SH Global PLC Annual Report & Accounts 2021

SH GLOBAL PLC Annual Report & Accounts 2021

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SH GLOBAL PLC

Welcome to the SH Groups' 2021 Annual Report & Accounts SH Global is a global Consultancy in people and transformational change, headquartered in the UK. We are pleased to report our annual results for the year ended 31st December 2021.

Financial & Operational Highlights

3

Financial History

4

Chairman's Report

5

Group Managing Directors' Report

6

Finance Directors Report

8

Key Performance Indicators

11

Business Overview

12

Principal Risks and Uncertainties

13

Directors and Corporate Information

14

Environmental Social Governance Report

15

Directors Report

20

Audit and Risk Committee Report

22

Remuneration Committee Report

23

Independent Audit Report

24

Group Financial Statements

27

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SH GLOBAL PLC

Financial & Operational Highlights EBITDA

EBIDTA Margin

£10.3m

Net cash

£17.0m

22.5%

Revenue

Net Fee Income

£48.0 m

£43.9 m

Earnings per share

332 pence

Dividend per share

250 pence

Operational Highlights 285 Clients

4 service lines

82% of NFI from existing customers

Consulting Executive Search Interim Executive Leadership Advisory

67 Consultants Total headcount 172

12 International Offices servicing clients in 32 countries

9 Global Industries

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SH GLOBAL PLC

Financial History Revenue £ millions

CAGR 25%

50

72% organically 28% by acquisition

40

30

+10% APAC

20

+38% USA

10

0

2017

2018

2019

2020

Margin growth From 9.6% to 285 22.5% Clients

+22% EMEA

2021

EBITDA £ millions 15

4 10 service lines

12 Offices

5

67% of EBITDA, and 85% of PAT returned to shareholders*

0

2017

2018

2019

2020

2021

SH GLOBAL PLC

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Strategic Report

Chairman's Report Timothy Sheffield

Overview

Strategy

I am pleased to introduce SH Global Plc’s 2021 annual report after a record year for the company. Despite the challenging environment for our clients, our people and broader society, which presented itself in early 2020, the business has performed exceptionally well.

The Board was pleased to see that the business continued to deliver on all facets of its four pillars of growth:

The group delivered strong revenues of £48m over the year, a 56% increase from £31m in the 12 months ending 31st December 2020. EBITDA of £10.3m represents a 23.7% EBITDA margin. This outstanding performance is due to the focus on excellent client service, repeat customers, consistent collaboration across global teams, the strengthening and diversifying of our service lines, and favourable market conditions.

During the year, SH Global continued to support its clients to address their people and change challenges, with all the group’s services in high demand. The pandemic has caused a significant adjustment to our way of working, namely adapting to a hybrid work model and using new technologies to deepening client relationship through virtual engagement. As we see clients increasingly recognising the value of attracting, retaining and developing their senior talent, our industry has entered a new phase of growth.

This bodes well for the future of our company.

Building a global, borderless business Developing diverse high performing teams Making strategic acquisitions Investing in innovation, data and insights Our strategy is to achieve greater sector balance through the growth of Financial Services, Technology, Consulting and other sectors. Our objective is to deliver 40% of our revenues from outside Financial Services by 2025. In addition, we will achieve greater balance across our integrated services where revenues derived from executive search represent less than 70% of net fee income. Our business is evolving from a single service executive search firm to a professional services company focused on people and transformational change.

Governance An important part of our evolution is fulfilling the Group’s transition to strong corporate governance. The company has adopted the QCA Corporate Governance Code as guidance for its board, management, employees and shareholders. The board and its committees meet regularly to oversee the Group’s corporate activities.

With a strong foundation built over many years, the board looks to the future with confidence. We will continue to grow the business in line with our corporate objectives and we are optimistic about the opportunities for our clients, employees and shareholders.

SH GLOBAL PLC

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Strategic Report

Group Managing Directors Report Alex Cormack & Georgina Harley Throughout 2021 many of our client organisations launched new initiatives or underwent major business transformations due to the COVID-19 pandemic. These events create a significant demand on senior executives, including a need to reconnect with their leadership teams and hiring of new employees.

The outperformance of the business in 2021 was underpinned by our core values, stability, low staff turnover and long tenure from consultants combined with increasing contribution from our strategic growth sectors, services and geographies. Sheffield Haworth was well positioned in emerging from the pandemic to advise clients and engage in growth sectors through our global footprint, flexible approach and teams of industry specialists who provide deep insight within their specific sectors.

People and Culture is now at the forefront of our clients’ minds and through our range of services that span executive search, leadership advisory, interim and change consulting and deep relationships we have been able to provide solutions that respond to their leadership and talent concerns and ambitions.

Executive Search & Interim We are pleased that all of our sector teams showed an increase in fee income on the previous year. Highlights include the progress towards our goal to dominate within the Technology sector. We have advised large multinational banking organisations, institutional investors, asset managers and insurers on their technology transformation, supported professional services organisations consulting in the digital world and partnered with growth companies and start-ups in the sector.

The Real Assets team have benefited from their expertise in emerging sub sectors including renewables, climate technology, real

estate technology, real estate healthcare and life sciences. Much of this activity has been spurred by a greater appreciation of ESG issues that have emerged from the pandemic.

Many organisations we interact with have high ESG ambitions but lack the talent to deliver.

Through our flexible and solutions orientated approach driven through internal collaboration we have been effective in helping our clients on their journey to fulfilling these ambitions.

Change Consulting In addition to Executive Search, Sheffield Haworth has grown its capabilities in Change Consulting with the hires of key individuals in early 2022. We partner with financial services organisations as they undergo large transformation programmes including: Cloud Transformation Enterprise "Fit for Future" programme Technology & Operations Transformation Securities Programme Agile Transformation Our value proposition is to provide high quality services with an agile approach. This is resonating with both consultants for projects and the client organisations.

Leadership Advisory 2021 was a landmark year for business and leaders, with a key theme emanating around 'reconnection'. Many client organisations hired new executives virtually into their business and often were meeting for the first time after 12-18 months. We expect this trend to continue as workforces and leadership teams remain distributed and permanently adopt a fluid approach to remote/office-based working.

In its first full year of operating, the Leadership Advisory business worked with clients on the following programmes:

SH GLOBAL PLC

Leadership development programme for executive cohort - Asset Management Executive team assessment - PE owned asset servicing firm Learning & Development framework - Global Bank CFO coaching programme - innovative PE Fund.

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An integral part in our quest to build high performing teams is to develop, mobilise and promote internally. This has historically proved to be a successful growth strategy for the company, and by example, the two Managing Director promotions in 2021 started with Sheffield Haworth as Associates.

Our business model includes flexible and bespoke delivery to clients across industries in various locations. We work with a panel of over 25 certified coaches and assessors representing f o lthan l o w i nten g pdifferent r o g r a m mindustry es more sectors and have plans to increase the size of this delivery pool in 2022.

We believe that diverse teams produce the best results for our clients and our value of inclusivity states that we will support all our people to realise their potential at the company, regardless of their gender, ethnicity, background or disability. We are proud that three Global Practice Leaders and one of our Consulting Business Leaders are women.

Pillars of Growth

Data & Insights:

Building a global borderless business:

Data is an important part of the value proposition to clients. Executive search firms gather vital information on client activities, and on potential candidates. Increasingly we are being asked to start earlier in making a hire – for example through competitor benchmarking of team structures, and pipelining for specific roles. The ability to store this data uniformly, so that it can be used repeatedly with different clients, is critical.

