Crimson Tide plc Annual Report 2017

FY2017 Annual Report · Crimson Tide plc

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Annual Report & Accounts 2017

www.mpro5.com

‘We trust mpro5 and believe it is the way
forward for our business.’

‘mpro5 has become one of our standard
audit solutions.’

‘mpro5 gives our customers a better
experience as rather than filling out forms
everything is done through mpro5.’

‘mpro5 enables our management team to
really see what’s happening within the
business, thereby enabling us to deliver an
improved service to our clients.’

Copyright 2018, Crimson Tide plc
No content from this publication may be reproduced or transmitted in any form or by an means, electronic or mechanical including photocopying,
recording or any information storage and retrieval system, without permission from the senior management of Crimson Tide plc.

2017 highlights

Financial Highlights

• Turnover up 22% to £2.28m (2016: £1.86m)

• Profit Before Tax before exceptional item £359k (2016:
£352k) after significant investments in future growth

• Strong cash position

Operational Highlights

• mpro5 in use in over 200,000 locations

• Geographic expansion underway

• Internet of Things (IoT) now incorporated into mpro5

Barrie Whipp, Executive Chairman of Crimson Tide, commented:
“We are very excited by the early results of our continuing growth strategy. In 2017 profitability was carefully

maintained as we invested £350k in new staff and marketing, where we believe we will start to see benefits this

year. Consequently it is not unreasonable to say that profits would have almost doubled if we had maintained our

previous strategy and not invested in our future expansion. This, however, was not the best course to plot for

shareholders as we see much larger opportunities ahead. We will continue to invest in 2018, allowing us to be

more ambitious for future growth in our core markets but also in new geographic locations. Our aim is to grow

the Company more significantly in the coming years and we are establishing a base to manage that expansion.”

contents

Strategic Report

Financial Review

Directors Report

Chairman’s Statement

Corporate Governance Report

Report of the Remuneration Committee

Independent Auditor’s Report to the Shareholders of Crimson Tide plc

Consolidated Income Statement for the year ended 31 December 2017

2
4
6 Marketing Update
8
Board of Directors
9
12
13
14
15
18
18 Consolidated Statement of Comprehensive Income for the year ended 31 December 2017
19 Consolidated Statement of Financial Position at 31 December 2017
20
Consolidated Statement of Changes in Equity at 31 December 2017
21
22
38 Company Statement of Financial Position at 31 December 2017
39
Company Statement of Changes in Equity at 31 December 2017
40 Company Statement of Cash Flows for the year ended 31 December 2017
41 Officers and Professional Advisors
42
Notice of Annual General Meeting
43

Consolidated Statement of Cash Flows for the year ended 31 December 2017

Notes to the Consolidated Financial Statements at 31 December 2017

Form of Proxy

Chairman’s Statement

Barrie Whipp
Executive Chairman
6 June 2018

A year of investment in 2017, carrying on into 2018, has represented a transformation in
Crimson Tide in all areas of the business. Over an eighteen-month period our headcount has
doubled and our investment in Sales and Marketing resource has increased our visibility of
opportunities, improved our brand and sees the Company well placed for more aggressive
growth. We aim to be bold and to invest the cash that we have generated from top line
growth in expanding the business further.

Last year I reported that mpro5 was in use in over 100,000 locations in the UK & Ireland. This
number has now doubled and we have expanded into the Netherlands, where we have signed
our first subscriber transaction, and we have a formative sales presence in the Middle East,
United States and Australia. We will continue to seek further geographic opportunities as
appropriate, without constructing large scale infrastructure. Our new investments will be in
sales and marketing, not bricks and mortar.

Our inbound lead generation has increased dramatically as mpro5 becomes more widely
known. Our word of mouth success has now been augmented by new branding, visuals, case
studies and videos. I recommend viewing our YouTube channel to see the breadth of how
mpro5 is helping mobile work forces, healthcare professionals and even patients through our
range of workflow based platform.

