Crimson Tide plc Annual Report 2014

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FY2014 Annual Report · Crimson Tide plc

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5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:24 Page 1

crimson tide plc
annual report & accounts 2014

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5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:24 Page 3

2014 HIGHLIGHTS

FINANCIAL HIGHLIGHTS

• Profit Before Tax ahead of expectations at £84k

(2013: £20k)

• Strong cash generation

• Net funds at year end of £180k (2013: Net debt £46k)

OPERATIONAL HIGHLIGHTS

& beverage company

Barrie Whipp, Executive Chairman
of Crimson Tide, commented:

• Contracted subscribers at record levels

• Landmark global agreement signed with major food

• Further significant advances in our mpro5 software “ “

Contents

evolved to be a true leader as a mobility

numbers and excellent cash generation

significant year. With record subscriber

we are investing in an ever improving

platform in a wide range of markets.

pipeline. We believe that mpro5 has

Undoubtedly 2014 was our most

P 5-6

Chairman’s Statement

P 8

Operating and Financial Review

Board of Directors

P 9-11

Directors’ Report

P12

Strategic Report

P13-14

Corporate Governance report

P14

P15

P16

P17

P18

P19

Report of the Remuneration Committee

Independent Auditor’s report to the Members of Crimson Tide Plc

Consolidated Income Statement for the year ended 31 December 2014

Consolidated Statement of Comprehensive Income for the year ended 31 December 2014

Consolidated Statement of Financial Position at 31 December 2014

Consolidated Statement of Changes in Equity at 31 December 2014

Consolidated Statement of Cash Flows for the year ended 31 December 2014

P20-37

Notes to the Consolidated Financial Statements at 31 December 2014

P38

P39

P40

P41

P42

P43

Company Statement of Financial Position at 31 December 2014

Company Statement of Changes in Equity at 31 December 2014

Company Statement of Cash Flows for the year ended 31 December 2014

Officers and Professional Advisers

Notice of Annual General Meeting

Form of Proxy

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mpro helps:-

• Deliver the Metro newspaper

• Keep most supermarkets clean

• Audit M&S

• Clean Premier Inns

• Audit The Shard

• Patients use the right drug

• Collect data on how people age

• Help the police help people with autism

• Deliver bread across Ireland

• Deliver Nestle products in Australia

• Audit Matalan stores

• Make sure your Illy coffee tastes right

• Track prosthetics in hospitals

• Record windscreen repairs

• Collect used oil from McDonalds (and KFC)

• Capture signatures

• Collect barcodes

• Clean the London underground

And many more....

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CHAIRMAN’S STATEMENT

Iam pleased to report on Crimson Tide’s performance

for the year to 31 December 2014. Undoubtedly this
was the most significant year in our history. In terms of
contracted subscribers we reached record levels and this
translated into profitability, real cash generation and
visible forward revenues. mpro5 has reached new levels
of power, sophistication and scalability.

We were delighted with the landmark agreement with
the major food and beverage company signed in
September last year. This contract is truly global in its
scope and rollout has already taken place in Australia,
with Germany and North America next on our schedule.
mpro5 is being used as the default Estimated Time of
Arrival and Proof of Delivery system worldwide for this
household name company.

mpro5 underwent several new releases in the year, and
the efficiency of our platform gives us the ability to
deliver scalable solutions on the Microsoft Azure
platform. Our system is now available in a number of
languages with more on the way. The Azure platform
gives us the availability to deliver globally and we aim to
capitalize on the opportunity we have, including looking
at geographic expansion, through partner channels.
We have added a wide range of new functionality on the
mobile devices and it is testament to the robustness of
the platform that new smartphone, tablet and phablet
devices work seamlessly with the software. A major
upgrade to our operating websites is planned in 2015,
where we will be using the latest MVC web technology
to give our clients true cutting edge scheduling, reporting
and alerting functionality with new graphic
representations.

We signed an exclusive distribution partnership in Ireland
with Vodafone and the first transaction completed was
for one of Ireland’s best known companies, Joseph
Brennan (Bread) Ltd. Brennan’s is one of Ireland’s most
recognisable brands, and we are delighted that the
delivery of their products is managed with mpro5. The
system enables delivery drivers to eliminate paper and
enhance the customer experience. We are hopeful that
the Vodafone partnership will bear more fruit this year.

Continuing in Ireland, we have further enhanced our
system for people with haemophilia for St James’
hospital. The system was converted to the cross platform
mpro5 system, and working with St James’ we were able

to add useful questionnaires including some specifically
designed for children.

We have also continued to develop our system for people
with autism. The system is currently being rolled out to
its second geographic location in Cheshire, and we
have interest in the system from a number of police
constabularies.

Healthcare continues to give us a range of exciting
opportunities, including asset scanning in hospitals as
well as designing question flow based systems that can
be used on a wider scale. The global conversation with
the food and beverage client has given us confidence
that the Company can play a part on the world stage.
The Microsoft Azure platform gives us the infrastructure,
scalability and internationalisation possibilities that
allow us into markets that were not available to us a few
years ago.

Financially, we produced creditable results. Our turnover
was similar to that in the previous year, with a small
effect due to the Euro Sterling exchange rate, but Profit
before Tax increased fourfold. We still have tax losses
brought forward and have cash facilities to expand.

As a company that finances equipment and development
in advance, a strong indicator of our performance is cash
in hand and net cash. I was very pleased that while
repaying £120k of our HSBC loan we still generated net
cash into the business. Early in 2015 we also secured
financing facilities with Lombard Technical Services which
allowed us to repay the HSBC loan in full. Available cash
and facilities stands at c £750k with only £240k due to
Lombard.

We have been working with an insurable risks version of
mpro5 in supermarkets for some time and whilst these
transactions are, by their nature, subject to pilot
agreements we remain confident that once the mpro
system has been successfully rolled out there is a
possibility that we become the de facto standard in
respect of insurance claim defence systems within the
retail environment. This is but one example -
opportunities in our mobility space are almost unlimited.
We continue to become involved in ever larger projects
and believe this trend will continue.

During the second half of 2014 we worked on tailoring
mpro5 for the collection of data from patients and

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CHAIRMAN’S STATEMENT CONTINUED

clinicians in respect of the outbreaks of pandemics, we
are hopeful of further progress in this area in 2015.

We continue to work on larger opportunities and we are
finding that mpro5 resonates at the large enterprise level
as well as with SMEs.

I am very pleased that we are well placed in terms of our
banking and finance relationship with NatWest and

Lombard. Whilst we have cash available to fund the
subscriber growth planned, our strategy is to match fund
subscriber agreements and Lombard have done a sterling
job in structuring facilities to meet our requirements.

We have been fortunate to have the commitment of our
loyal and talented staff. I am very appreciative of their
efforts and offer my thanks to them.

In late 2014, we agreed to add Sam Roberts to our
management team as Sales & Marketing Director. Sam
joined us in late February 2015 and we are already seeing
an enhanced pipeline from his efforts. Rowley Ager
decided he had reached his retirement age at our last
Board Meeting and has been replaced as a Non-Executive
Director by Robert Todd. I thank Rowley sincerely for his
service since becoming a Director when we floated on
AIM. Robert is a shareholder and has been a friend of the
Company for many years. I welcome Robert and Sam to
the Board.

Barrie Whipp
Executive Chairman
3 June 2015

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OPERATING AND FINANCIAL REVIEW

Iwelcome the opportunity to report on our results for the

year to 31 December 2014 and review the performance
of the business during this period.

OPERATING REVIEW

Over recent years, we have progressively reduced non-core
activities to focus on providing our own software to a
range of businesses. In 2014, Crimson Tide’s mpro5
solution really came of age and we are now trading at a
new level, with the opportunity to not only close more
deals, but also the potential to win bigger contracts
with large organisations. The contract wins we have
announced throughout the year, exemplified by our
global agreement with one of the world’s largest food
companies, have benefitted profitability to some extent in
2014, but the terms of our subscription model mean
that these deals will generate greater returns in 2015
and beyond.

2014 also marks a transformation in our customers’
recognition of the financial returns they benefit from by
using mpro5. Previously our initial sales effort required us
to explain in detail the productivity gains and efficiencies
that could be realised by using mpro5 on a hand-held
smartphone or tablet device. Nowadays, the wide-spread
use of these powerful devices means customers
immediately understand where and how they will
generate a significant return from an mpro5 solution.