We continued our international expansion in all major geographic regions by adding consultants, including Managing Directors, to our offices in Australia, Shanghai, Dubai, New York and Los Angeles offices. Similarly, we promoted two colleagues to Managing Director in our London and New York offices. Our US region is now our largest fee generating geography, overtaking the UK. During the last four years we have focused on collaboration and cross selling, including using our deep relationships with clients to generate fee income across multiple Sheffield Haworth locations. This trend continued in 2021, not only with large multinational banks, asset managers and professional services consultancies but also several real assets, venture capital and growth technology clients that we have supported on global growth.

Developing diverse, high performing teams: In 2021, we further enhanced our Employee Value Proposition building out development paths for employees in leadership, consulting, delivery and operational roles. Through building high quality execution, investing in support and infrastructure functions, more sophisticated marketing and driving global collaboration we have elevated our brand and used our existing consultants to complete a greater volume of projects at higher fee income levels. This in turn elevates our consultant's revenue generating potential.

We are pleased to partner with several clients on multi-year engagements as they aim to build a pipeline of potential candidates for the longer term. Our newly formed data hub in India has been pioneering sophisticated research and analytic techniques to help us speed up and automate the identification and screening of target candidates. We recently signed a threeyear engagement with a fast-growing professional services organisation to support all senior hiring for this period.

Secondly, tracking business development activity and the execution of a project through use of technology platforms greatly improves efficiencies. This results in more projects that can be won and delivered at a higher quality over time. This year we delivered 172 projects to clients via an online portal through our Customer Relationship Management system.

These provide clients with real time updates on projects, secure and convenient access online and a more agile approach to managing candidates in a fast-moving market.

Finally, we see a white space opportunity to productise this information and deliver to clients and other stakeholders in subscription type revenue models.

SH GLOBAL PLC

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Strategic Report

Group Finance Directors Report Patrick Meehan, Group Finance Director Overview

Performance Highlights

The SH Group delivered a record financial performance in 2021, showing growth in all sectors, services, and geographies, demonstrating the relevance and robustness of our strategic growth plan.

The company achieved a strong increase in net fees and operating profit not only up strongly versus 2020, but also surpassing record 2019 levels.

The group saw an encouraging performance in the first quarter, which was followed by further strengthening in all subsequent quarters building momentum to a record beating 3rd and 4th quarters. Our very strong balance sheet positions us well for the future.

Income Statement Revenue for the year was up 56% to £48 million (2020: £26.1 million) while net fees increased by 69% to £44.0 million (2020: £26.1 million). The weakening of our main trading currency, the US Dollar, against Sterling during the year reduced total net fee income by £1.8 million.

The Group’s performance in 2020 was impacted by the Covid-19 pandemic (net fees fell 9% on 2019) but during the current year demand for our services regained momentum and excellent progress was made with the Group far surpassing 2019 levels. The increase was led by strong growth in our largest region, the US +74%, followed

by EMEA +71% and ASIA PAC +42%.

All client sectors showed strong growth with Financial Services +69%, Professional Services & Consulting +80%, Technology +28% and Real Assets +94%.

Net fees from all service lines grew during 2021, with Executive Search achieving the highest growth making up 87% of group revenue (2020: 79%), Interim Executive 4% (2020: 9%), Change Consulting 8% (2020: 10%), and Leadership Advisory 2% (2020: 2%).

Operating overheads saw an increase of 52% YoY. The increase was mainly attributable to staff costs because of higher average salaries, bonuses, commissions, and staff acquisition costs. Technology costs also increased mainly to drive innovation and reduce operational risk, by moving towards improved systems in support of the SH Group strategy, offset by the continued absence of travel and client entertainment expenditure.

The financial results were positively impacted by other income of £0.3 million relating to a successful business rates reduction claim on our London head office premises.

SHEFFIELD HAWORTH

EBITDA was £10.3 million (2020: £3.3 million), up 312%. The Groups operating profit margin increased to 23.5% (2020: 12.7%) which reflects the recovery in trading activity, as well as the positive contribution of our 2019 headcount investment.

The operating margin was also favourably affected by elevated average fee levels, a shortening of time between invoicing milestones, and no infrastructure costs for accommodating additional headcount growth, improving both productivity and operational leverage. The Group continues to carry higher real estate capacity for its headcount requirements, partly due to hybrid working arrangements.

Foreign exchange exposure In 2021, the net currency movements versus Sterling provided some headwind to the reported performance of the group, reducing net fees by £1.8 million and operating profit by £0.3 million. This was mainly attributable to Sterling strengthening against the US Dollar, the main trading currency of the group.

Exposure is limited due to most operating costs in each currency being ‘matched’ creating a natural hedge to operating profit only.

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Overall, the reported profit before tax was £9.8 million (2020: £2.9 million) up 246%.

The reported profit after tax was £7.8 million (2020: £2.1 million) up 264%.

Earnings per share (‘EPS’) The reported EPS was £3.32, up 243% YoY. The YoY growth reflects higher operating profit given the significant improvement in trading performance post pandemic, underlying gains from investments made in 2019 and a decrease in the Groups ETR. There was a partial offset by an increase in of 0.1 million (4.4%) in the weighted average number of shares.

Non-operating and exceptional items had an impact on EPS of £0.26.

The diluted EPS was £3.12. Share dilution mainly results from various share options and LTIP arrangements in place.

Dividends The Board aims to continue returning a high percentage of retained earnings (adjusting for non-cash, exceptional or capitalized costs) to shareholders. The Board has proposed to pay a dividend of 250 pence per share, (2020: 85 pence) or 75% of retained earnings (2020: 83%).

Income Tax The tax charge for the year on the Group's profit before tax was £2.1 million (2020: £0.7 million) representing a full year effective tax rate (ETR) on operations of 21% (2020: 25%).

The groups ETR varies depending on the mix of taxable profits by territory, utilisation of any available loss relief, non-deductibility, and other one-off tax items.

The reduction in the 2021 ETR was mainly due to fully utilising the last of overseas loss relief in Singapore of £0.7 million, and successful R&D tax relief in the UK on data investment of £0.1 million.

Balance Sheet Total Group net assets increased to £15.0 million (2020 £10.5 million), driven by the excess of net profit over the dividend payments. Net working capital increased by £4.1 million on the prior year, driven mainly by the accelerated growth in revenue. Our debtor days were 51 (2020: 49) Our business model remains highly cash generative.

SH GLOBAL

Investment in subsidiaries The subsidiary undertakings affecting the profits and net assets of the Group are listed in note 13 to the Consolidated Financial Statements. During the year all the Group’s businesses delivered strong financial performances. Accordingly, no significant indicators of impairment were identified when reviewing recoverable amounts of the Company’s investment portfolio.

Liquidity Management In 2021, cash generated from operations was £12.0 million (2020: £1.7 million). It represented the improved operating profit.

Income tax paid increased to £0.8m (2020: £0.5 million) reflecting the improved underlying trading performance across our markets and sectors.

In 2021, fees payable in relation to the potential IPO of the SH Group totalled £0.5m are carried forward on the balance sheet in full.

Investment in our proprietary data platform TALNT ™ totalled £0.3 million, of which R&D tax relief of £0.1 million will be applied for.

Capital expenditure increased to £1.1 million (2020: £0.2 million) £0.9 million of which related the fit out of our new London office, though these costs were offset (76%) by landlord’s contributions which have been amortized on the same basis as the expenditure.