Our Angular and Ionic framework implementation rolled out in 2017. The sheer scale of the
implementation should not be underestimated. mpro5 has never looked better or been easier
to use. Hosted in Microsoft Azure, our scalability and internationalisation means that we can
leverage our partner’s investment in infrastructure as well as security and data management.
We continue to invest in mpro5 and our focus now turns to automated testing and further
modules to support payment processing. We will also be moving the outlying instances of
mpro5 where a version has been produced for a specific client into the main app store version
of the mobile application.

We have recently developed two significant opportunities in the healthcare sector. Firstly, our
initial contract with the National Health Service was signed during the year where we assist in
estate management at Addenbrookes Hospital. We are now engaged with an NHS Trust where
we will be providing mpro5 with time and attendance for hospital staff. Large, strategic
software sales to such huge public bodies is fraught with danger. mpro5 provides a very
tactical solution which can assist in solving day to day issues with clear ROI. Secondly, our
success with a Global Health Organisation in providing pilots in Tanzania and Indonesia
provides huge excitement for the use of mpro5 in a wider range of healthcare scenarios.

Perhaps the most exciting technical development has been the implementation of our first
Internet of Things (IOT) sensors reporting on temperature, humidity and motion. Sensors are
continuously being improved and new types of sensor introduced. We have chosen to be
sensor agnostic and can move with this ever-expanding market. The use of sensors to initiate
and improve workflows is of clear benefit to our existing client base and also gives us new
opportunities in the vertical markets we serve.

Financially, Crimson Tide has continued to increase turnover, whilst managing our profitability
carefully. In 2017, we chose to target the maintenance of profitability and cash at a similar level
to the previous year and this was achieved on the back of growth of 22% at the turnover line.
We had a small exceptional item in respect of professional fees incurred on an aborted
acquisition of a business in a similar field to ourselves. The Directors believe that this performance
was very creditable, notwithstanding the fact that a number of larger opportunities remain in
the pipeline. The Company is often underestimated in that its contracts are long term and the
gross margin is in excess of 90%.

Last year, we moved premises to accommodate our expansion and now have a home at
Oakhurst House, one of the premier business addresses in Royal Tunbridge Wells. In 2018,
we have decided to invest even more in mpro5 and the opportunities in front of us. These
investments will, in the main, be in sales and marketing, to take advantage of these
opportunities.

There will be changes in focus this year where our branding will start to eliminate references
to Crimson Tide and focus on mpro5, reducing any confusion between the corporate and
commercial branding. We are also reviewing our cadre of advisors and 2018 will be a year of
positive change in some structural parts of our organisation.

Part of our organisational change in 2017 was the appointment of Toby Hawkins as Sales and
Marketing Director. Toby now leads a team of 10 and is implementing our increased budget to
generate new leads. We have also formed a customer excellence team to assist with onboarding
and ensuring excellent relationships with new and existing clients. I was delighted to recently
announce the promotion of Luke Jeffrey to Chief Executive Officer and Luke will now be
responsible for managing the day to day operations of the business, giving me the opportunity
to focus on business expansion and seeking further opportunities for mpro5 in my position as
Executive Chairman.

In closing, I must say that our Company is, in many respects, “below the radar” in that it has
been quite conservatively run over many years, ensuring that growth has been maintained,
profitability ensured and cash generated. It is time for Crimson Tide, through mpro5, to take
advantage of the clear opportunities in front of us. The Directors are determined to invest in
our platform and sales and marketing to ensure that we take the Company to the next level.
We have the base and the people to do so and my thanks as ever go out to our fantastic team
who are passionate about our Company and its future.

Financial Review

Steve Goodwin
Finance Director
6 June 2018

Financial Review

I am very pleased to comment on our results for the year to 31 December 2017.

Turnover increased by 22% from £1.86m in 2016 to £2.28m for the twelve months to
31 December 2017. The vast majority of our income continues to come from long-term
subscriber agreements for mpro5 and in 2017 included increased revenues from customers
based in mainland Europe and the US. Gross margin from subscription business has been
maintained at over 90%.

