currently finances its operations through reserves of cash and liquid resources and does not have a borrowing requirement. Surplus 
cash at bank is placed on deposits at variable rates. The Board monitors the financial markets and the Group’s own requirements to ensure that 
the policies are exercised in the Group’s best interests.
Credit risk
The Group monitors credit risk closely and considers that its current policies of credit checks meet its objectives of managing exposure to credit risk.
The Group has no significant concentrations of credit risk. Amounts shown in the balance sheet best represent the maximum credit risk 
exposure in the event that other parties fail to perform their obligations under financial instruments.
Liquidity risk
The Board’s policy aims to ensure that sufficient funds are held on a short-term basis in order to meet operational needs.
Currency risk
The Group’s functional currency is sterling. The exposure to currency risk relates to licence income and those short-term trade receivables 
which are not invoiced in sterling. There are no significant costs incurred that involve payments in foreign currency.
The Group has no forward contracts at the year end (2008 – nil) to manage foreign currency risk.
48  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Notes to the Financial Statements
Balances which are denominated in US Dollars are detailed below:
     2009 2008
Group     £’000 £’000
Trade and other receivables     121 –
Cash and cash equivalent     479 –
      600 –
Fair values of financial assets and liabilities
There is no material difference between the book value and the fair value of the Group’s financial assets or liabilities.
20. Commitments under operating leases
At 30 June 2009 the Group had annual commitments under non-cancellable operating leases as set out below.
     Land and buildings
     2009 2008
Group     £’000 £’000
Operating leases which expire:      
Within 1 year     143 64
21. Related party transactions
At the balance sheet date, the amounts owed to the following Directors, Prof. C Potten, D Evans and R Nolan, were £7k, £3k and £0 
respectively (2008: £5k, £2k and £5k).
22. Share capital
Authorised share capital:
     2009 2008
     £’000 £’000
10,000,000 ordinary shares of £0.015 each     150 150
Allotted and called up:
   2009 2009 2008 2008
   No £’000 No £’000
At 1 July   7,191,883 108 6,538,077 98
Private placing   – – 653,806 10
Exercise of options   19,200 – – –
Ordinary shares of £0.015 each   7,211,083 108 7,191,883 108
On 16 March 2007, the Company entered into a warrant instrument in respect of the subscription for up to 198,554 ordinary shares of £0.015 
each in Epistem Holdings Plc. This warrant instrument replaced a previous warrant instrument created by Epistem Limited on 18 March 2005. 
Each warrant confers the right to subscribe for one ordinary share at a subscription price of £1.61 per ordinary share. The subscription rights 
under the warrants may be exercised up to 21 September 2015.
Accounts
Epistem Holdings Plc Annual Report 2009  49   For the year ended 30 June 2009
Notes to the Financial Statements
23. Reserves
   Share Share Reverse 
   premium options acquisition Retained
   account reserve reserve Earnings
   £’000 £’000 £’000 £’000
Balance as at 1 July 2007   7,402 454 (484) 2,598
Loss for the year   – – – (1,154)
Allotment of ordinary shares   1,055 – – –
Share issue costs   (20) – – –
Recognition of equity settled share-based payments in the year   – 93 – –
Balance at 30 June 2008   8,437 547 (2,484) (4,026)
Balance as at 1 July 2008   8,437 547 (2,484) (4,026)
Profit for the year      83
Allotment of ordinary shares   24 – – –
Exercise/lapse of options   6 (12) – 6
Recognition of equity settled share-based payments in the year   71  
Balance at 30 June 2009   8,467 606 (2,484) (3,939)
The reverse acquisition reserve arises as a difference on consolidation under merger accounting principles and is solely in respect of the merger 
of the Company and Epistem Limited.