The Group spent £57,080 for the purchase of its own shares. (2020: £63,673) Dividend payments were £1.9 million (2020: £1.8 million) Overall, the underlying cash performance in 2021 was solid with 121% of operating profit converting into operating cash flow (2020: 46%) primarily reflecting very strong trading performance across the Group and post year end bonus payment timing impact. We started the year with cash of £8.4 million and closed the year with cash of £17.0 million.

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Investment and capital allocation The SH Group remains disciplined in its approach to allocating capital, with the core objective always being to maximise long term shareholder value and returns: Balance sheet – our intention is to maintain a strong balance sheet at all times.

Organic growth – a key objective is to invest in the organic growth of the business. We will actively invest in delivering scalable growth in net fees and margins – focusing on our people, systems, and processes to improve operational efficiencies as well as developing new business opportunities.

Acquisitions – we will seek to accelerate growth by acquiring business that both complement our strategy as well as offer financial enhancement.

Dividend – we aim to continue to pay a dividend in line with company performance and cash generated by the Group.

Surplus cash. We will consider returning excess capital to shareholders by way of special dividends and share repurchases in the event capital requirements of both organic and inorganic opportunities do not exceed that of net cash generated from operations.

The Group’s capital requirements are financed solely by retained earnings. The Group has no debt instruments or overdraft facility.

The Group remains in a strong financial position and has sufficient cash reserves to meet its obligations as they fall due for a period of at least 12 months from the signing of these financial statements.

Patrick Meehan Group Finance Director 8 March 2022

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SH GLOBAL PLC

Key performance indicators Revenue Revenue measures how well the Group has expanded its business through organic and inorganic growth

Executive Search Interim Change Consulting Leadership Advisory 2021 2020 2019 2018 2017 0

Net Fee Income Net fee income is revenue after incidental costs of sale to third parties and is used as an alternative KPI to indicate the underlying productive operating performance of the Group.

10

20

30

40

50

Executive Search Interim Change Consulting Leadership Advisory 2021 2020 2019 2018 2017 0

EBITDA This KPI helps to measure the profitability of the Group and the success of the business model

10

20

30

40

50

2021 2020 2019 2018 2017 0

2.5 Consultants

Headcount

5 Sales Support TALNT

7.5

10

Central Functions

2021

The year-end headcount KPI measures the growth in the Group's fee-generating consultants globally

2020 2019 2018 2017 0

50

100

150

200

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SH GLOBAL PLC

Business Overview 6% Tech

10% APAC

43% EMEA

14% Real Assets

NFI by location of assignment

47% USA

12% Professional Services

NFI by client sector

68% Financial Services

Retained assignments won 500 400 300 200 100 0

65% of our top 20 clients are either Fortune 500 or FTSE 100 companies

2017 2018 2019 2020 2021

67% of assignment involve at least 2 consultants

SH GLOBAL PLC

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Principal Risks & Uncertainties The Group Board continues to monitor the financial health of the firm in a variety of ways and considers that the financial statements of the group illustrate how the company performed during the year.

Principal risks and uncertainties The management of the business and the execution the group’s strategy are subject to several risks, but the following have been identified by the directors as being the main risks that could potentially impact on the company’s operating and financial performance.

1. The Economy - The executive and talent consulting industry is largely driven by economic cycles and levels of business confidence. The directors have attempted to reduce this cyclical risk by expanding geographically, increasing the number of areas of specialism and developing new business sectors.

2. Employees - The ability to continue to attract, develop and retain high calibre individuals is key to achieving the company’s operating and financial objectives. The directors attempt to mitigate this risk by implementing quality control procedures regarding the recruitment and development of employees, along with providing career progression and competitive pay structures.

3. Competition - The company operates in a highly competitive market with the mitigation of risk being achieved by our continuous review of competitors and potential opportunities available.

Financial risk management objectives policies The group's financial instruments comprise cash and liquid resources, and various items such as trade debtors and trade creditors that arise directly from its operations. The main risk arising from the company’s financial instruments are credit risk, liquidity risk, interest rate risk and foreign exchange risk. The company continually reviews these risks and acts as deemed necessary.

Credit risk – the company has adopted a credit policy to monitor and mitigate credit risk arising from trade debtors and counterparties. Credit risk is assessed based on customers' and counterparties' previous record, trading history, financial condition or credit rating.

Credit risk also arises from deposits with banks and financial institutions, as well as credit exposures to the company’s customers. The company does not use any debt instruments.

Liquidity risk – the company actively manages its finances to ensure that sufficient funds are available for operations. The liquidity risk is managed by regularly monitoring current and expected liquidity requirements to ensure that the group maintains sufficient reserves of cash and current working capital to meet is liquidity requirements in the short and longer term.

Interest rate risk – the company has interest bearing assets which are generally held at floating rates. The company monitors any interest bearing assets and their financial impact.

Foreign exchange risk – the company has assets and liabilities denominated in foreign currencies, predominantly the US dollar. The company does not use derivative financial instruments to manage the risk of fluctuating exchange rates, therefore no hedge accounting is applied.

Summary and future developments Looking forward to 2022, the company will continue to invest in the professional development and wellbeing of our people at all levels, actively acquire new and diverse talent, and increase its footprint via acquisitions.

SH GLOBAL PLC

Directors and Corporate Information Directors Timothy Sheffield Executive Chairman Patrick Morrissey Deputy Chairman Alexander Cormack Group Managing Director Georgina Harley Group Managing Director Patrick Meehan Group Finance Director Nigel Morland Independent Non-Executive Director Mark Richards Independent Non-Executive Director

Corporate Company Secretary Foysol Miah General Counsel Imsal Shahid Company Registered Number Registered in England Number: 11278199 Registered Office Forum 33 Gutter Lane, 5th Floor, London, United Kingdom EC2V 8AS Head Office Forum 33 Gutter Lane, 5th Floor, London, United Kingdom EC2V 8AS Legal Advisors to the Company Mills & Reeve LLP, Botanic House, 100 Hills Road, Cambridge CB2 1PH Auditors Menzies LLP. Lynton House, 7-12 Tavistock Square, London WC1H 9LT Nominated Adviser and Broker finnCap, 1 Bartholomew Close, London, United Kingdom EC1A 7BL Registrars TBD

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SH GLOBAL PLC

Environmental Social Governance Report Tim Sheffield, Executive Chair & Georgina Harley, Group Managing Director A Message from our Executive Chair Over a 28 year history, our company has built a reputation for high quality and utmost integrity in the way we work with both clients and individuals. That extends to the way in which we consider our responsibility as a global corporation, the example we set and role we play more widely across society.

After two years of economic disruption and the accompanying social challenges of COVID-19, our client organisations are facing changes to their business models at a pace not seen before.

They are being challenged by investors, regulators, customers and communities to be more mindful about the impact they have on all their stakeholders across all environmental, social and governance issues. Often the more mature businesses are struggling to keep up with technological changes disrupting their entire value chain and the impact this has on the global working population.

Our role is to help our clients navigate these challenges and ensure they have the leadership capability to perform in this rapidly evolving environment. The advice we provide to leaders of organisations centres around a cultural mindset fit to marry with the direction of the organisation. Today, more than ever, executives in senior positions must represent and share similar values as their customers and their communities.

At Sheffield Haworth we approach everything we do with this perspective: to help organisations and individuals achieve their potential.

A Message from our ESG Committee This inaugural report is released amidst a backdrop of the ongoing societal pressures following COVID-19, and much political and economic uncertainty around the world.