Operating costs have steadily increased but in a very planned manner as previously
communicated. Additional sales and marketing staff costs and a significant increase in
marketing spend are investments in future growth. We have already seen an exciting increase
in sales opportunities as a result and expect growth in long term subscription revenues to
accelerate. Our business model is highly operationally geared such that increases in sales
revenues are not matched by a proportionate increase in operating costs.

Shareholders will be aware that we have doubled profits in each of the previous four years but
in 2016 took the strategic decision to re-invest for faster growth in the medium term. Our 2017
results include an exceptional item of £44k being legal and accounting costs incurred on an
aborted acquisition. Excluding this, 2017 profit before tax totalled £359k, a small increase on
£352k achieved in 2016. Capital allowances and tax losses brought forward have kept the tax
charge at a very low level.

Crimson Tide’s balance sheet and operating cashflows remain healthy. Cash generated from
operating activities of £559k improved in 2017 (2016: £491k) with the funds re-invested in
mpro5 and smartphone and tablet devices for subscribers. Funds were also utilised to reduce
debt used to fund these devices. We finished the year with cash balances of £757k (2016: £878k)
and net funds have continued to increase since the year end.

Future Prospects

Over the course of 2018, the Company will continue to invest in growth and target increased
sales outside the UK. mpro5’s capabilities to increase efficiency and productivity apply equally
well in many other geographic areas and the Board are excited by the opportunities to widen
the Company’s reach. We continue to work hard on behalf of all stakeholders to drive growth
and achieve the targets we have set ourselves.

Our three core values are the driving force behind our business

Partnership Teamwork Dynamism

Marketing Update

2017 – Boosting the mpro5 brand

2017 saw a year of substantial investment in Marketing, creating a brand that is not only
recognised but respected. With a strategic marketing plan in place, a full range of touch points
are utilised, with an emphasis on events and exhibitions, complemented by content, Social
Media, email and telemarketing, to create a seamless and persistent presence in the main
verticals within Facilities Management. With an updated website, new exhibition stand and
collateral and an emphasis on quality and industry relevant content, the mpro5 message has
never been stronger or so widely spread.

With standardised processes, follow up is ensured on all activity, allowing the sales team to
obtain and attend meetings that promise to yield great opportunities. After focusing on
Facilities Management and the smaller verticals within in it (Cleaning, Hard FM, Soft FM)
marketing now has a strong footprint to replicate last year’s successes within new verticals,
including the Public Sector, into 2018.

The 2017 marketing strategy was underpinned by the following marketing fundamentals:

professional, quality and trusted collateral such as videos, case studies and adverts

• Branding and design – a new logo and strong brand guidelines allowed the creation of
• Events – through attendance at key industry events, the mpro5 team is now sought out at
• SEO and digital marketing – increasing our online presence and ensuring we appear

when it counts means that potential customers can find the solution they need

exhibitions, bringing real interest and opportunity to our doorstep

mpro5

a part of it

Marketing highlights:
• A full suite of customer case studies and videos to showcase the broad functionality of
• A sharp rise in inbound leads – the mpro5 word is spreading and people want to be
• Increased website traffic, SEO rankings and social media engagement
• Quality lead generation means the sales pipeline has never been bigger
• Content that positions mpro5 as knowledgeable and thought leaders, cementing

the brand as a solution that is always ahead of the curve

Not just a solution but a full #AppService

mpro5 provides a solution to a range of business needs, but it does so much more.
The full service provided makes the mpro5 team an extension of each customer’s business.
Throughout 2017 we discovered our true strength is not only the mpro5 product but the
exceptional ongoing service that is included. Unlike competitors and point solutions, mpro5
is an ongoing partnership and a true support service, delivered via an app, the complete
#AppService.