During 2014, we have continued with our strategy of
investing significant time and effort throughout the year
to regularly upgrade and enhance mpro5’s functionality
for both the mobile client and back-end websites.
This has proved successful as we have continued to see
subscription contracts with existing customers renewed or
extended throughout the year, supporting our belief that
once mpro5 becomes an integral part of a customer’s
day to day processes, an alternative solution is rarely
considered. Currently valued at less than £0.5m in our
balance sheet, our mpro5 intangible asset, has enabled
us to accumulate future contracted revenues of over £2m;
a multiple expected to continue to increase.

Finally a brief tribute to all Crimson Tide’s employees.
The challenges referred to above placed greater pressure
and responsibility on every member of staff. They
responded accordingly and over the year have ensured
that our customers’ requirements are fully understood and

catered for wherever possible. Their teamwork has
permitted us to maintain a lower level of monthly
operating expenditure with improved operational
efficiency, while building on our reputation for first rate
support. We have created a solid platform on which
we continue to build a very successful business.

FINANCIAL REVIEW

Turnover in 2014 at £1.21m was broadly similar to last
year’s £1.27m but with overall gross margin increasing to
86% in 2014 from 80% in 2013 due to proportionately
more subscription business, gross profit for the year
totalled £1.04m (2013: 1.02m).

After deducting overheads of £714k (2013: £727k),
depreciation/amortisation of £238k (2013: £253k) and
lower interest costs, we are able to report a Profit Before
Tax of £84k, four times higher than the £20k achieved
in 2013.

The Group generated strong net cashflows of £439k
(2013: £376k) from its operating activities. After funding
new devices for subscribers, investing in mpro5, and
reducing debt by £119k, we increased our net cash by
£107k. Crimson Tide finished the year with Net Funds
of £180k versus Net Debt of £46k in 2013. Our cash
balance at the year-end of £239k has since increased as a
result of significant receipts from trade debtors and the
new facilities negotiated with Lombard Technical Services.

FUTURE PROSPECTS

The outlook for Crimson Tide has never been more
positive. The achievements in 2014, together with the
resources available to us, mean we are very well placed to
invest in growth. The operational gearing in our business
model means that a significant proportion of increased
contracted revenues will continue to improve our long-
term profitability. The Board remain very encouraged by
the prospects for the business.

Stephen Goodwin
Finance Director
3 June 2015

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Samuel John Roberts (40)
Sales & Marketing Director
Sam joined the Company in February 2015 from
Samsung, where he worked as Account Director, Mass
Merchants. He previously worked for RIM (BlackBerry) as
a Senior Commercial Manager and worked for Crimson
Tide in a sales role earlier in his career. Sam is responsible
for leading the sales drive to meet Company targets for
retention, growth and profitability.

Graham Basil Ashley (68)
Non-Executive Director
Graham has over 40 years’ experience in stockbroking and
corporate finance and was a founding director and
shareholder of stockbrokers Greig Middleton Holdings
Limited. Graham has advised on acquisitions and
disposals and fund-raisings across a wide range of sectors
and industries. Graham became a Non-Executive Director
of Crimson Tide Limited in April 2004. Graham was
appointed as a Director of A. Cohen & Co. Plc on
20 October 2004 and was Chairman from February 2005
until the reverse acquisition of Crimson Tide Limited in
August 2006. Graham is Chairman of the Audit
Committee.

Robert Kenneth Todd (49)
Non-Executive Director
Robert was appointed a Director of the Company in
March 2015. He founded Todd Meat Trading Co Ltd in
1989 and is a Director of that Company and a Director
of United Foods Direct Limited since 2012. Robert is
Chairman of the Remuneration Committee.

BOARD OF DIRECTORS

Barrie Reginald John Whipp (54)
Executive Chairman and CEO
Barrie founded Crimson Tide in 1996 and he formulated
the ideas behind the Group’s mobile data solutions in
2003. He is responsible for setting the Group’s vision and
strategy as well as setting goals and targets for the
business. In September 2013, Barrie took on the role of
CEO responsible for the day-to-day management of the
Group. After an early career in finance and business
administration with Dowell Schlumberger S.A. and UDS
Group plc, Barrie joined Tiphook plc where he founded
the financial services arm in 1986. He became Group
Managing Director of IAF Group plc, which was admitted
to the Official List in April 1994. He has served as a non-
executive Director of pump distributor Wills Group plc as
well as a number of private companies.

Stephen Keith Goodwin (56)
Finance Director
Steve served as Crimson Tide’s Chief Executive from
April 2004 to August 2013 and is now the Group’s
Finance Director responsible for all financial matters.
Steve is a Certified Accountant with over 20 years’
experience at Board level. After training as an accountant
working for Shell International, he joined Tiphook plc in
1988 where he became Group Financial Controller and
later Finance Director of the trailer division. In 1994 Steve
was appointed Managing Director of the rail division
and in 1996 led the management team in a £30m
management buyout. The business was sold two years
later to GE Capital where he stayed on as Managing
Director of GE’s European rail business and gained further
experience in negotiating and integrating acquisitions.

Luke Anthony Jeffrey (32)
Technical Director
Luke joined Crimson Tide from university in July 2005
having achieved a Masters in Advanced Computing
Science and has been regularly promoted since. He has
made an invaluable contribution to the development of
our mobility solutions and been fully involved in many
other software developments delivered to customers.
Luke joined the Board in July 2012 as Technical Director
and is responsible for the continuing evolution and
implementation of our software products and services.

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DIRECTORS’ REPORT

The Directors present their report and the audited financial statements of the Group for the year ended
31 December 2014.

Principal Activities
The principal activity of the Group during the period was the provision of mobility solutions and related software
development. The principal activity of the Company was to provide management and support to other Group companies.

Results and Dividends
The trading results for the year ended 31 December 2014 and the Group’s financial position at the end of the financial
period are shown in the attached financial statements. The statements have been prepared under International
Financial Reporting Standards (“IFRS”).

Turnover for the year ended 31 December 2014 was £1,210,084 (2013: £1,268,204) and the total profit for the period
before taxation was £84,078 (2013: £20,152). The Directors do not recommend payment of a final dividend.

Directors
The following Directors have held office during the year:

Name
B R J Whipp
S K Goodwin
L A Jeffrey
S J Roberts
G B Ashley
R S Ager

Position
Executive Chairman and CEO
Finance Director
Technical Director
Sales Director (appointed 10 February 2015)
Non-Executive Director
Non-Executive Director (resigned 12 March 2015)

R. K. Todd was appointed a Non-Executive Director on 20 March 2015 replacing R. S. Ager

Directors’ Interests in Shares
Directors’ interests in the share capital of the Company, including family and pension scheme interests, were as follows:

Director
B R J Whipp
S K Goodwin*
G B Ashley
R S Ager**

Ordinary shares of £0.01 each

31 December 2014
102,710,132
25,611,484
18,354,718
13,000,000

31 December 2013
115,610,132
25,611,484
18,354,718
13,000,000

* Mr. Goodwin also had an interest as a trustee in 9,150,000 Ordinary Shares of £0.01 each as at 31 December 2014 and 31 December 2013.

** Mr. Ager‘s shareholding includes 5,834,250 Ordinary Shares of £0.01 each held by his wife.

Directors’ interests in the share options, issued under the Group’s Enterprise Management Incentive Scheme, were as
follows:

Director
S K Goodwin
L A Jeffrey

Number of Share options

31 December 2014
7,500,000
3,000,000

31 December 2013
7,500,000
3,000,000

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DIRECTORS’ REPORT CONTINUED

Directors’ interests in unapproved share options were as follows:

Director
B R J Whipp

Number of Share Options

31 December 2014
2,500,000

31 December 2013
2,500,000

Directors’ Remuneration
The remuneration of the Directors during the period is summarised below:

Fees and
salaries
£

9,000
9,000

83,750
24,500
-
55,033
181,283

Non-Executive
R S Ager
G B Ashley
Executive
B R J Whipp
S K Goodwin
J W F Roth*
L A Jeffrey
Total

Benefits
£

-
-

17,057
-
-
247
17,304

Total
2014
£

9,000
9,000

100,807
24,500
-
55,280
198,587

Total
2013
£

9,000
9,000

82,874
59,795
58,258
50,898
269,825

*Mr Roth resigned as a Director on 30 September 2013.