Throughout the pandemic we witnessed working patterns shift and opportunities open and close for many people. Alongside these events we formalised our activity on Diversity, Equity & Inclusion (DEI) initiatives, both for our clients and our own people.

Some highlights include: Increasing the diversity of our employee base Ben Johnson, Managing Director in the Insurance practice achieving the IDEA AESC award 30% gender placements with clients across our teams Support of Envision charity in the UK and the WIN charity in the US to provide interview training for young people

Our business values and who we are Our values form the foundation of everything we do. and every interaction we have and can be summarised across these four pillars:

Trust

Humanity

Inclusion

Excellence

Employee Awareness of ESG In early 2021 we asked our employees about their attitudes towards key components of ESG including: Community Wellbeing Diversity & Inclusion ESG reporting How to get involved Education of those in the community was the #1 area of interest from our employees, as well as supporting local community partners.

Interestingly, employees are keen to know how our own footprint is being calculated, which will require us to review our office spaces and prioritising key elements for our own reporting. There are also practices our people adopt individually including utilising sustainable transport.

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SH GLOBAL PLC

Sustainability and our clients

Talent Development

Sustainability is an increasingly important issue for many of our client organisations, particularly those operating in the financial services, energy and natural resources, real assets and consulting industries. In the asset management industry many firms are establishing themselves as responsible investors and launching ESG funds in order to meet demands from investors.

Training and development is a central element of our People Strategy at Sheffield Haworth. We invest significant time and financial resources in the career development of our people to maximise their potential and ensure they have long and rewarding careers.

Additionally, we work with organisations investing in or developing proprietary climate technologies and new energies, for example climate technologies which are explicitly focused on reducing GHG emissions, or addressing the impacts of global warming.

We partner with these organisations on a wide range of topics: integrating ESG knowledge and experience into their own business practices sourcing of leaders for ESG roles managing delivery of large change projects We have noted that senior individuals interviewing for roles are increasingly interested about a company’s own CSR agenda and looking for ESG focussed opportunities.

Our People Talent Acquisition At Sheffield Haworth we recognise that our most important asset is our people. How we retain the best by offering a supportive culture and environment with appropriate development and career opportunity is one half of the equation.

The other half is the acquisition of talent in a highly competitive market.

Over the past 12 months we have hired a record number of employees into the firm. Of the new hires, 51% were women, and of the internal promotions, 30% were women. We are currently building a world class TA function which includes requirement capture through to utilising appropriate channels to market, whether they be our own internal capability or third parties, as well as using digital channels and offshore resourcing models. Additionally, we are reviewing our current employee value proposition and how we articulate it to the market, our broader employment brand and our recruitment process and onboarding.

We offer a range of bespoke development initiatives that are tailored to the career stages of our people, from our Associate programme, run in conjunction with the AESC (Association of Executive Search and Leadership Consultant), to our Management Essential Programme that helps to equip people managers with the skills and expertise to build and nurture high performing individuals and teams.

As we recognise the continuous success of the business relies on strong leadership, we are proactive in our approach to leadership development and succession planning.

We have recently launched our Leadership Development Framework which offers a suite of learning options, from Executive Coaching and Leadership Masterclasses to the use of industry recognised insight tools to increase the capability and impact of our Senior Leaders and Managing Director population.

Due to our international presence, we are proud to offer our people truly global careers, and in the last 5 years, we have relocated over 20 staff internationally. To further promote international mobility and cross-border collaboration, in 2022 we will launch our Global Explorer programme which will see some of our high performing talent spend up to two weeks in one of our global offices gaining different cultural and business perspectives, whilst collaborating with their international colleagues.

Other elements of our People Strategy to improve employee retention and maximise career opportunities include employee coaching and development during appraisal meetings held quarterly between individuals and their line managers to review progress against rolespecific competencies, identify further development support and to celebrate achievements.

Mentorship At Sheffield Haworth we have a dedicated Mentorship Programme managed centrally through our Learning & Development team, as we recognise that some individuals require career development insight or guidance from a different perspective from their line manager.

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SH GLOBAL PLC

The overall aim of our mentorship programme is to help our people to develop more effectively to the point of self-reliance, and on request, an individual is paired up with a mentor, typically a senior member of staff from a different practice area who has willingly volunteered to support the development of our people.

Our oversubscribed programme has created successful mentor / mentee partnerships built on trust, which has resulted in higher levels of confidence, increased speed to competence and better clarity on how to navigate careers at Sheffield Haworth.

Wellbeing

Sunday Times HSBC International Track 200 Sheffield Haworth was ranked on the 12th annual Sunday Times HSBC International Track 200, which recognises the UK’s leading private companies with fastest growing international sales for the last two years.

Disability Confident Committed Employer

Employee wellbeing is crucial to our success. We offer flexible working to maintain a healthy worklife balance, allowing our staff to choose when and how often they come to the office.

Our employee wellbeing programme offers practical advice on dealing with stress, as well as teaching stretching and meditation techniques.

Our London HQ also has a dedicated wellness room for anyone needing a little time out or a quiet space.

Awards and recognition for workplace practices

We are proud to have achieved Disability Confident committed status and are committed to ensuring that physically impaired people and those with long term health conditions have the opportunities to fulfil their potential and realise their aspirations.

Our Initiatives Our commitment to DEI Internal DEI Working Group

IDEA AESC Award – Ben Johnson Ben Johnson, Insurance Practice Lead, received the AESC Inclusion, Diversity, Equity and Access Award which recognises individuals within the executive search and leadership consulting profession who demonstrate an exemplary commitment to inclusion, diversity, equity and access.

Ben was awarded this accolade due to his commitment to bringing LGBTQ+ inclusion into the mainstream conversation providing the resources to have discussions with clients around LGBTQ+ talent and inclusion.

We have set up an internal group made up of representatives from across our offices. The Group generates ideas on how to challenge clients around DEI and provides solutions to help them move forwards. We draw on experiences from previous engagements and assess what other organisations are doing to attract and nurture talent to gather learnings for future mandates.

We have created various workstreams that meet regularly to focus on specific issues relating to these groups and lead on event participation, partnerships and thought leadership. These include gender, LGBTQ+, Neurodiversity, physical impairment and ethnicity.

SH GLOBAL PLC

In line with our aim of becoming a more diverse and inclusive employer of choice, Sheffield Haworth has partnered with and are members of some key organisations who are aligned with our purpose and objectives, including:

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As trusted advisors to fast growing start-ups, publicly listed corporations and private companies we see first hand how a diverse and inclusive workforce increases efficiency, governance, and innovation within organisations.

We incorporate DEI principles into all aspects of our work with clients spanning executive search, change management, and leadership advisory.

Last year, 30% of our placements with clients were gender diverse.

Research and pipelining of candidates Just as our search process is research driven, so is our approach to gender and Under Represented Minorities (URM) diversity identification and pipelining projects.

Internal training Diversity, Equity & Inclusion is an integral part of how we do things here at Sheffield Haworth as we believe that an inclusive workplace drives collaboration and enhances business performance.

To develop and maintain this commitment, the firm proudly partners with a number of external organisations and internal networks to help our people understand what DEI means, share experiences, and drive positive change in the workplace.

We offer our people regular, interactive training and seminars on a wide range of DEI topics, including understanding & managing unconscious bias, neurodiversity at work, and how to use diversity to develop client relationships.

In addition, we support our leaders in being excellent advocates in fostering an inclusive culture by including themes around building an inclusive culture / inclusive leadership within our Management and Leadership Development programmes.