What 2018 promises:
• Continued presence and success at events
• Automation increasing the amount of contact with potential and existing customers
• More quality and targeted content
• International expansion, further supporting our overseas sales teams to increase our

presence

And so much more…

Board of Directors

Barrie Reginald John Whipp (57)

Tobias ‘Toby’ James Turness Hawkins (37)

Executive Chairman
Barrie founded Crimson Tide in 1996 and he formulated the

Group Sales & Marketing Director
Toby joined Crimson Tide in October 2017 having held numerous

ideas behind the Group’s mobile data solutions in 2003. He is

sales roles in his career, most recently, Enterprise Account Director

responsible for setting the Group’s vision and strategy as well

for the OpenText Corporation. Previously he was Commercial

as setting goals and targets for the business. After an early career

Director for Stevens Group Ltd. which develops enterprise and

in finance and business administration with Dowell Schlumberger

SaaS software solutions. Toby is responsible for leading the sales

S.A. and UDS Group plc, Barrie joined Tiphook plc where he

and marketing teams and achieving the Group’s sales and growth

founded the financial services arm in 1986. He became Group

targets.

Managing Director of IAF Group plc, which was admitted to the

Official List in April 1994. He has served as a non-executive

Graham Basil Ashley (71)

Director of pump distributor Wills Group plc as well as a number

of private companies. Barrie is currently a non-executive Director

Non-Executive Director
Graham has over 40 years’ experience in stockbroking and

of Wey Education plc.

Luke Anthony Jeffrey (35)

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

Chief Executive Officer and Technical Director
Luke joined Crimson Tide from university in July 2005 having

a wide range of sectors and industries. Graham became a

Non-Executive Director of Crimson Tide Limited in April 2004.

achieved a Masters in Advanced Computing Science and has

Graham was appointed as a Director of A. Cohen & Co. Plc on

been regularly promoted since. He has made an invaluable

20 October 2004 and was Chairman from February 2005 until

contribution to the development of our mobility solutions and

the reverse acquisition of Crimson Tide Limited in August 2006.

been fully involved in many other software developments

Graham is Chairman of the Audit Committee.

delivered to customers. Luke joined the Board in July 2012

as Technical Director responsible for the continuing evolution

Robert Kenneth Todd (52)

and implementation of our software products and services.

In December 2016, Luke was promoted to Deputy Chief Executive

Non-Executive Director
Robert was appointed a Director of the Company in March 2015.

and became Chief Executive Officer in March 2018 responsible

He founded Todd Meat Trading Co Ltd in 1989 and is a Director

for the day to day management of the Group.

of that Company and a Director of United Foods Direct Limited

since 2012. Robert is Chairman of the Remuneration Committee.

Stephen Keith Goodwin (59)

Finance Director and Company Secretary
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 30 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.

Directors’ Report

The Directors present their report and the audited financial statements of the Group for the year ended 31 December 2017.

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 2017 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 2017 was £2,275,326 (2016: £1,859,620) and the total profit for the period after exceptional
items of £44,000 (2016: £nil) and before taxation was £315,179 (2016: £351,991). 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
L A Jeffrey
S K Goodwin
T J T Hawkins
S J Roberts
G B Ashley
R K Todd

Position
Executive Chairman
Chief Executive Officer and Technical Director
Finance Director and Company Secretary
Group Sales and Marketing Director (appointed 17 October 2017)
Sales and Marketing Director (resigned 30 September 2017)
Non-Executive Director
Non-Executive Director

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 K Todd**
L A Jeffrey

Ordinary shares of £0.1p

31 December 2017
102,820,132
30,611,484
18,354,718
8,450,000
2,000,000

31 December 2016
102,710,132
30,611,484
18,354,718
8,450,000
1,061,890

* Mr. Goodwin also had an interest as a trustee in 9,150,000 Ordinary Shares of 0.1p each as at 31 December 2017 and 31 December 2016.