Significant Shareholdings
As at 14 May 2015 the shareholders’ register showed that the following shareholders had interests in 3% or more of
the share capital of the Company:

Shareholder
B R J Whipp
Helium Special Situations Fund
Clients of W H Ireland Ltd
J W F Roth
S K Goodwin
S J M Morris
G B Ashley

Ordinary shares currently
held as at 14 May, 2015
102,710,132
91,080,000
29,835,347
26,131,159
25,611,484
21,707,817
18,354,718

Percentage of
issued share capital
23.1%
20.5%
6.7%
5.9%
5.7%
4.9%
4.1%

Financial Risk Management
The Company’s exposure to financial risk is set out in note
17 to the accounts

Policy on Payments to Suppliers
It is the policy of the Company in respect of all its suppliers,
where reasonably practicable, to settle the terms of
payment with those suppliers when agreeing the terms of
each transaction, to ensure that those suppliers are made
aware of the terms of payment, and to abide by those
terms. The number of trade creditor days outstanding at
the period end for the Group was 44 days (2013: 45 days).
The company is a holding company and has no significant
trade creditors.

Health, Safety and the Environment
Crimson Tide operates responsibly with regard to its
shareholders, the environment and the wider community.
The Group and Company are committed to the well-being
of all employees and ensure that their health, safety and
general welfare is paramount at all times.
We also maintain open and fair relationships with all
clients and suppliers while ensuring that all transactions are
operated on an arm’s length, commercial basis.

Political and charitable contributions
No political or significant charitable donations were made
during the period.

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Website publication
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Group’s website. Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.

Disclosure of information to the auditors
In the case of each of the persons who were Directors of
the Company at the date when this report was approved:
- so far as each of the Directors is aware, there is no

relevant audit information (as defined in the Companies
Act 2006) of which the Company’s Auditors are unaware;
and

- each of the Directors has taken all the steps that he/she

ought to have taken as a director to make himself/herself
aware of any relevant audit information (as defined) and
to establish that the Company’s Auditors are aware of
that information.

Independent auditors
Shipleys LLP has indicated its willingness to remain in office
and a resolution to reappoint Shipleys LLP as auditors will
be proposed at the Annual General Meeting.

Signed by order of the Board

Stephen Goodwin
Company Secretary
3 June 2015

DIRECTORS’ REPORT CONTINUED

Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations.

UK Company law requires the Directors to prepare Group
and parent Company financial statements for each
financial year. Under that law the directors are required to
prepare the Group financial statements in accordance with
International Financial Reporting Standards (“IFRS”) as
adopted by the European Union and applicable law and
have also elected to prepare the Company financial
statements in accordance with IFRSs as adopted by the
European Union and applicable law. Under company law
the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view
of the state of affairs of the Group and parent Company
and of the profit or loss of the Group for that period.

In preparing these financial statements, the Directors are
required to:

•

select suitable accounting policies and then apply
them consistently;
make judgements and estimates that are reasonable
and prudent;
state whether they have been prepared in
accordance with IFRSs as adopted by the European
Union, subject to any material departures disclosed
and explained in the financial statements; and
prepare the financial statement on the going
concern basis unless it is inappropriate to presume
that the Group and the parent Company will
continue in business.

The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the parent Company’s transactions and disclose with
reasonable accuracy at any time the financial position of
the parent Company and enable them to ensure that the
financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.

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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2014

The Board of Directors and management team continually
review key performance indicators and business trends,
as well as regular financial information, to help identify
future risks and uncertainties in the business.

The principal risks and uncertainties facing the business
remain unchanged as they potentially stem from attempts
to accelerate growth, for example by increasing spending
on marketing, if this utilises cash resources that are then
not available to fund devices for new subscribers. The
level of risk however, is now significantly reduced.
Operating cashflows generated by our growing
contracted subscriber book provide increasing amounts of
cash to re-invest in the business. Furthermore, the new
facilities offered by NatWest and Lombard mentioned in
the Executive Chairman’s statement, provide additional
means to finance new devices and accelerate growth

Signed on behalf of the Directors

Barrie Whipp
Executive Chairman
3 June 2015

Strategy and objectives
The company’s strategy is to continue to develop its
mobility solutions and grow the contracted number
of subscribers currently using its mpro5 applications.
In doing so, the targeted objectives of:

• Increased contracted revenues

• Strengthened cashflows

• Increased profitability

• Higher returns for stakeholders will be achieved.

Business model
The Crimson Tide group provides its mpro5 software,
usually with a handheld mobile device, to subscribers who
typically contract for three years. Crimson Tide incurs the
up-front costs of software development and investment in
equipment, such as smartphones, rugged devices, tablets,
etc., and recovers these costs as quickly as possible over
the contract term.

The group is operationally geared with relatively fixed
overheads so a greater proportion of turnover growth
favourably impacts profitability and net cash.

Review of the business
A review of the year and future developments are given in
the Operating and Financial Review on page 7.

Key performance indicators
Crimson Tide management use a number of KPIs to
measure the performance of the business and to assess
current trends. These statistics are regularly reviewed and
action is taken by management as appropriate.

Other measures used by management to ensure the
Group is likely to perform as forecast include; expected
contract wins, renewal rates and losses, and sales
opportunity pipeline.

Principal risks and uncertainties

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CORPORATE GOVERNANCE REPORT

The requirements of the combined code of principles of
corporate governance set out in the listing rules of the
Financial Services Authority are not mandatory for
companies traded on AIM. However, the Directors are
committed to complying with best practice in this area,
and have adopted its principles where they have been
considered appropriate.

Shareholder communication
The Group seeks to ensure that all shareholders are
kept informed about the Group and its activities.
A comprehensive annual report and accounts and an
interim report are made available to shareholders on the
Group’s website and sent to those shareholders
requesting a paper copy.

The Annual General Meeting is a forum for shareholders’
participation with the opportunity to meet and question
Board members including the non-executive members
and the Chairmen of the Board committees.

Additionally, the Group operates an investors’ section on
its website to provide further details of the Group’s
activities.

Board of Directors and Board Committees
The Board of Directors, which now consists of four
Executive and two Non-Executive Directors, is responsible
for the Group’s system of corporate governance. The role
of the Non-Executive Directors is to bring independent
judgement to Board discussions and decisions. The Board
meets regularly throughout the year. It has a schedule of
matters referred to it for decision, which includes Group
strategy and future developments, allocation of financial
resources, investments, annual and interim results, and
risk management. The Group has two Board committees,
which operate within defined terms of reference.

Audit Committee
The Audit Committee, comprising Mr. Ashley (Chairman),
Mr. Todd, Mr. Whipp and Mr. Goodwin, is responsible for
reviewing the full and half year results. In addition, the
Audit Committee monitors the framework of internal
control.

Remuneration Committee
The Remuneration Committee, comprising Mr. Todd
(Chairman), Mr. Ashley, Mr. Whipp and Mr. Goodwin,
reviews the remuneration of the Executive Directors and
any senior executive of the Group and considers the
grant of options and payment of performance related
bonuses.

Internal control
The Directors are responsible for ensuring that the Group
maintains a system of internal control to provide them with
reasonable assurance regarding the reliability of financial
information used within the business and for publication
and that assets are safeguarded. There are inherent
limitations in any system of internal financial control. On
the basis that such a system can only provide reasonable
but not absolute assurance against material misstatement
or loss and that it relates only to the needs of the business
at the time, the system as a whole was found by the
Directors at the time of approving the accounts to be
generally appropriate to the size of the business.

Going concern
After reviewing budgets and forecasts, the Directors have
a reasonable expectation that the Group and Company
have adequate resources to continue as an operational
business for the foreseeable future. The financial
statements have therefore been prepared on a going
concern basis.

Employment policy
The Board places considerable value on the involvement
of its employees and has effective arrangements for
communicating the Group’s results and significant business
issues to them. The Directors recognise that continued and
sustained improvement of the Group depends on its ability
to attract, motivate and retain employees of the highest
calibre. Furthermore, the Directors believe that the Group’s
ability to sustain the competitive advantage in the long
term depends on ensuring that all employees contribute to
the maximum of their potential. The Group is committed
to improving the performance of all its employees through
appropriate development and training. Share ownership is
at the heart of the Group’s remuneration philosophy and
the Directors believe that the key to the Group’s future
success lies in a motivated workforce holding a stake in the
Group. For this reason the Board implemented an
Enterprise Management Incentive share option scheme in
February 2008 which is available to all Group employees
subject to meeting certain qualifying rules. The Group is an
equal opportunity employer. Entry into and progression
within the Group is solely determined on the basis of work
criteria and individual merit. The Group gives full and fair
consideration to applications for employment made by
disabled persons, having regard to their respective
aptitudes and abilities. The policy includes, where
practicable, the continued employment of those who may
become disabled during their employment and the
provision of training and career development and
promotion, where appropriate.