Working with clients on DEI Diversity, equity and inclusion are now strategic imperatives for all businesses. At Sheffield Haworth, our purpose is to help people and organisations realise their potential, and that includes enabling a diverse and inclusive workforce.

Across our global team, we have subject matter experts representing all continents who contribute their expertise on these projects for our clients.

We’ve published white papers and are continually adding top diverse talent to our research and our global database.

The team has an established track record of completing diversity focused assignments and talent insight projects globally. We are able to seamlessly work cross-functionally as needed in order to successfully accomplish our client’s objectives. Our fully embedded Hogan assessment process enables our team to provide a neutral approach to promoting meritocracy.

Holistic approach to talent management We take an holistic approach to ensure our clients are kept up to date with the most recent news, developments and best practices in talent attraction and development. We work with clients on their leadership development programmes for both executives and high potential cohorts.

We also coach clients to ensure diverse candidates experience success in their organisations after onboarding.

Ensuring diverse shortlists when hiring for leadership hires Sheffield Haworth, in interviewing and presenting candidates we proactively seek to provide our clients with a diverse candidate selection at both long list and short list stages.

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SH GLOBAL PLC

Our community

Our environment

SH Cares Initiatives

Carbon neutral on business flights

The SH Cares programme reinforces our commitment of being a supportive and inclusive place to work and connects our employees with their local community.

We are partnering with an organisation to calculate and offset the carbon produced from the international travel we undertake to reduce our environmental impact. The organisation we partner with plants trees for donations in areas where they are most needed to help restore forests and create habitats for biodiversity.

We partner with a select group of organisations in our major cities including: We are helping to fund and provide mentoring and coaching for disadvantaged young people in London, supporting them and helping them with their communication skills and to give them an insight into the world of work.

We are working with WIN, a charity based in New York City which runs shelters for women and children. Our team volunteers time with these women, offering career advice and interview tips to help improve their employment opportunities. We have also made a company donation to help fund their Camp Win programme which puts together activities for children in these shelters during the summer months when school is out.

We have partnered with 10,000 Black Interns to provide paid internships for black students within our business. They spend time with all parts of our business and work on projects to give them exposure to a business environment.

Recycling in offices Our new office space in London has been designed with consideration for reused items and recycled materials. We operate a minimal waste policy in our offices which includes mixed recycling and confidential waste.

Our business practices - ISO certifications We are working towards achieving the globally recognised ISO 9001 and 14001 accreditations to demonstrate our commitment to implementing and maintaining a quality management and environmental management system.

ISO 9001 helps to improve efficiencies and increase productivity while giving our clients peace of mind that our processes and systems are secure. It helps us to continually monitor and manage quality across our business so we can identify areas for improvement.

ISO 14001 helps to ensure that our day to day operations are more sustainable and that we adhere to the latest regulatory and industry compliance to reduce our impact on the environment. It also helps us to understand and plan for emergency response/disaster recovery, customer and employee expectations, and relationships with our local communities.

PAGE 20

SH GLOBAL PLC

Directors' Report The Directors present their Annual Report together with the audited consolidated financial statements for the year ended 31st December 2021.

Directors' responsibilities statement The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year.

Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to: select suitable accounting policies for the Group's financial statements and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient

to show and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

Matters covered in the strategic report In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 the Strategic Report preceding the Directors' Report includes information that would have formerly been included in the business review, the principal risks and uncertainties and future developments sections of the Directors' Report.

Results The profit for the year, after taxation and minority interests, amounted to £7,540,263 (2020 - £2,139,719).

Directors The directors who served during the year were: T J D Sheffield A N Cormack P T Meehan N A Morland P D Morrissey M W L Richards G Harley (appointed 15 December 2021)

Substantial shareholdings As of 31st December 2021 the following parties were interested in 3% or more of the Company's ordinary share capital.

Timothy Sheffield Patrick Morrissey IPGL Limited Alexander Cormack John Gardner

Shares held

% held

1,159,575 344,431

50.3% 14.9% 7.4% 4.5% 3.1%

170,000 103,897 72,491

PAGE 21

SH GLOBAL PLC

Directors' Report Qualifying third party indemnity provisions The Company maintains Directors' and officers’ liability insurance which provides appropriate cover for legal action brought against its Directors.

The Company's practice has always been to indemnify its Directors in accordance with the Company's Articles and to the maximum extent permitted by law. Qualifying third party indemnities, under which the Company has agreed to indemnify the Directors, were in force during the financial year and at the date of approval of the financial statements, in accordance with the Company’s Articles and to the maximum extent permitted by law, in respect of all costs, charges, expenses, losses and liabilities which they may incur in or about the execution of their duties for the Company, or any entity which is an associated company (as defined in Section 256 of the Companies Act 2006), or as a result of duties performed by the Directors on behalf of the Company or any such associated company.

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events There have been no significant events affecting the Group since the year end.

This report was approved by the board and signed on its behalf.

T J D Sheffield Director Date: 31 March 2022

Acquisition of own shares The Company had 2,306,867 ordinary shares of 10 pence each in issue at 31 December 2021 (2020: 2,209,170), which are fully paid. During the year to 31 December 2021 the Company has purchased for cancellation 9,324 ordinary shares with a nominal value of £932 which equated to 0.42% of the called-up share capital of the Company at the beginning of the year. The aggregate consideration paid for these shares was £57,171.

Disclosure of information to auditors Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

P T Meehan Director Date: 31 March 2022

PAGE 22

SH GLOBAL PLC

Risk & Audit Report Nigel Morland, Independent Non-Executive Director

Risk Committee

Audit Committee

The Risk Committee comprises:

The Audit Committee comprises three members, Mark Richards, Tim Sheffield and Nigel Morland. Mark and Nigel are the two Independent Non-Executive Directors of the Company. Patrick Meehan, Group Finance Director of the Company, also attends. As Chair of the Committee with a background as a Chartered Accountant, Auditor and Finance Director Nigel has significant relevant financial experience.

Nigel Morland, Independent NonExecutive - Committee Chair Imsal Shahid, Group General Counsel Committee Secretary Michelle Henry, Managing Director Patrick Meehan, Group Finance Director Debbie Gazzard, Head of Human Resources Rocky Bandara, Head of Technology The Committee comprises a full range of the heads of key functional support areas, and an experienced senior recruitment consultant. It generally meets every other month to review the principal risks facing the Group (summarised on page 2 of the Group’s Financial Statements), and to maintain the Group’s Risk Register. In addition, each meeting focuses on a particular area of risk and on progress made in mitigating actions, for example on Data Security, Cyber Risk, Reputational Risk, Key Staff Retention, with subsequent meetings following up on agreed actions.

The Committee is required to report any particular areas of concern to the Group Board.

The Committee meets twice a year with the Company’s external auditors, with a planning meeting arranged in advance of the audit to consider the proposed approach to the audit, including risk factors, areas of judgement, and materiality levels, and any relevant changes in accounting and reporting standards. On completion of the audit, the Committee reviews the auditors findings and the final draft accounts. The Committee also recommends the auditors remuneration and reappointment.

The Audit Committee has considered the need for an internal audit function during the year and is of the view that, given the size and nature of the Company’s operations and finance team, there is no current requirement to establish a separate internal audit function.

Nigel Morland Risk & Audit Committee Chairman March 2022

PAGE 23

SH GLOBAL PLC

Remuneration Committee Report Mark Richards, Independent Non-Executive Director The Remuneration Committee is set up to ensure best practice pay, reward and benefits are applied throughout the firm.