** Mr. Todd’s shareholding includes shares held in the Todd Meat Pension Fund of which Mr Todd is a beneficiary.

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 2017
2,500,000
1,000,000

31 December 2016
2,500,000
2,000,000

Directors’ Report CONTINUED

Directors’ interests in unapproved share options were as follows:

Director
B R J Whipp

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

Number of Share Options

31 December 2017
2,500,000

31 December 2016
2,500,000

Fees and
salaries
£

12,000
-

93,000
29,500
30,000
88,000
79,354
331,854

Non-Executive
G B Ashley
R K Todd
Executive
B R J Whipp
S K Goodwin
T J T Hawkins
L A Jeffrey
S J Roberts
Total

Benefits
£

Pension
£

-
-

16,569
-
1,626
-
4,500
22,695

-
-

-
-
200
747
400
1,347

Total
2017
£

12,000
-

109,569
29,500
31,826
88,747
84,254
355,896

Total
2016
£

12,000
-

143,137
32,000
-
88,000
134,270
409,407

Mr Roberts resigned as Director on 30 September 2017. Mr Hawkins was appointed a Director on 17 October 2017.

Significant Shareholdings
As at 20 May 2018 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
S K Goodwin
J W F Roth
S J M Morris
G B Ashley

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

Crimson Tide maintains a strong focus on working capital
management.

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
48 days (2016: 40 days). The Company is a holding company
and has no significant trade creditors.

Ordinary shares currently
held as at 20 May, 2018
102,820,132
94,080,000
30,611,484
26,131,159
21,707,817
18,354,718

Percentage of
issued share capital
22.6%
20.7%
6.7%
5.7%
4.8%
4.0%

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.

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;

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.

• state whether they have been prepared in accordance with IFRSs

Signed by order of the Board

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.

Stephen Goodwin
Company Secretary
6 June 2018

Strategic Report
FOR THE YEAR ENDED 31 DECEMBER 2017

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 service. In doing so, the targeted
objectives of:

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.

• Increased contracted revenues

• Strengthened cashflows

• Geographical expansion

• Increased profitability

• Higher returns for stakeholders

will be achieved. The Company plans to continue to re-invest its
profits in 2018 to grow the Company more significantly in the
coming years.

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

The group is operationally geared with relatively fixed overheads
so an increasing proportion of turnover growth favourably
impacts profitability and net cashflow.

Review of the business
A review of the year and future developments are given in the
Chairman’s Statement and Financial Review on pages 2 and 4
respectively.

At 31 December 2017 Crimson Tide had a total of 26 directors
and employees analysed as follows:

Directors
Senior Managers
Other employees

Male
6
3
12

Female
-
-
5

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.
The Group uses Microsoft Dynamics as its customer relationship
management system to record and monitor dealings with
customers and potential new clients.

Principal risks and uncertainties
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 and
people. However, operating cashflows generated by our growing
contracted subscriber book, provide increasing amounts of cash
to re-invest in the business. Furthermore, the finance facilities
offered by NatWest and Lombard provide additional means to
fund new devices if required, and accelerate growth

Signed on behalf of the Directors

Barrie Whipp
Executive Chairman
6 June 2018

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 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, Mr Goodwin and Mr. Jeffrey, 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, Mr Goodwin and Mr. Jeffrey, 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 2006 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.

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 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
6 June 2018

Independent Auditor’s Report to the Shareholders of Crimson Tide plc

WHO WE ARE REPORTING TO
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 a Report of the Auditor 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.

CONCLuSIONS RELATING TO GOING CONCERN
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you where:

• the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is not appropriate; or

• the Directors have not disclosed in the financial statements any
identified material uncertainties that may cast significant doubt
about the Group’s ability to continue to adopt the going
concern basis of accounting for a period of at least twelve
months from the date when the financial statements are
authorised for issue.

OuR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT
The assessed risks of material misstatement described below are
those that had the greatest effect on our audit strategy, the
allocation of resources in the audit and directing the efforts of the
engagement team.

OPINION
We have audited the financial statements of Crimson Tide plc
(the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the
year ended 31 December 2017 which comprise the Consolidated
Income Statement, Consolidated Statement of Comprehensive
Income, Consolidated and Company Statement of Financial
Position, Consolidated and Company Statement of Changes in
Equity, Consolidated and Company Cash Flow Statement and
related notes including a summary of significant accounting
policies. 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.