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 14

CORPORATE GOVERNANCE REPORT CONTINUED

Corporate Responsibility
Crimson Tide plc operates responsibly with regard to
its shareholders, employees, other stakeholders, the
environment and the wider community. The Group is
committed to the wellbeing of all employees and ensures
that their health, safety and general welfare is paramount
at all times. We also maintain open and fair relationships
with all clients and suppliers while ensuring that all
transactions are operated on an arm’s length, commercial
basis. As part of this culture, the Group ensures that
all suppliers are paid in a timely fashion, unless there are
sound commercial reasons why payment should not
be made.

REPORT OF THE REMUNERATION COMMITTEE

The Remuneration Committee was established to
determine the Group’s policy on executive remuneration
and to consider and approve the remuneration packages
for the Directors, subject to ratification by the Board.

The Board determines the Company’s policy on Non-
Executive Directors’ fees and will set fees with reference
to the individual director’s role, the Company’s market
capitalisation and business sector.

The Group’s current and ongoing remuneration policy
aims to ensure executive directors and senior executives
are fairly rewarded for their individual contributions
to the Group’s overall performance and is designed to
retain and motivate executives of the right calibre
and experience. The Committee is responsible for
recommendations on all elements of directors’
remuneration including basic salary, annual bonus,
share options and any other incentive awards.

The Committee determines the Group’s policy on
executive directors’ remuneration with reference to
comparable companies and the achievement of the
Group’s strategic objectives. In designing and reviewing
schemes for performance related remuneration, the
Committee gives full consideration to the provisions of
Schedule A to the Combined Code.

At the last Remuneration Committee meeting it was
agreed that the remuneration of certain Directors would
be increased to reflect the Company’s performance and
and current financial circumstances. In assessing these
increases, the committee took into account the market
rates relevant to the individual concerned.

On behalf of the Board

Robert Todd
Chairman - Remuneration Committee
3 June 2015

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 15

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CRIMSON TIDE PLC

We have audited the financial statements of Crimson Tide
plc for the year ended 31 December 2014 which comprise
the Consolidated Income Statement, the Consolidated
Statement of Comprehensive Income, the Consolidated
Statement of Financial Position, the Consolidated
Statement of Changes in Equity, the Consolidated Cash
Flow Statement, the Company Statement of Financial
Position, the Company Statement of Changes in Equity,
the Company Statement of Cash Flows and the related
notes. The financial reporting framework that has been
applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as
adopted by the European Union and, as regards the parent
company financial statements, as applied in accordance
with the provisions of the Companies Act 2006.

This report is made solely to the Company’s members,
as a body, in accordance with 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.

Respective Responsibilities of Directors and Auditors
As explained more fully in the Directors’ Responsibilities
Statement (set out on page 11), the Directors are
responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Auditing
Practices Board’s (APB’s) Ethical Standards for Auditors.

Scope of the Audit of the Financial Statements
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free
from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the
accounting policies are appropriate to the Group’s and the
Parent Company’s circumstances and have been consistently
applied and adequately disclosed; the reasonableness
of significant accounting estimates made by directors;
and the overall presentation of the financial statements.

In addition, we read all the financial and non-financial
information in the Annual Report to identify material

inconsistencies with the audited financial statements and
to identify any information that is apparently materially
incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing
the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the
implications for our report.

Opinion of Financial Statements
In our opinion:
• the financial statements give a true and fair view of the
state of the Group’s and Parent Company’s affairs as at
31 December 2014 and of the Group’s profit for the
year then ended;

• the Group financial statements have been properly

prepared in accordance with IFRSs as adopted by the
European Union;

• the Parent Company financial statements have been

properly prepared in accordance with IFRSs as adopted
by the European Union and as applied in accordance
with the provisions of the Companies Act 2006; and

• the financial statements have been prepared in

accordance with the requirements of the Companies
Act 2006.

Opinion on other matter prescribed by
The Companies Act 2006
In our opinion the information given in the Directors’
Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements.

Matters on which we are required to report
by exception
We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or

• the parent company financial statements 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.

STEWART JELL (Senior Statutory Auditor)
For and on behalf of SHIPLEYS LLP Chartered Accountants
& Statutory Auditor
10 Orange Street, Haymarket, London, WC2H 7DQ
3 June 2015

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 16

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2014

Total Revenue
Cost of sales
Gross Profit
Total operating expenses
Profit from operations
Interest Income
Interest payable and similar charges
Profit before taxation
Taxation
Profit for the year available to
equity holder of parent

Notes
1

2
3
3

Year ended
31 December
2014

Year ended
31 December
2013

£000
1,210
(166)
1,044
(952)
92
-
(8)
84
-

£000
1,268
(250)
1,018
(980)
38
-
(18)
20
-

Earnings per share
Basic and diluted earnings per
ordinary share (pence)

Year ended
31 December
2014

Year ended
31 December
2013

0.02

0.00

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2014

Net Profit for the year
Other comprehensive income/(loss) for the year:
Exchange differences on translating foreign operations
Total comprehensive profit for the year

Notes

Year
ended
31 December
2014

Year
ended
31 December
2013

£000
84

(9)
75

£000
20

3
23

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 17

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2014

Assets
Intangible assets
Equipment, fixtures & fittings
Total non-current assets

Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total Assets

Equity and liabilities
Share capital
Capital redemption reserve
Share premium
Other Reserves
Reverse acquisition reserve
Retained earnings
Total equity

Trade and other payables
Amounts falling due within one year
Amounts falling after more than one year
Total liabilities
Total equity and liabilities

Notes

7
8

10
11

12
13
13
13
13
13

14
15

As at
31 December
2014
£000

1,260
339
1,599

30
563
239
832
2,431

7,335
49
1,090
426
(5,244)
(1,786)
1,870

561
-
561
2,431

As at
31 December

2013
£000

1,224
417
1,641

48
496
132
676
2,317

7,335
49
1,090
435
(5,244)
(1,870)
1,795

463
59
522
2,317

The financial statements were approved by the board of directors on 3 June 2015 and are subject to the approval of the
shareholders at the Annual General Meeting on 30 June 2015 and signed on its behalf by:

B R J Whipp
Director

S K Goodwin
Director

Company registration number: 0113845

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 18

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AT 31 DECEMBER 2014

Group
Balance as at
1 January 2013

Profit for the year
Translation movement
Balance as at
31 December 2013

Profit for the year
Translation movement
Balance as at
31 December 2014

Capital
Share redemption
reserve
£000

Capital
£000

Share
Premium
£000

Reverse
Other acquisition
reserve
£000

Reserves
£000

Retained
Earnings
£000

Total
£000

7,335

1,090

432

(5,244)

(1,890)

1,772

-
-

-
3

20
-

20
3

7,335

1,090

435

(5,244)

(1,870)

1,795

-
-

-
(9)

-
-

84
-

84
(9)

7,335

1,090

426

(5,244)

(1,786)

1,870

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 19

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDING 31 DECEMBER 2014

Cash flows from operating activities
Profit before taxation
Adjusted for:
Amortisation of intangibles
Depreciation of equipment, fixtures and fittings
Profit on sale of assets
Net interest
Operating cash flows before movement in
working capital
Decrease / (increase) in inventories
(Increase) / decrease in trade and other receivables
Increase in trade and other payables
Cash generated from operations
Taxes paid
Net cash generated from operating activities
Cash flows used in investing activities
Purchases of fixed assets
Sale of fixed assets
Interest received
Net cash used in investing activities
Cash flows from financing activities
Interest paid
Net decrease in borrowings
Net cash from financing activities
Net increase / (decrease) in cash and cash equivalents
Net cash and cash equivalents at beginning of period
Net cash and cash equivalents at end of period

Analysis of net funds
Cash and cash equivalents
Bank overdraft

Other borrowing due within one year
Borrowings due after one year
Finance Leases
Net funds / (debt)

Year ended
31 December
2014
£000
84

Year ended
31 December
2013
£000
20

83
154
(6)
8

323
18
(67)
159
433
-
433

(218)
19
-
(199)

(8)
(119)
(127)
107
132
239

239
-
239
(58)
-
(1)
180

102
151
-
18

291
(7)
16
76
376
-
376

(425)
-
-
(425)

(18)
(122)
(140)
(189)
321
132

132
-
132
(117)
(58)
(3)
(46)

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 20

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
AT 31 DECEMBER 2014

A) Corporate information
Crimson Tide plc (the “Company”) is a public limited
company incorporated in the United Kingdom. The
address of the registered office is 10 Orange Street,
London, WC2H 7DQ. Crimson Tide plc’s shares are
publicly traded on the Alternative Investment Market
of the London Stock Exchange (AIM).

B) Basis of consolidation
The consolidated financial statements of the Company
for the year ended 31 December 2014 comprise the
Company and its subsidiaries (together referred to as
the “Group”).