The Committee is Chaired by Independent Non Executive Director, Mark Richards who took over from Nigel Morland as Chairman of the Committee during quarter 4.

To ensure best practice the Committee is advised by Andy Boorman, a remuneration specialist who was formerly Group HR and Services director for the global fund management company Henderson Group PLC. Other members of the committee are Tim Sheffield, and HR Director Debbie Gazzard, with participation where appropriate from Group Managing Directors Georgina Harley, and Alex Cormack.

Scope of the committee The Committee, reviews all Managing Director and above Appointments, and approves the parameters of pay and reward throughout the firm. The Executive chairman's benefits are approved by the Non Executive s of the firm.

The committee also reviews senior level succession planning and the structure of targets set for senior employees, as well as monitoring diversity and fairness in bonus awards. Sheffield Haworth seeks to promote the best possible talent regardless of race or gender.

Remuneration Strategy Sheffield Haworth seeks to develop and retain high performing staff for the long term, so consequently offers competitive remuneration benchmarked against the leading players in its chosen industry segments.

Reward comes in the form of a basic salary, a performance related bonus, a discretionary award for Managing Directors and above, and a Long Term equity incentive plan, offered to individuals regarded as important contributors to the long term future of the Firm

John Gardner

The committee seeks to align reward so that Individuals are competitively rewarded whilst at the same time ensuring our commitment to Shareholder value creation and a progressive dividend strategy is honoured.

Frequency of meetings The committee meets quarterly, plus occasional ad hoc meetings as needed.

2021 2021 was a challenging year for staff as they grappled with the challenges of remote working and the pandemic, but they rose to the challenge very well, and our net outturn for the year was a record.

The committee acknowledged this excellent performance with a record bonus payment.

The committee has laid the group for future growth by reviewing the nature and purpose of long Term Incentive Plans. We expect to sign off a revised scheme during 2022.

Mark Richards RemCo Chairman March 2022

PAGE 24

SH GLOBAL PLC

Independent Auditors' report to the members of SH Global PLC Opinion We have audited the financial statements of SH Global Plc (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2021, which comprise the Group Profit and loss account, the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

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

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

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

In our opinion the financial statements: give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2021 and of the Group's profit for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006.

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

Other information The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

SH GLOBAL PLC

Opinion on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or the parent Company financial statements are not in agreement with the accounting records and returns; or certain disclosures of directors' remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.

Responsibilities of directors As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

PAGE 25

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including Corporation Tax Act General Data Protection Regulation (EU) 2016 Data Protection Act 2018 Companies Act 2006 Financial Reporting Standards 102 Healthy and Safety at Work 1974 Employment Rights Act 1996

PAGE 26

SH GLOBAL PLC

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the parent company and the Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the company secretary. We corroborated our inquiries through our review of board minutes.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the parent company’s and Group’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the Group engagement team included: Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; Challenging assumptions and judgments made by management in its significant accounting estimates; and Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: Posting of unusual journals and complex transactions.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.

This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Robin Hopkins FCA (Senior statutory auditor) for and on behalf of Menzies LLP Chartered Accountants Statutory Auditor Lynton House 7-12 Tavistock Square London WC1H 9LT 31 March 2022

PAGE 27

SH GLOBAL PLC

Group Financial Statements Consolidated Statement of Comprehensive Income For the year ended 31st December 2021

Note Turnover Cost of sale Net Fee Income Other operating income Administrative costs

4

5

EBITDA Exceptional Items Impairment of goodwill Depreciation of fixed assets FV gains/(losses) recognised on investments Equity settled share based payments Share or profit/(loss) of associates Interest Foreign Exchange gains/(losses) Profit before tax Taxation

9

Profit for the period

Year ended 31 Dec 2021 £000's

Year ended 31 Dec 2020 £000's

47,958 (4,091)

30,749 (4,665)

43,867 375 (33,899)

26,084 708 (23,059)

10,343 (420) (225) (200) (40) 93 2 81

3,733 (235) (225) (173) (100) (74) (89) 10 (231)

9,633

2,853

(2,085)

(2713)

7,548

2,139

160

(26)

7,708

2,113

Other comprehensive income Currency translation differences

Total comprehensive income

Basic earnings per ordinary share (pence)

11

334

96

Diluted earnings per ordinary share (pence)

11

315

90

PAGE 28

SH GLOBAL PLC

Group Financial Statements Consolidated Statement of Financial Position For the year ended 31st December 2021

Note Fixed Assets

31 Dec 2021 £000's

31 Dec 2020 £000's

2,904

2,234

Intangible assets

11

1,571

1,796

Tangible assets Investments

12 13

1,036 296

234 204

31,954

15,970

Current Assets Debtors: amounts falling due within one year Cash at bank and in hand

14 15

14,922 17,032

8,059 7,911

Creditors: amounts falling due within one year

16

(20,169)

(9,368)

14,689

8,835

Net assets Capital and reserves Called up share capital

17

231

221

Share premium account Capital redemption reserve

18 18

787 2

690 1

Merger Reserve

18

-

1,459

Profit and loss account

18

13,645

6,449

14,665

8,819

24

16

14,689

8,835

Equity attributable to the owners of the parent company Non-controlling interests

PAGE 29

SH GLOBAL PLC

Group Financial Statements Consolidated Statement of Changes in Equity For the year ended 31st December 2021

Group At 1 January 2021

Share Capital £000's 221

Share Redemption Merger Profit & NonTotal premium Reserve Reserve Loss controlling Equity £000's £000's £000's £000's £000's £000'ss 690

1

1,459

6,449

16

8,835

Comprehensive income Profit for the year

-

-

-

-

7,540

8

7,548

Currency translation differences

-

-

-

-

160

(0)

160

Total comprehensive income for the year

-

-

-

-

7,701

7

7,708

-

-

-

-

(1,946)

-

(1,946)

Shares issued during the year Transfer to/from profit and loss account Share buy back Equity-settled share-based charge

11 (1) -

98 -

1 -

1,459 -

108 1,459 (57) 40

-

108 (57) 40

Total transactions with owners

10

98

1

(1,459)

(396)

-

(1,855)

231

787

2

-

13,753

24

14,689

Transactions with owners Dividends: Equity Capital

At 31 December 2021

Group At 1 January 2020

Share Capital £000's

Share Redemption Merger Profit & NonTotal premium Reserve Reserve Loss controlling Equity £000's £000's £000's £000's £000's £000'ss

207

690

-

1,459

6,092

186

8,464

Profit for the year

-

-

-

-

2,140

(0)

1,139

Currency translation differences

-

-

-

-

(25)

(1)

(26)

Total comprehensive income for the year

-

-

-

-

2,115

(1)

2,113

-

-

-

-

(1,767)

-

(1,767)

Shares issued during the year Transfer to/from profit and loss account Share buy back Equity-settled share-based charge

15 (1) -

-

1 -

-

15 (64) 74

-

15 (64) 74

Total transactions with owners

14

-

1

-

(1,742)

-

(1,742)

221

690

1

1,459

6,464

16

8,835

Comprehensive income

Transactions with owners Dividends: Equity Capital

At 31 December 2020

PAGE 30

SH GLOBAL PLC

Group Financial Statements Consolidated Statement of Cash Flows For the year ended 31st December 2021 2021 £000's

2020 £000's

7,548

2,139

Cash flows from operating activities Profit for the financial year Adjustments for: Amortisation of intangible assets

225

225

215

188

Loss on disposal of tangible assets

2

(1)