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 2017 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.

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 UK, including the FRC’s
Ethical Standard as applied to listed entities, 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.

Independent Auditor’s Report to the Shareholders of Crimson Tide plc
CONTINUED

Risk

How the scope of our audit responded to the risk

Management override of controls

Journals can be posted that significantly alter the Financial
Statements.

Going Concern

There is a risk that the company may hold insufficient working
capital to allow it to meet its financial obligations as they fall due
thus giving rise to a going concern risk.

We examined journals posted around the year end, specifically focusing
on areas which are more easily manipulated such as accruals,
prepayments, bank reconciliations and tax.

Existing cash reserves have been evidenced and future cashflow forecasts
have been reviewed to ensure sufficient cash headroom exists for a period
of at least one year from the date of approving these financial statements.
The Group is committed to investing in new opportunities to grow the
business.

Fraud in Revenue Recognition

There is a risk that revenue is materially understated due to
fraud.

Income was tested on a sample basis and we concluded that no evidence
of fraud or other understatement was identified.

Risk of material misstatement within related party transactions

There is the risk that related party transactions are potentially
incomplete or materially misstated.

Correspondence, including Board Minutes, and accounting records were
reviewed for evidence of material related party transactions and it is
considered that all relevant items have been disclosed. Intercompany
balances were tested and found to be recorded correctly.

Our audit procedures relating to these matters were designed in
the context of our audit of the Financial Statements as a whole,
and not to express an opinion on individual accounts or
disclosures. Our opinion on the Financial Statements is not
modified with respect to any of the risks described above, and we
do not express an opinion on these individual matters.

OuR APPLICATION OF MATERIALITY
We define materiality as the magnitude of misstatement in the
Financial Statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be
changed or influenced. We use materiality both in planning and in
the scope of our audit work and in evaluating the results of our
work.

We determine materiality for the Group to be £64,190 and this
financial benchmark, which has been used throughout the audit,
was determined by way of a standard formula being applied to
key financial results and balances presented in the Financial
Statements. Where considered relevant the materiality is adjusted
to suit the specific area risk profile of the Group.

OTHER INFORMATION
The Directors are responsible for the other information. The other
information comprises the information in the Group Strategic
Report and the Directors Report, but does not include the
financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other
information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. 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.

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
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.

RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Statement of Directors’
Responsibilities 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, and for such internal
control as the Directors determine necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible
for assessing the 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.

OuR 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 a
Report of the Auditors that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.

A further description of our responsibilities 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 Report of the Auditors.

JOSEPH KINTON (Senior Statutory Auditor)
For and on behalf of SHIPLEYS LLP Chartered Accountants and
Statutory Auditor
10 Orange Street Haymarket London WC2H 7DQ
6 June 2018

Consolidated Income Statement
FOR THE YEAR ENDED 31 DECEMBER 2017

Total Revenue
Cost of sales

Gross Profit
Total operating expenses
Exceptional item

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

Year ended
31 December
2017

Year ended
31 December
2016

£000
2,275
(231)

2,044
(1,634)
(44)

366

(51)

315

(5)

310

£000
1,860
(159)

1,701
(1,312)
-

389

(37)

352

(4)

348

Earnings per share
Basic earnings per
ordinary share (pence)

Diluted earnings per

ordinary share (pence)

Year ended
31 December
2017

Year ended
31 December
2016

0.07

0.08

Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 31 DECEMBER 2017

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
2017

Year ended
31 December
2016

£000

310

(1)

309

£000

348

349

Consolidated Statement of Financial Position
AT 31 DECEMBER 2017

As at
31 December

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

2017

£000

1,698

611

2,309

974

757

1,739

4,048

454

121

421

(5,244)

7,069

2,821

868

359

1,227

4,048

2016

£000

1,522

750

2,272

636

878

1,521

3,793

453

112

422

(5,244)

6,759

2,502

769

522

1,291

3,793

The financial statements were approved by the board of directors on 6 June 2018 and are subject to the approval of the shareholders
at the Annual General Meeting on 29 June 2018 and signed on its behalf by:

B R J Whipp
Director

S K Goodwin
Director

Company registration number: 00113845

Consolidated Statement of Changes in Equity
AT 31 DECEMBER 2017

Capital

Reverse

Group
Balance as at
1 January 2016

Profit for the year

Share options exercised

Capital reconstruction (*)
Translation movement

Balance as at
31 December 2016

Profit for the year

Share options exercised
Translation movement

Balance as at

31 December 2017

Share redemption Share Other acquisition Retained
Earnings
£000

Premium
£000

Reserves
£000

reserve
£000

Capital
£000

7,335

(6,890)
-

453

1
-

454

(49)
-

-
-

1,090

112

(1,090)
-

421

(5,244)

-
1

-
-

(1,618)

348

8,029
-

112

422

(5,244)

6,759

2,502

9
-

-
(1)

-
-

310

-
-

310

10
(1)

121

421

(5,244)

7,069

2,821

Total
£000

2,033

348

120

-
1

(*) At the Company’s General Meeting on 26 January 2016 shareholders approved plans to undertake a capital reconstruction, the
purpose of which was to create positive retained earnings in the Balance Sheet to allow the Company to, if appropriate, pay dividends
in the future. Shareholders also approved future share buy-backs. Following a court hearing on 24 February 2016 the court confirmed
the reduction of capital of the Company. The nominal value of each Ordinary Share in the Company reduced from one penny to 0.1
pence per share and the Company’s Deferred Shares of 19 pence each, Share Premium Account and Capital Redemption Reserve were
cancelled. Trading in the shares with a nominal value of 0.1 pence commenced on 25 February 2016.

Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 DECEMBER 2017

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 expense

Operating cash flows before movement in working capital

(Increase) / decrease in inventories

Increase in trade and other receivables

Increase / (decrease) in trade and other payables

Cash generated from operating activities

Taxes paid

Net cash generated from operating activities

Cash flows used in investing activities

Purchases of fixed assets

Sale of fixed assets

Net cash used in investing activities

Cash flows from financing activities

Net proceeds from share issues
Interest paid

Net increase in borrowings

Net cash from financing activities

Net increase 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

Net funds

Year ended
31 December
2017
£000

315

120

274
-
51

760

(1)

(338)

143

564

(5)

559

(431)

10
(51)

(189)

(230)

(102)

859

757

(280)

(359)

118

Year ended
31 December
2016
£000
352

105

198
-
37

692

(2)

(203)

495

(4)

491

(675)

120
(37)

422

505

321

538

859

878

(19)

859

(306)

(522)

Notes to the Consolidated Financial Statements
AT 31 DECEMBER 2017

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.

E) Changes in accounting policy
No new standards, amendments to standards, and interpretations
have been adopted in the 2017 financial statements.

Future standards, amendments to standards and interpretations
not early adopted in the 2017 financial statements include:

Effective for periods beginning on or after 1 January 2018:
IFRS 9 Financial Instruments

IFRS 15 Revenue from contracts with customers

Effective for periods beginning on or after 1 January 2019:
IFRS 16 Leases

The adoption of these standards 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.

A) Corporate information
Crimson Tide plc (the “Company”) is a public limited company
incorporated and domicile in the United Kingdom. The address
of the registered office is Oakhurst House, 77 Mount Ephraim,
Tunbridge Wells, Kent TN4 8BS. 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 2017 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.

Notes to the Consolidated Financial Statements
AT 31 DECEMBER 2017

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 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.

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 ten year useful life of the product. This takes into
account current contracts, renewal rates and ongoing
development. 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.

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.

Notes to the Consolidated Financial Statements CONTINUED
AT 31 DECEMBER 2017

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

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.