On an acquisition, fair values are attributed to the Group’s
share of net assets. Where the cost of acquisition exceeds
the values attributable to such net assets, the difference is
treated as purchased goodwill, which is capitalised and
subjected to annual impairment reviews. The results of
acquired companies are brought in from the date of their
acquisition.

C) Basis of preparation
The consolidated financial statements of Crimson Tide plc
have been prepared in accordance with applicable law
and International Financial Reporting Standards
incorporating International Accounting Standards and
Interpretations (collectively “IFRS”) as endorsed by the
European Union.

The financial statements have been prepared on the
historical cost basis except for certain assets and liabilities
which have been measured at fair value. Non-current
assets are stated at the lower of carrying amount and fair
value less costs to sell.

The financial statements are presented in UK sterling and
have been prepared on a going concern basis.

The preparation of financial statements in conformity with
generally accepted accounting principles requires the use
of estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the
financial statements and the reported amounts of

revenues and expenses during the reporting period.
Although these estimates are based on management’s
best knowledge of the amount, event or actions, actual
results ultimately may differ from those estimates.

The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is
revised if the revision affects only that period, or in a
period of the revision and future periods if the revision
affects both current and future periods.

The accounting policies set out below have been applied
consistently by Group entities to all periods presented in
these consolidated financial statements, except where
noted.

D) Significant judgements and major causes of

estimation uncertainty

As noted above, the Group makes estimates and
assumptions concerning the future. Those that have a
significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year are addressed below.

i) Estimated impairment of goodwill

The Group tests semi-annually whether goodwill has
suffered any impairment in accordance with the
accounting policies stated in Notes G ii) and H) below.
The recoverable amounts of cash generating units have
been determined based on value-in-use calculations
requiring the use of estimates.

ii) Fair value of development costs

Research costs are not capitalised. Development costs,
however, are capitalised from the point that it is
sufficiently certain that future economic benefits to the
Group will cover all selling, administration and support
costs as well as the development costs themselves. The
Board will continue to review the nature of the Group’s
development activities on an ongoing basis and
consider whether the conditions are being satisfied.
Development costs include work completed on mobility
software applications.

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 21

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014

E) Changes in accounting policy
Standards, amendments to standards, and
interpretations adopted in the 2014 financial
statements or that have previously been early-
adopted in the Company's annual financial
statements

Amendments to IAS 32
Offsetting Financial Assets and Financial Liabilities

Amendments to IAS 36
Recoverable amount disclosures for non-financial assets

Future standards, amendments to standards, and
interpretations not early-adopted in the 2014
financial statements

inception of the lease, and depreciated over the
estimated useful life of the asset. The capital element of
future obligations under the leases is included as a
liability in the balance sheet.

iii) Depreciation

Depreciation is charged to the income statement over
the estimated useful lives of each part of an item of
equipment, fixtures and fittings. The depreciation rates
are as follows:
- Office and computer equipment: 20% on cost on a

straight-line basis

- PDA, tablet and smartphone equipment: cost spread

over useful life of 3 to 5 years

- Fixtures and fittings: 25% on a reducing balance

basis.

Effective for periods beginning on or after 1 January 2015:

G) Intangible assets
i) Development Expenditure

The costs of developing software for commercial resale
are capitalised and amortised on a straight line
basis over the expected useful life of the product. In
2014, the useful life of the Company’s mpro software
solution was re-assessed to be 10 years, differentiating
it from previous solutions developed by the company
considered to have a 5 year useful life. This re-
assessment took into account current contracts using
mpro5, renewal rates and ongoing development of the
solution. Amortisation commences when revenues
from the product begin to be received. The carrying
value of development costs is reassessed semi-annually.

ii) Goodwill

Goodwill represents the excess of the fair value of
the consideration given for investments in subsidiary
undertakings over the fair value of the underlying
assets at the date of their acquisition. The carrying
value of goodwill is reassessed semi-annually.

IFRS 9 Financial Instruments (as revised in 2010)

Amendments to IFRS 9 and IFRS 7
Mandatory Effective Date of IFRS 9 and Transition
Disclosures

Effective for periods beginning on or after 1 January 2016:
IFRS 14 Regulatory Deferral Accounts

The adoption of these standards, amendments and
interpretations is not expected to have a material impact
on the Company’s profit for the year or equity. Application
of these standards may result in some changes to
presentation of information within the Company’s
financial statements in future years.

F) Equipment, fixtures and fittings
i) Owned assets

Items of equipment, fixtures and fittings are stated at
historic cost less accumulated depreciation with
different useful lives (see below).

ii) Leased assets

Leases in terms of which the Group assumes
substantially all the risks and rewards of ownership are
classified as finance leases. Assets acquired in terms of
finance leases are capitalised at their fair value at

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 22

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014

H) Impairment
The carrying amounts of the Group’s assets are reviewed
at each balance sheet date to determine whether there
is any indication of impairment. If any such indication
exists, the asset’s recoverable amount is estimated. The
recoverable amount is the higher of its net selling price
and its value in use. For intangible assets that are not yet
available for use, goodwill or intangible assets with an
indefinite useful life, an impairment test is performed at
each balance sheet date.

In assessing value in use, the expected future cash flows
from the asset are discounted to their present value using
a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks
specific to the asset.

An impairment loss is recognised in the income statement
whenever the carrying amount of an asset or its cash
generating unit exceeds its recoverable amount.
A previously recognised impairment loss is reversed if the
recoverable amount increases as a result of a change in
the estimates used to determine the recoverable amount,
but not to an amount higher than the carrying amount
that would have been determined (net of depreciation)
had no impairment loss been recognised in prior years.
For goodwill, a recognised impairment loss is not reversed.

I) Inventories
Inventories consist entirely of mobile devices held not for
re-sale but as spares and trial equipment. All are
individually stated at the lower of their cost or net
realisable value.

J) Turnover and revenue recognition
The turnover shown in the profit and loss account
represents amounts receivable for services provided to
customers, exclusive of Value Added Tax. Subscription
income and support and maintenance income is credited
to turnover in equal monthly instalments over the period
of the related agreement. There is no recognition in the
Consolidated Income Statement of the contracted values
of future revenues.

K) Expenses
i) Operating lease payments

Payments made under operating leases are recognised
in the income statement on a straight-line basis over
the term of the lease.

ii) Finance lease payments

The capital element of finance lease repayments is
treated as a reduction in the balance sheet liability and
the interest element is charged to the profit and loss
account on a “sum of digits” basis.

L) Deferred taxation
Deferred tax is recognised on all timing differences where
the transactions or events that give the Company an
obligation to pay more tax in the future, or a right to pay
less tax in the future, have occurred by the balance sheet
date. Deferred tax assets are recognised when it is more
likely than not that they will be recovered. Deferred tax is
measured using rates of tax that have been enacted or
substantially enacted by the balance sheet date.

M) Government grants
Government grants are recognised at their fair value
where there is a reasonable assurance that the grant will
be received and the Group will comply with all attached
conditions. Government grants relating to capital
expenditure are deducted in calculating the carrying
amount of the asset. The grant is recognised in profit or
loss over the life of the asset as a reduced amortisation
expense. Revenue related grants are credited to the
income statement when the related expenditure is
expensed.

The Group has benefitted from small research and
development grants in recent years that have contributed
to meeting the costs of new software development.

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014

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

Where the contractual obligations of the financial
instruments (including share capital) are equivalent to a
similar debt instrument, those financial instruments are
classed as financial liabilities. Financial liabilities are
presented as such in the Statement of Financial Position.
Finance costs and gains or losses relating to financial
liabilities are included in the Income Statement. Finance
costs are calculated so as to produce a constant rate of
return on the outstanding liability.

Where the contractual terms of share capital do not have
any terms meeting the definition of financial liability then
this is classed as an equity instrument. Dividends and
distributions relating to equity instruments are debited
to equity.

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 24

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014

1. Segmental reporting
The Group has two main regional centres of operation; one in the UK, the other in Ireland but the Group’s resources,
including capital, human and non-current assets are utilised across the Group irrespective of where they are based or
originate from. The Board via the management team, allocate these resources based on revenue generation, which
due to its high margin nature and the Group’s reasonably fixed overheads, in turn drives profitability and cashflow
generation. The Board consider it most meaningful to monitor financial results and KPIs for the consolidated Group,
and decisions are made by the Board accordingly.

In due consideration of the requirements of IFRS 8 Operating Segments, the Board consider segmental reporting by
(i) region, including turnover, operating profit and non-current assets and (ii) business activity, by turnover, to be
appropriate. Business activity is best split between (i) the strategic focus of the business, i.e. mobility solutions and the
resulting development services that emanate from that, and (ii) non-core software solutions, including reselling third
party software and related development and support services.