Interest payable

-

0

Depreciation of tangible assets

Interest receivable Taxation charge (Increase) in debtors Increase/(decrease) in creditors Increase/(decrease) in provisions Net fair value losses & loss on disposal of investments Share of operating (profit)/loss in associates Corporation tax (paid) Foreign Exchange

(2)

(9)

2,085

713

(6,863)

(874)

9,691

(100)

-

(270)

(93)

100 89

(976)

(530)

167

(25)

Interest paid

-

(0)

Interest received

2

9

40

74

12,041

1,728

Share based payment Net cash generated from operating activities Cash flows from investing activities Purchase of tangible fixed assets

(1,025)

(167)

Sale of unlisted and other investments

-

143

Purchase of fixed asset investments

-

(25)

(1,025)

(50)

Net cash from investing activities Cash flows from financing activities Issue of ordinary shares

108

181

Purchase of ordinary shares

(57)

(64)

Dividends paid

(1,946)

(1,767)

Net cash used in financing activities

(1,895)

(1,650)

9,121

29

7,911

7,882

17,032

7,911

17,032

7,911

Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Cash and cash equivalents at the end of year comprise Cash at bank and in hand

SH GLOBAL PLC

PAGE 31

Notes to the Financial Statements 1.

General Information

SH Global Plc is a public company limited by shares and incorporated in England & Wales under the Companies Act 2006. During the year the Company re-registered as a Public Limited Company on 28 July 2021. The address of the registered office and principal place of business is disclosed on the company information page. The principal activity of the company and the nature of its operations are set out in the Strategic Report. The Company is registered in England and Wales with company number 11278199. These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

2.

Accounting policies 2.1 Basis of preparation of financial statements The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements. The following principal accounting policies have been applied: 2.2 Disclosure exemptions The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102 in respect of the company: (a) No cash flow statement has been presented. (b) Disclosures in respect of financial instruments have not been presented. (c) No disclosure has been given for the aggregate remuneration of key management personnel.

2.3 Basis of consolidation The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained.

They are deconsolidated from the date control ceases.

2.4 Associated companies An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions. In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.

Any premium on acquisition is dealt with in accordance with the goodwill policy.

SH GLOBAL PLC

PAGE 32

Notes to the Financial Statements 2.5 Revenue recognition The turnover shown in the profit and loss account represents amounts receivable for services provided during the year in the normal course of business net of VAT and other sales related taxes. Turnover is derived from the placement of candidates into positions on agreed contractual terms, either as a percentage of the candidates’ remuneration, or on a fixed or capped fee basis. Retainer fees are recognised in line with the contract, either at the start of the assignment, or at recognised key milestones. Revenues on successful conclusion of an assignment are recognised in accordance with the agreed terms, either on candidate acceptance or start date, generally coinciding with the date the balance due is invoiced. Most assignments incorporate provisions for refunds or free replacements in the event of a candidate leaving within a short time - in the rare cases this happens, appropriate provision is made as soon as this is known. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.

2.6 Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Profit and Loss Account over its useful economic life. The basis for determining the useful life is the time expected for the group to benefit from acquisitions made. Amortisation is provided on the following bases: Goodwill - 10 years 2.7 Government grants Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure are credited to profit or loss in the period in which the grant relates to.

2.8 Tangible fixed assets Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis: Leasehold improvements - straight line over the life of the lease Fixtures, fittings and equipment - 25-40% straight line The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.9 Investments Investments in subsidiaries are measured at cost less accumulated impairment. Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

SH GLOBAL PLC

PAGE 33

Notes to the Financial Statements 2.10 Investments in associates Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.

2.11 Impairment of fixed assets A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cashgenerating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

2.12 Financial instruments The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

2.13 Dividends Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting 2.14 Share based payments The group issues equity-settled share-based payments to certain employees (including directors). Equity settled share-based payments are measured at fair value at the date of grant. Fair value is measured by use of the Black Scholes pricing model. The expected life used in the model has been adjusted, based on managements best estimate, for the effects of no-transferability, exercise restrictions, and behavioural considerations. 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. 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.

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.

2.15 Pensions Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds

SH GLOBAL PLC

PAGE 34

Notes to the Financial Statements 2.16 Taxation Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

3.

Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant judgements The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Revenue recognition In the recognition of revenue in accordance with the accounting policy the management consider the detailed criteria for the revenue recognition from the provision of services for each individual contract. In making its judgement management have considered the detailed criteria for recognition of income in those contracts where a start date has been agreed but employment has not yet commenced.

Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Impairment of goodwill, subsidiary and associated companies Determining whether goodwill or an investment is impaired requires an estimation of its fair value. This is based on the future operating performance of the cash-generating unit or individual company.

Share based payment Determining the share based payment requires as estimation of its fair value. This is based on the Black-Scholes model estimates and assumptions such as future volatility of share price, expected dividend yields and risk-free interest rates.

PAGE 35

SH GLOBAL PLC

Notes to the Financial Statements 4. Turnover An analysis of turnover by class of business is as follows:

2021 £000's

2020 £000's

Profit for Rendering of services

47,958

30,749

United Kingdom

18,790

9,770

Rest of World

29,168

20,979

47,958

30,749

2021 £000's

2020 £000's

375

33

-

675

375

708

5. Other items

Other operating income Government grants receivable

The nature of the government grants receivable above is support from jurisdictions in regions the Group operates in respect of the Coronavirus pandemic which impacted the Group in the period. These were largely to support the continued payment of employees in the relevant jurisdictions.

6. Auditor's remuneration 2021 £000's

2020 £000's

23

14

2021 £000's

2020 £000's

Wages and Salaries

26,357

17,225

Social security costs

2,709

1,723

476

417

29,542

19,365

Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements

7. Employees

Cost of defined contribution scheme

The average monthly number of employees, including the directors, during the year was as follows:

Consultants, administration and management

2021 No.

2020 No.

158

134

PAGE 36

SH GLOBAL PLC

Notes to the Financial Statements 8. Director's remuneration

Directors' emoluments Group contributions to defined contribution pension scheme

2021 £000's

2020 £000's

1,751 28

1,365 18

1,779

1,383

During the year retirement benefits were accruing to no directors (2020 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £509,146 (2020 - £450,331).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2020 - £9,272).

During the year 4 directors received shares under the long-term incentive schemes (2020 -3).

9. Taxation 2021 £000's

2020 £000's

647

170

-

39

647

209

Foreign tax on income for the year

1,439

504

Total current tax Deferred tax

2,085 -

713 -

2,085

713

Corporation Tax Current tax on profits for the year Adjustments in respect of previous periods

Foreign Tax

Factors affecting tax charge for the year: The tax assessed for the year is higher than (2020 - higher than) the standard rate of corporation tax in the UK of 19% (2020 - 19%). The differences are explained on the following page.