50  Epistem Holdings Plc Annual Report 2009 As at 30 June 2009
Company Balance Sheet
   2009 2009 2008 2008
 Notes  £’000 £’000 £’000 £’000
Non-current assets
Investments a   5,635  5,564
   
Current assets
Amounts receivable from Group undertaking and other receivables b  735  1,696
Cash and cash equivalents c  3,001  2,001 
    3,736  3,697 
Current liabilities
Trade and other payables   –  (19) 
Net current assets    3,736  3,678
Total assets less current liabilities    9,371  9,242
Capital and reserves
Called-up equity share capital  21   108  108
Share premium account 22   8,467  8,437
Share options reserve    606  547
Retained Earnings    190  150
Total shareholders’ funds equity    9,371  9,242
These financial statements were approved by the Directors and authorised for issue on 23 October 2009 and are signed on their behalf by:
D E Evans    H J J Rylands
Chairman     Company Secretary
Epistem Holdings Plc
Registered Number: 6108621
Accounts
Epistem Holdings Plc Annual Report 2009  51   For the year ended 30 June 2009
Company Statement of Changes in Equity
   Share Share 
  Share premium options Retained 
  capital account reserve earnings Total
  £’000 £’000 £’000 £’000 £’000
At 1 July 2007  98 7,401 – 30 7,529
Allotment of ordinary shares  10  1056 – – 1066
Share issue costs  – (20) – – (20)
Recognition of equity settled share-based payments
– in respect of previous periods  – – 454 – 454
– current year  – – 93 – 93
Profit for the year  – – – 120 120
At 30 June 2008  108 8,437 547 150 9,242
Allotment of ordinary shares      
Allotment of ordinary shares  – 24 – – 24
Recognition of equity settled share-based payments  – – 71  71
Exercise/lapse of options  – 6 (12) 6 –
Profit for the year  – – – 34 34
At 30 June 2009  108 8,467 606 190 9,371
52  Epistem Holdings Plc Annual Report 2009 For the year ended 30 June 2009
Company Statement of Cash Flows
   2009 2009 2008 2008
   £’000 £’000 £’000 £’000
    
Cash flows from operating activities
Profit for the year before      
Share-based payment expense    –  –
Operating profit before changes in working capital and provisions    –  –
(Increase) in trade and other receivables    961  (1,196)
Increase in trade and other payables    (19)  18
Cash outflow from operations    942  (1,178)
Interest received   34  120 
Tax (paid)/received   –  – 
     34  120
Net cash outflow from operating activities    976  (1,058)
Cash flows from financing activities
Proceeds from issue of share capital   24  1,066
Expenses of share issue   –  (20)
Net cash inflow from financing activities    24  1,046
Net (decrease)/increase in cash equivalents    1,000  (12)
Cash and cash equivalents at beginning of year    2,001  2,013
Cash and cash equivalents at end of year    3,001  2,001
Analysis of net funds
Cash at bank and in hand    3,001  2,001
Bank overdrafts    –  –
Net funds    3,001  2,001
Accounts
Epistem Holdings Plc Annual Report 2009  53   For the year ended 30 June 2009
Notes to the Company Financial Statements
a. Investments
Company
The Company is the holding company of the Group. 
The Company owns 100% of the issued share capital of Epistem Limited and, additionally during the current year, Epistem SIP Trustees 
Limited, companies both registered in England and Wales. The issued share capital is fully paid and is included in the consolidated financial 
statements of the Group. The principal activity of Epistem Limited is the provision of services to the biotechnology and pharmaceutical 
industries. The principal activity of Epistem SIP Trustees Limited is to act as trustee to the Epistem Share Investment Plan.