The analysis of each follows:

Turnover
Year ended
31 December

Operating profit/(loss)
Year ended
31 December

Non current assets
Year ended
31 December

Region:

Ireland

Total

2014
£000

983

227

1,210

2013
£000

1,067

201

1,268

2014
£000

2013
£000

(17)

2014
£000

1,557

1,599

2013
£000

1,566

1,641

Turnover can be analysed by business activity as follows:

Business activity:
Mobility solutions and related development services
Software solutions reselling, development and support
Total Turnover

Year ended
31 December
2014
£000
1,081
129
1,210

Year ended
31 December
2013
£000
1,195
73
1,268

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 25

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014

2. Profit from operations

Amortisation of intangible assets
Depreciation on equipment, and fixtures and fittings
Operating lease costs
Auditors remuneration for:
- Audit services
- Other services:

- The auditing of accounts of associates of

the Company pursuant to legislation

- Other services supplied pursuant to such legislation

3. Finance income and costs

Loan interest
Finance lease interest
Interest receivable
Net finance costs

Year ended
31 December
2014
£000
83
154
22

Year ended
31 December
2013
£000
102
151
22

10
9

10
6

Year ended
31 December
2014
£000
8
-
-
8

Year ended
31 December
2013
£000
17
1
-
18

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 26

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014
4. Employees

Staff costs (including Directors) were as follows:

Wages and salaries
Non-Executive Directors' fees
Compulsory social security contributions
Other pension costs
Personnel costs

The following amounts are included above in relation to Directors:

Wages and salaries
Non-Executive Directors' fees
Compulsory social security contributions
Pension costs
Directors' costs

A detailed breakdown of the remuneration of the Directors is shown on page 10.

Average monthly staff numbers in the period were as follows:

Sales and marketing
Technical
Management, finance and administration

Year ended
31 December
2014
£000
467
18
45
-
530

Year ended
31 December
2013
£000
532
18
57
-
607

Year ended
31 December
2014
£000
181
18
21
-
220

Year ended
31 December
2013
£000
252
18
30
-
300

Year ended
31 December
2014
No.
2
5
4
11

Year ended
31 December
2013
No.
3
5
4
12

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 27

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014
5. Taxation
No corporation tax charge has been incorporated into the consolidated accounts for the periods ended
31 December 2014 or 31 December 2013 due to the availability of tax losses.

Profit on ordinary activities before tax
Profit on ordinary activities by rate of tax (28%)
Expenses not deductible for taxation purposes
Carried forward taxable losses
Utilisation of brought forward tax losses
Tax on profit on ordinary activities

Year ended
31 December
2014
£000
84
24
12
-
(36)
-

Year ended
31 December
2013
£000
20
6
14
-
(20)
-

Deferred tax asset
The Group has an unprovided deferred tax asset relating to carried forward taxable losses of approximately £600,000
(2013: £650,000). This asset has not been recognised in the accounts due to uncertainty of the timing of future taxable
profits against which it can be utilised.

6. Earnings per share
The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders and the weighted
average number of ordinary shares in issue during the period.

The calculation of diluted earnings per share is based on profit attributable to ordinary shareholders and the weighted
average number of ordinary shares that would be in issue, assuming conversion of all dilutive potential ordinary shares
into ordinary shares.

Reconciliation of the weighted average number of shares used in the calculations are set out below:

Basic earnings per share
Reported profit (£000)
Reported earnings per share (pence)

Weighted average number of ordinary shares:
Opening balance
Effect of share placing during the year
Weighted average number of ordinary shares

The diluted earnings per share is the same as the basic earnings per share.

Year ended
31 December
2014
84
0.02

Year ended
31 December
2014
No.
445,486,234
-
445,486,234

Year ended
31 December
2013
20
0.00

Year ended
31 December
2013
No.
445,486,234
-
445,486,234

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 28

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014
7. Intangible assets

Group
Cost
At 1 January 2013
Additions:
Mobile data applications development cost
Less Research and Development Grant
At 31 December 2013
Additions:
Mobile data applications development cost
Less Research and Development Grant
At 31 December 2014

Impairment and amortisation
At 1 January 2013
Charge for year
At 31 December 2013
Charge for year
At 31 December 2014

Carrying amount
At 31 December 2014
At 31 December 2013
At 1 January 2013

Group
development
expenditure
£000

Goodwill
£000

988

-
-
988

(190)
-
(190)
-
(190)

798
798
798

542

162
(15)
689

145
(26)
808

(161)
(102)
(263)
(83)
(346)

462
426
381

Total
£000

1,530

162
(15)
1,677

145
(26)
1,796

(351)
(102)
(453)
(83)
(536)

1,260
1,224
1,179

Goodwill can be further analysed by cash generating unit the recoverable amount of each has been assessed based on
estimated value in use.

Cost
Less impairment
Carrying amount

Crimson Tide
(IE) Ltd
(Healthcare)
£000

Crimson Tide
Mpro Ltd
(Mobile sols.)
£000

400
-
400

280
-
280

Callog
Ltd
(Telecoms)
£000

308
(190)
118

Total
£000

988
(190)
798

Management prudently assess value in use by estimating the cashflows each unit is expected to generate in the next
four years based on current levels of business activity, reducing over time if appropriate, discounted at 8% p.a.
No growth is forecast for the purposes of these calculations.

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 29

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014
8. Equipment, fixtures and fittings

Group
Cost
At 1 January 2013
Additions
Disposals
At 31 December 2013
Additions
Disposals
At 31 December 2014

Depreciation
At 1 January 2013
Charge for year
Disposals
At 31 December 2013
Charge for year
Disposals
At 31 December 2014

Carrying amount
At 31 December 2014
At 31 December 2013
At 1 January 2013

Office and
computer
equipment
£000

PDA, tablet &
smartphone
equipment
£000

Fixtures and
fittings
£000

52
9
(22)
39
29
(6)
62

(36)
(6)
22
(20)
(15)
6
(29)

33
19
16

487
269
(66)
690
60
(113)
637

(223)
(143)
66
(300)
(136)
100
(336)

301
390
264

25
-
-
25
-
(4)
21

(15)
(2)
-
(17)
(3)
4
(16)

5
8
10

Total
£000

564
278
(88)
754
89
(123)
720

(274)
(151)
88
(337)
(154)
110
(381)

339
417
290

Included within the net book value of £339,000 is £5,000 (2013: £9,000) relating to computer equipment held under
finance lease agreements. The depreciation charge to the financial statements in the year in respect of such computer
equipment amounted to £4,000 (2013: £5,000). There is no material difference between the value of the minimum
lease payments and their net present value.

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 30

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014
8. Equipment, fixtures and fittings (continued)

Company
Cost
At 1 January 2013
Disposals
At 31 December 2013
Additions/Disposals
At 31 December 2014

Depreciation
At 1 January 2013
Charge for year
Disposals
At 31 December 2013
Charge for year
At 31 December 2014

Carrying amount
At 31 December 2014
At 31 December 2013
At 1 January 2013

9. Investments

Fixtures
& Fittings
Total
£000

17
(17)
-
-
-

(17)
-
17
-
-
-

-
-
-

Company
The Company is the holding company of the Group. The following table shows details of the Company’s subsidiary
undertakings at 31 December 2014. Each of these companies is wholly owned by Crimson Tide plc, the issued share
capital of each is fully paid and each is included in the consolidated accounts of the Group:

Name of company
Owned directly by Crimson Tide plc
Crimson Tide Mpro Limited
Crimson Tide Services Limited
A. Cohen & Co. (GB) Limited
Crimson Tide (IE) Limited
A.Cohen (Aust) Pty Limited

Owned by Crimson Tide Mpro Limited
Moneymotive Limited

Owned by Moneymotive Limited
Callog Limited

Activity

Country of incorporation or
registration and operation

Mobile data solutions
Mobile data solutions
Non-trading
Mobile data solutions
Non-trading

England and Wales
England and Wales
England and Wales
Ireland
Victoria, Australia

Non-trading

England and Wales

Telecoms

England and Wales

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 31

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014
9. Investments (continued)

Company
Cost
At 31 December 2013
Additions
At 31 December 2014
Provisions
At 31 December 2013
Impairment
At 31 December 2014