PAGE 37

SH GLOBAL PLC

Notes to the Financial Statements 2021 £000's

2020 £000's

Profit on ordinary activities before tax

9,633

2,853

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%) Effects of:

1,830

542

Non-tax deductible amortisation of goodwill and impairment Expenses not deductible for tax purposed, other than goodwill, amortisation and impairment Capital allowances for the year in excess of depreciation

43

-

9

69

(7)

10

(222)

17

Higher rate taxes on overseas earnings

480

129

Adjustments to tax charge in respect of prior periods Non-taxable income

(88) -

39 (104)

Adjustment in research & development tax credit leading to (decrease) in the tax charge

(60)

(52)

Utilisation of tax losses

Capital losses

-

19

Unrelieved tax losses carried forward

49

10

Other differences leading to increase (decrease) in tax charge

52

68

2,085

713

2021 £000's

2020 £000's

1,946

1,767

Total tax charge for year

10. Dividends

Equity dividends on ordinary shares

11. Intangible assets Group

Goodwill £000's

Cost At 1 January 2021 At 31 December 2021

3,715 3,715

Amortisation At 1 January 2021 Charge for the year on owned assets

1,919 225

At 31 December 2021

2,144

Net book value At 31 December 2020

1,571 1,796

PAGE 38

SH GLOBAL PLC

Notes to the Financial Statements 12. Tangible fixed assets Leasehold Improvement £000's

Fixtures & Equipment £000's

Total £000's

Cost or valuation At 1 January 2021

850

1,497

2,347

Additions

-

1,025

1,025

Disposals

(41)

(20)

(61)

-

16

16

809

2,519

3,327

777

1,336

2,113

24

190

215

(41)

(18)

(59)

22

1

22

781

1,510

2,291

Exchange adjustments At 31 December 2021 Depreciation At 1 January 2021 Charge for the year on owned assets Disposals Exchange adjustments At 31 December 2021 Net book value At 31 December 2021

27

1,009

1,036

At 31 December 2020

73

161

234

13. Fixed asset investments £000's Investments in associates Cost or valuation

204

Share for profit/loss

93

At 31 December 2021

296

Direct Subsidiary undertakings The following were direct subsidiary undertakings of the Company: Class of Shares

Holding

The Forum, 33 Gutter Lane, London, EC2V 8AS

Ordinary

100%

S&H Consulting Limited

The Forum, 33 Gutter Lane, London, EC2V 8AS

Ordinary

100%

SH Support Services Limited

The Forum, 33 Gutter Lane, London, EC2V 8AS

Ordinary

100%

Talnt Limited

The Forum, 33 Gutter Lane, London, EC2V 8AS

Ordinary

100%

Name

Registered Office

Sheffield Haworth International Limited

PAGE 39

SH GLOBAL PLC

Notes to the Financial Statements Indirect subsidiary undertakings The following were indirect subsidiary undertakings of the Company: Sheffield Haworth International Limited

The Forum, 33 Gutter Lane, London, EC2V 8AS

Ordinary

100%

Sheffield Haworth (Middle East) Limited

Office Building 1, Office M05, Mezzanine Level, DIFC - Currency House, P.O Box 4802072, Dubai, UAE

Ordinary

100%

Sheffield Haworth Inc

777 Third Avenue, 36th Floor, New York, NY 10017

Ordinary

100%

Sheffield Haworth (Asia) Limited

Suite 2003 Tower One, Lippo Centre, 89 Queensway, Hong Kong

Ordinary

100%

NBI Consulting Limited

Suite 2003 Tower One, Lippo Centre, 89 Queensway, Hong Kong

Ordinary

100%

NBI Human Capital Pte Limited

1 Wallich Street, #14-01 Gucco Tower, Singapore, 078881

Ordinary

100%

Sheffield Haworth (Asia) Pte Limited

1 Wallich Street, #14-01 Gucco Tower, Singapore, 078881

Ordinary

100%

Sheffield Haworth (Australia) Pty Limited

Level 6, 1 Chiffley Square, Sydney, NSW 2000

Ordinary

100%

Sheffield Haworth Sarl

Avenue Jules-Crosiner 61206 Geneve

Ordinary

100%

Sheffield & Vermack Consultants PVT Limited

#203, 2nd Floor, Time Tower, Mehrauli - Gurgaon Road, Guragon - 122002

Ordinary

95%

Sheffield Haworth Management Consulting (Shanghai) Co. Limited

Suite 2003 Tower One, Lippo Centre, 89 Queensway, Hong Kong

Ordinary

100%

Class of Shares

Holding

Ordinary

40%

Associate The following was an associate of the Company:

Name

Registered Office

Objectivus Financial Consulting Limited

35 Ballards Lane, London N3 1XW

PAGE 40

SH GLOBAL PLC

Notes to the Financial Statements 14. Debtors 2021 £000's

2020 £000's

13,540

6,659

-

-

Other debtors

843

413

Prepayments and accrued income

539

987

14,922

8,059

2021 £000's

2020 £000's

17,032

7,911

17,032

7,911

2021 £000's

2020 £000's

1,749

825

-

-

Corporation tax

1,580

471

Other taxation and social security Other creditors

1,408 750

1,067 334

14,682

6,670

20,169

9,368

2021 £000's

2020 £000's

231

221

Trade debtors Amounts owed by group undertakings

15. Cash and cash equivalents

Cash at bank and in hand

16. Creditors: Amounts falling due within one year

Trade creditors Amounts owed to group undertakings

Accruals and deferred income

17. Share capital

Allotted, called up and fully paid 2,306,876 Ordinary shares of £0.10 each

PAGE 41

SH GLOBAL PLC

Notes to the Financial Statements 18. Reserves Merger reserve - this reserve arises on the application of merger accounting for the acquisition on 18 December 2018 of the share capital of Sheffield Haworth International Limited which acquired all of the share capital of Sheffield Haworth Limited on the same day. During the year Sheffield Haworth Limited carried out a capital reduction removing the balance arising on the merger. The balance was therefore transferred to the profit and loss account.

Profit and loss account - This reserve records retained earnings and accumulated losses. At 31 December 2021 Sheffield Haworth Employee Benefit Trust held 11,741 (2020: 11,741) shares with nominal value of £1,174 (2020: £1,174). The assets and liabilities of Sheffield Haworth Employee Benefit Trust are immaterial and have not been included in the group financial statements.

19. Shared based payments The group has a share option scheme for employees (including directors). Options are exercisable at a price equal to the nominal value of the company's shares on the date of grant . The vesting period is usually 2 years to 10 years and the exercise period is usually from 2 years to 10 years. The options are settled in equity once exercised.

If the options remain unexercised after the vesting period, the options expire. Options are forfeited if the employee leaves the group before the options vest. Fair value is measure by use of the Black-Schloes pricing model.

Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows:

Weighted average exercise price (pence) 2021

Weighted average Number exercise price 2021 (pence) 2020

Number 2020

Outstanding at the beginning of the year

10

144,862

10

164,026

Granted during the year

10

160,000

10

129,893

Exercised during the year

10

(87,002)

10

(126,380)

Expired during the year

10

(74,902)

10

(26,677)

Outstanding at the end of the year

10

142,938

10

144,862

PAGE 42

SH GLOBAL PLC

Notes to the Financial Statements 20. Commitments under operating leases At 31 December 2021 the Group and the Company had future minimum lease payments due under noncancellable operating leases for each of the following periods:

Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years

Group 2021 £

Group 2020 £

654,474

441,760

1,650,520

37,234

835,231

-

3,140,225

478,994

21. Related party transactions The company has taken advantage of the exemption in FRS 102 33.1A not to disclose transactions entered into between two, or more, members of the group where subsidiaries party to the transaction are wholly owned members of the group. The balances outstanding with the company are shown in aggregate in debtors and creditors under amounts owned by and to group undertakings respectively.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the group, directly or indirectly, including any director (whether executive or otherwise) of the group. The directors are of the opinion that those persons for the group are the directors of SH Global Plc only, and the aggregate of their remuneration is already disclosed in the notes to these accounts.

During the course of the financial year, dividends totalling £1,397,925 (2020: £1,293,361) were paid to directors' and their close family.

www.sheffieldhaworth.com