      Investment in 
      subsidiary 
Year ended 30 June 2009      £’000
Cost 
At 1 July 2008      5,564
Additions      71
At 30 June 2009      5,635
Net book value      
At 30 June 2008      5,564
At 30 June 2009      5,635
     
      Investment in 
      subsidiary 
Year ended 30 June 2008      £’000
Cost      
At 1 July 2007      5,017
Additions      547
At 30 June 2008      5,564
Net book value      
At 30 June 2007      5,017
At 30 June 2008      5,564
Additions in the year ended 30 June 2009 comprised the fair value of the share options issued to employees of the subsidiary undertaking during 
the year of £71k. Additions in the year ended 30 June 2008 comprised the fair value of the share options issued to employees of the subsidiary 
undertaking during the year of £93k and £454k reflecting the replacement of the original share options issued by Epistem Limited.
b. Amounts receivable from Group undertaking and other receivables
     2009 2008
Company     £’000 £’000
Amounts receivable from Group undertaking     735 1,672
Accrued income     – 4
      735 1,696
54  Epistem Holdings Plc Annual Report 2009 Notes to the Company Financial Statements
For the year ended 30 June 2009
c. Cash and cash equivalents
     2009 2008
Company     £’000 £’000
Cash at bank and in hand     1 1
Short-term bank deposits     3,000 2,000
      3,001 2,001
Cash and cash equivalents comprise current accounts held by the Group with immediate access and short-term bank deposits with a maturity 
of three months or less. Market rates of interest are earned on such deposits. The credit risk on such funds is limited because the counter 
parties are banks with high credit ratings assigned by international credit rating agencies.
Accounts
Epistem Holdings Plc Annual Report 2009  55   Notes
56  Epistem Holdings Plc Annual Report 2009 Printed on Revive 50:50 Gloss (250gsm cover & 170gsm pages 1-24)  
and Soporset (120gsm pages 25-56).
Revive 50:50 Gloss is an FSC-recognised paper, produced from  
well-managed forests, and recycled wood or fibre. This publication  
was printed with vegetable oil-based inks by an FSC-recognised printer 
that holds an ISO 14001 certification.
Introductory Highlights Directors, Secretary and Advisers
Year-on-year sales up 92% •	
Contact Research Services 20% •	
sales growth
Biomarker sales growth and maiden •	
divisional profit
Announcement of Regenerative •	
Medicine collaboration with  
Novartis AG
Maiden Group profit and positive •	
Earnings Per Share
Strengthened cash balance with •	
improved trading outlook
 
Exceptional growth
1st
Year of profit
20%
Contact Research Services
sales growth year on year
92%
Sales growth
The 2008/09 financial year saw Epistem continue  
to build on last year’s outstanding performance. 
The year’s results include an impressive 92% increase  
in year-on-year turnover and a maiden after tax profit  
for the company.
Directors
David Evans
Matthew Walls
Prof. Chris Potten
Catherine Booth
Gerard Brady
Roger Lloyd
Jeffrey Moore
Robert Nolan
John Rylands
Company Secretary
John Rylands
Registered Office
48 Grafton Street
Manchester M13 9XX
United Kingdom
Registrars
Neville Registrars Limited
18 Laurel Lane
Halesowen B63 3DA
Principal Banker
Natwest Commercial Banking
1 Spinningfields Square
Deansgate
Manchester M3 3AP
Nominated Adviser and Broker
Piper Jaffray Limited
One South Place
London EC2M 2RB
Auditors
HW Chartered Accountants
Bridge House
Ashley Road
Hale
Altrincham
Cheshire WA14 2UT
Legal Advisers
McGrigors LLP
Princes Exchange
1 Earl Grey Street
Edinburgh EH3 9AQ
Other Adviser
Zeus Capital Limited
3 Ralli Courts
West Riverside
Manchester M3 5FT
Epistem Plc
48 Grafton Street
Manchester M13 9XX 
United Kingdom
T +44 (0)161 606 7258
F +44 (0)161 606 7348
www.epistem.co.uk Epistem Holdings Plc
Annual Report and Accounts 2009
Epistem Holdings Plc  Annual Report and Accounts 2009
Strengthening 
foundations for  
future growth
Controlling life-long tissue renewal Controlling life-long tissue renewal
Epistem Plc
48 Grafton Street
Manchester M13 9XX 
United Kingdom
T +44 (0)161 606 7258
F +44 (0)161 606 7348
www.epistem.co.uk