Carrying amount
At 31 December 2014
At 31 December 2013

10. Trade and other receivables

Group
Trade receivables
Other receivables
Prepayments and accrued income

Shares in
subsidiary
undertakings
£000

Trade
investments
£000

5,297
-
5,297

1,929
-
1,929

3,368
3,368

386
-
386

-
-

Total
£000

5,683
-
5,683

2,315
-
2,315

3,368
3,368

As at
31 December
2014
£000
446
70
47
563

As at
31 December
2013
£000
316
75
105
496

As at 31 December 2014, trade receivables of £90,000 (2013: £59,000) were impaired and fully provided for.
The ageing of trade receivables not impaired are as follows:

Aged analysis of trade receivables:
Age from invoice date
< 30 days
30 - 60 days
60 - 90 days
> 90 days

Movements of the Group provision for impairment of trade receivables are as follows:

At 1 January 2013
Receivables collected in year previously provided for
Receivables written off during the year as uncollectable
Provision for receivables impairment for the year
At 31 December 2013
Receivables collected in year previously provided for
Receivables written off during the year as uncollectable
Provision for receivables impairment for the year
At 31 December 2014

As at
31 December
2014
£000

As at
31 December
2013
£000

247
26
14
29
316

293
106
13
34
446

£000
131
(4)
(89)
21
59
(10)
(13)
54
90

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 32

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014

Company
Amounts recoverable from Group undertakings
Other receivables
Prepayments and accrued income

As at
31 December
2014
£000
1,392
30
5
1,427

As at
31 December
2013
£000
1,525
30
7
1,562

11. Cash and cash equivalents
Cash and cash equivalents comprise cash and short-term deposits held by Group companies. The carrying amount of
these assets approximates their fair value.

12. Share capital

Authorised
Ordinary shares: 711,950,842 shares of 1p each
(2013: 711,950,842 shares of 1p each)
Deferred shares: 15,160,482 shares of 19p each

Issued, called up
Ordinary shares: 445,486,234 shares of 1p each
(2013: 445,486,234 shares of 1p each)
Deferred shares: 15,160,482 shares of 19p each

As at
31 December
2014
£000

As at
31 December
2013
£000

7,120

2,880
10,000

4,455

2,880
7,335

2,880
10,000

4,455

2,880
7,335

Share options
The Company has granted equity-settled options to some of the Directors and employees under the Company’s
Enterprise Management Incentive Scheme (EMI Scheme) and under an unapproved scheme. The share options may not
be exercised for two years from date of issue and thereafter, only if the target share price is achieved.

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 33

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014

At 31 December 2014 the following options were outstanding in respect of ordinary shares.

Number Exercised

Expiry Date

Issued

in 2014 cancelled

Number
outstanding
at

Number
exercisable
at
Expired/ 31 December 31 December
2014

2014

Target
share
price

Exercise
Price

Date of Grant
Issued under EMI scheme
5 February 2007
5 November 2008
5 May 2010
Issued under an unapproved scheme
5 May 2010

2.5p
2.5p
2.5p

1.25p

2.5p

1.5p
1.0p 5 November 2018
1.25p

5 February 2017 11,000,000
7,000,000
5 May 2020 17,500,000

— 3,000,000
— 3,000,000
— 4,500,000

8,000,000
4,000,000
13,000,000

5 May 2020

2,500,000

—

2,500,000

13. Reserves

Group
Balance as at 1 January 2013
Profit for the year
Translation movement
Balance as at 31 December 2013
Profit for the year
Translation movement
Balance as at 31 December 2014

Capital
redemption
reserve
£000
49
-
-
49
-
-
49

Company
Balance as at 1 January 2013
Loss for the year
Balance as at 31 December 2013
Loss for the year
Balance as at 31 December 2014

Share
premium
£000
1,090
-
-
1,090
-
-
1,090

Capital
redemption
reserve
£000
49
-
49
-
49

Other
reserves
£000
432
-
3
435
-
(9)
426

Share
premium
£000
1,090
-
1,090
-
1,090

Reverse
acquisition
reserve
£000
(5,244)
-
-
(5,244)
-
-
(5,244)

Other
reserves
£000
337
-
337
-
337

—
—
—

—

Retained
earnings
£000
(1,890)
20
-
(1,870)
84
-
(1,786)

Retained
earnings
£000
(3,959)
(55)
(4,014)
(55)
(4,069)

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 34

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014
14. Creditors: Amounts falling due within one year

Group
Secured bank loan
Bank overdraft
Trade creditors
PAYE and social security
VAT
Finance lease agreements
Other creditors
Accruals and deferred income

Company
Secured bank loan
Trade creditors
Amounts owed to Group undertakings
Accruals

As at
31 December
2014
£000
58
-
61
13
62
1
-
366
561

As at
31 December
2013
£000
117
-
94
10
40
2
3
197
463

As at
31 December
2014
£000
58
16
4
47
125

As at
31 December
2013
£000
117
10
4
25
156

The secured bank loan in the Group and the Company is secured by fixed and floating charges over the undertaking
and all property and assets present and future including goodwill, book debts, uncalled capital, buildings, fixtures and
fixed plant and machinery. The loan comprises a fixed rate amortising loan at a total interest rate of 7.4%. This was
paid in full in 2015 by quarterly instalments of £29,167.

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 35

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014
15. Creditors: Amounts falling due after more than one year

Group
Finance lease agreements
Bank Loans

Company
Bank Loans

Maturity of debt

Group
The loans and finance leases are repayable as follows:
Within one year
Between one and two years
Between two and five years

Company
The loans and finance leases are repayable as follows:
Within one year
Between one and two years
Between two and five years

As at
31 December
2014
£000
-
-
-

As at
31 December
2014
£000
-

As at
31 December
2013
£000
1
58
59

As at
31 December
2013
£000
58

As at
31 December
2014
£000

As at
31 December
2013
£000

59
-
-
59

119
59
-
178

As at
31 December
2014
£000

As at
31 December
2013
£000

58
-
-
58

117
58
-
175

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 36

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014
16. Operating lease commitments
At the period end, total future minimum rental commitments under non-cancellable operating leases were:

Group
During next year
After 1 year but not more than 5 years

As at
31 December
2014
£000
22
22
44

As at
31 December
2013
£000
22
44
66

17. Financial Instruments and Risk Management
The Group uses a limited number of financial instruments, comprising cash, short-term deposits, loans and bank
overdrafts to fund the Group’s operations. The Group has other financial instruments such as trade receivables and
payables, that arise directly from operations. The Group does not trade in financial instruments.

Trade and other short-term debtors/creditors have been excluded from the following disclosures

Group
Financial Assets
Cash at bank and in hand

Financial Liabilities
Bank overdraft (maturing on demand)
Bank loans

As at
31 December
2014
£000

As at
31 December
2013
£000

239

-
58

132

-
175

An analysis of the maturity of the loans is given in note 15.

Financial risk factors
Exposure to currency, credit, liquidity and interest rate risk arise in the normal course of the Group’s business.
The Directors review and agree policies for managing each of these risks to minimise potential adverse effects on the
Group’s financial performance.

a) Foreign currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures,
primarily with respect to the US dollar and the euro. At the end of the year the Group held negligible net monetary
assets in foreign currencies. Foreign exchange differences on retranslation of these assets and liabilities are taken to
the income statement.

b) Credit risk

The Group has no significant concentrations of credit risk and has policies in place to ensure that sales are made
to customers with an appropriate credit history. Receivables balances are monitored on an ongoing basis and at
31 December 2014 no one customer owes more than 10% of total revenue and this debt has been paid since the
year end. As a result the Group’s exposure to bad debts is not significant.

The Group is exposed to the loss of future subscription revenues if subscriber customers go into liquidation.
At 31 December, 2014, no one customer accounted for more than £742,000 (2013: £942,000) of future contracted
revenue.

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
AT 31 DECEMBER 2014
c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and available funding through an adequate
amount of committed credit facilities. The Group ensures it has adequate cover through the availability of bank
overdraft and loan facilities to satisfy forecast requirements taking into account all known and forecast factors.

d) Interest rate risk

The Group’s policy is to minimise interest rate risk by regularly reviewing and agreeing actions to limit the Group’s
exposure to adverse movements in interest rates.

Fair value risk factors
The net fair values of intangible assets approximate to their carrying value as disclosed in Note H and 7 are regularly
assessed. The aggregate net fair values and carrying amounts of all other assets and liabilities, including financial assets
and financial liabilities, are disclosed in the Statement of Financial Position and Notes.

Operational risk factors
The Board considers the key operating risk to be insufficient working capital to fund the planned growth in subscriber
numbers. Funding is regularly assessed against forecasts and expected growth rates and managed accordingly to
minimise this risk.

18. Related party transactions
The interests of the Directors in share options are shown on pages 9 and 10.

Other than the above, no transactions with related parties were undertaken such as are required to be disclosed under
International Accounting Standard 24.

19. Profit of the Parent Company
As permitted by Section 408 of the Companies Act, the profit and loss account of the parent company is not presented
as part of these accounts. The parent company’s loss for the financial year amounted to £54,798 (2013 loss: £54,809).

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 38

COMPANY STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2014

As at 31 December

Assets
Tangible assets
Investments
Total non-current assets

Trade and other receivables
Cash and cash equivalents
Total current assets
Total Assets

Equity and liabilities
Share capital
Capital redemption reserve
Share premium
Other Reserves
Retained earnings
Total equity

Trade and other payables
Amounts falling due within one year
Amounts falling after more than one year
Total liabilities
Total equity and liabilities

Notes

8
9

10
11

12
13
13
13
13

14
15

2014
£000

-
3,368
3,368

1,427
72
1,499
4,867

7,335
49
1,090
337
(4,069)
4,742

125
-
125
4,867

2013
£000

-
3,368
3,368

1,562
81
1,643
5,011

7,335
49
1,090
337
(4,014)
4,797

156
58
214
5,011

The financial statements were approved by the Board of Directors on 3 June 2015 and are subject to the approval of
the shareholders at the Annual General Meeting on 30 June 2015 and signed on its behalf by:

B R J Whipp
Director

S K Goodwin
Director

Company registration number: 0113845

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 39

COMPANY STATEMENT OF CHANGES IN EQUITY
AT 31 DECEMBER 2014

Loss after tax for the year being total recognised income and expense for the year
Issue of share capital
Total changes in equity
Total equity as at 1 January
Total equity as at 31 December

Year ended
31 December
2014
£000
(55)
-
(55)
4,797
4,742

Year ended
31 December
2013
£000
(55)
-
(55)
4,852
4,797

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 40

COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2014

Year ended
31 December

Cash flows from operating activities
Loss before taxation
Adjusted for:
Decrease in trade and other receivables
Increase in trade and other payables
Interest paid
Net cash generated / (used in) operating activities
Cash flows used in investing activities
Acquisition of subsidiaries
Purchases of fixed assets
Interest received
Net cash used in investing activities
Cashflows from financing activities
Interest paid
Net decrease in borrowings
Net cash from financing activities
Net decrease in cash and cash equivalents
Net cash and cash equivalents at beginning of period
Net cash and cash equivalents at end of period

Analysis of Net Debt
Cash and cash equivalents
Bank overdraft

Other borrowing due within one year
Borrowings due after one year
Net funds / (debt)

2014
£000

(55)

135
28
8
116

-
-
-
-

(8)
(117)
(125)
(9)
81
72

72
-
72

(58)
-
14

2013
£000

(55)

-
8
17
(30)

-
-
-
-

(17)
(117)
(134)
(164)
245
81

81
-
81

(117)
(58)
(94)

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 41

OFFICERS AND PROFESSIONAL ADVISERS

Board of Directors

Secretary

Registered office

B R J Whipp (Executive Chairman & CEO)
G B Ashley
S K Goodwin
L A Jeffrey
S J Roberts
R K Todd

S K Goodwin

10 Orange Street
Haymarket
London
WC2H 7DQ

Registered Number

0113845

Bankers

Auditors

Nominated Adviser and Broker

Solicitors

NatWest Bank
19 Mount Ephraim Road
Tunbridge Wells
Kent
TN1 1EN

Shipleys LLP
10 Orange Street
Haymarket
London
WC2H 7DQ

W H Ireland Ltd
24 Martin Lane
London
EC4R ODR

Gordons Partnership LLP
22 Great James Street
London
WC1N 3ES

Website

www.crimsontide.co.uk

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 42

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2015 Annual General
Meeting of Crimson Tide plc will be convened at
10 Orange Street, Haymarket, London WC2H 7DQ on
30 June 2015 at 2:30 pm to transact the following
business and consider and, if thought fit, pass the
following resolutions, each such resolution to be
considered as an ordinary resolution.

Ordinary Resolutions:
1 To receive the report and accounts of the Company for

the year ended 31 December 2014

2 To re-appoint Messrs Shipleys LLP as Auditor and
authorise the Directors to fix their remuneration

3 To re-appoint B. R. J. Whipp as a Director of the

Notes
1 Proxies

Any member of the Company entitled to attend and
vote at the above meeting may appoint one or more
proxies to attend and, on a poll, to vote instead of him.
A proxy need not be a member.

2 Contracts of Service

All Directors’ contracts of service having more than one
year’s unexpired term are available for inspection by
members at the Company’s registered office during
business hours and will be available for inspection at
the location of the meeting for the period commencing
15 minutes prior to the commencement of the meeting
and ending at the conclusion of the meeting.

Company

3 The Company, pursuant to Regulation 41 of the

4 To re-appoint S. J. Roberts as a Director of the

Company

5 To re-appoint R. K. Todd as a Director of the

Company

By order of the Board
Stephen Goodwin
Company Secretary
Registered Office
10 Orange Street, London WC2H 7DQ
3 June 2015

Uncertificated Securities Regulations 2001, hereby
specifies that only those shareholders registered on the
Register of Members of the Company at 2.30 pm on
26 June 2015 shall be entitled to attend or vote at the
meeting in respect of shares registered in their name at
the time. Changes to entries on the relevant Register of
Members after this time shall be disregarded in
determining the rights of any person to attend or vote
at the meeting, notwithstanding any provisions in any
enactment, the articles of association of the Company
or other instrument to the contrary.

4 The Company, pursuant to Regulation 41(3) of the

Uncertificated Securities Regulations 2001, hereby gives
notice of its determination that only those shareholders
registered on the Register of Members of the Company
at the close of business on the date of this notice shall
be entitled to receive notice of this meeting.

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 43

FORM OF PROXY

Crimson Tide plc
(“Crimson Tide” or “the Company”)
Annual General Meeting on 30 June 2015 at 2.30 pm

I/We (name in full) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

hereby appoint the Chairman of the Meeting or . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (delete as appropriate)
as my/our proxy to attend, to speak and to vote in respect of the shares registered in my/our name(s) at the Annual
General Meeting of Crimson Tide plc to be held on 30 June 2015 and at any adjournment thereof. I/we direct my/our
proxy to vote on the following resolution as I/we have indicated by marking the appropriate box with an ‘X’.

RESOLUTION
1 To approve accounts for year ended 31 December 2014
2 To re-appoint Shipleys LLP as auditors
3 To re-appoint B.R.J. Whipp as a director
4 To re-appoint S. J. Roberts as director
5 To re-appoint R.K. Todd as director

FOR

AGAINST

ABSTENTION

Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes on completion:
1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general

meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the

meeting in person, your proxy appointment will automatically be terminated.

3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other

than the Chairman of the meeting, insert their full name in the space provided. If you sign and return this proxy form with no name inserted in the
space, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you
are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments
on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more

than one proxy to exercise rights attached to any one share.

5. To direct your proxy how to vote on the resolutions mark the appropriate box with an ‘X’. If no voting indication is given, your proxy will vote or
abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter
which is put before the meeting.
To appoint a proxy using this form, the form must be:

• completed and signed;
• sent or delivered to Company Secretary; and
• received no later than 26 June 2015 at 2.30 pm.

6.
7.

If your shares are held through CREST, you may use the CREST electronic proxy appointment service.
In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the
company or an attorney for the company.

8. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be

included with the proxy form.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most
senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of
members in respect of the joint holding (the first-named being the most senior).

11. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take

precedence.

12. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no
voting indication is given, a proxy may vote or abstain from voting at his or her discretion. A proxy may vote (or abstain from voting) as he or she
thinks fit in relation to any other matter which is put before the meeting.

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 44

Second fold

The Company Secretary
Crimson Tide plc
Heathervale House
Vale Avenue
Tunbridge Wells
TN1 1DJ

Third fold

Please
Affix
Stamp
Here

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5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 45

crimson tide plc - annual report 2014

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 46

NOTES

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 47

5882EBB Annual Report for 2014_5882EBB Annual Report for 2014 04/06/2015 17:25 Page 48

Crimson Tide plc

Registered in England No. 0113845

Our registered office:

10 Orange Street, London, WC2H 7DQ

UK office:

Heathervale House, Vale Road,
Royal Tunbridge Wells,
Kent, TN1 1DJ

Telephone:

01892 542444

Fax:

01892 510441

General email address:

info@crimsontide.co.uk

Ireland office:

Citywest Business Centre,
3013 Lake Drive,
Citywest Campus,
Dublin 24

Telephone:

+353 (0) 1 4693728

Fax:

+353 (0) 1 4693115

General email address:

info@crimsontide.ie

Web