Notes to the Consolidated Financial Statements
AT 31 DECEMBER 2017

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

Switzerland

USA

Total

2017

£000

1,901

284

2,275

2016

£000

1,607

189

1,860

2017

£000

398

(32)

366

2016

£000

382

389

2017

£000

2,303

2016

£000

2,266

2,309

2,272

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
2017
£000

2,165

110

2,275

Year ended
31 December
2016
£000

1,764

1,860

Notes to the Consolidated Financial Statements CONTINUED
AT 31 DECEMBER 2017

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

Year ended

31 December
2017
£000

Year ended
31 December
2016
£000

120

274

105

198

The exceptional item of £44,000 (2016: £nil) represents one-off legal fees and accounting due
diligence costs incurred in preparation of an acquisition that was subsequently aborted by the Company.

3. Finance income and costs

Loan interest

Finance lease interest

Other interest costs

Interest receivable

Net finance costs

Year ended
31 December
2017
£000

Year ended
31 December
2016
£000

Notes to the Consolidated Financial Statements
AT 31 DECEMBER 2017

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
2017
£000

Year ended
31 December
2016
£000

648

103

768

532

659

Year ended
31 December
2017
£000

Year ended
31 December
2016
£000

343

40
1

396

372

47
25

456

Year ended
31 December
2017
No.

Year ended
31 December
2016
No.

Notes to the Consolidated Financial Statements CONTINUED
AT 31 DECEMBER 2017

5. Taxation
The tax charge for the period ending 31 December 2017 and 31 December 2016 reflects the availability of tax losses in the Group and
the utilisation of capital allowances.

Profit on ordinary activities before tax

Profit on ordinary activities by rate of tax

Effects of:

Expenses not deductible for taxation purposes

Excess capital allowances over depreciation

Utilisation of brought forward tax losses

Tax on profit on ordinary activities

Year ended
31 December
2017
£000

Year ended
31 December
2016
£000

315

(5)

(84)

352

(13)

(70)

Deferred tax asset
The Group has an unprovided deferred tax asset relating to carried forward taxable losses of approximately £400,000
(2016: £486,000).

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 basic earnings per share (pence)

Reported diluted 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 for basic EPS
Effect of options outstanding

Weighted average number of ordinary shares for diluted EPS

Year ended
31 December
2017

Year ended
31 December
2016

310

0.07

Year ended
31 December
2017
No.

453,486,234
52,055

453,538,289
11,282,258

464,820,457

348

0.08

Year ended
31 December
2016
No.

445,486,234
1,945,205

447,431,439
11,959,677

459,391,117

Notes to the Consolidated Financial Statements
AT 31 DECEMBER 2017

7. Intangible assets

Group

Cost

At 1 January 2016

Additions:

Mobile data applications development cost
Research and Development Grant

At 31 December 2016

Additions:

Mobile data applications development cost
Research and Development Grant

At 31 December 2017

Impairment and amortisation

At 1 January 2016

Charge for year

At 31 December 2016

Charge for year

At 31 December 2017

Carrying amount

At 31 December 2017

At 31 December 2016

At 1 January 2016

Group
development
expenditure
£000

Goodwill
£000

988

-
-

988

-
-

988

(190)

798

1,011

252
2

1,265

295
-

1,560

(436)

(105)

(541)

(120)

(661)

899

724

575

Total
£000

1,999

252
2

2,253

295
-

2,548

(626)

(105)

(731)

(120)

(851)

1,698

1,522

1,373

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

Crimson Tide
(IE) Ltd
(Healthcare)
£000

Crimson Tide
Mpro Ltd
(Mobile sols.)
£000

Callog
Ltd
(Telecoms)
£000

400

280

308

(190)

118

Total
£000

988

(190)

798

Cost

Less impairment

Carrying amount

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.

Notes to the Consolidated Financial Statements CONTINUED
AT 31 DECEMBER 2017

8. Equipment, fixtures and fittings

Group

Cost

At 1 January 2016

Additions
Disposals / revaluation

At 31 December 2016

Additions

Disposals / revaluation

At 31 December 2017

Depreciation

At 1 January 2016

Charge for year
Disposals / revaluation

At 31 December 2016

Charge for year

Disposals / revaluation

At 31 December 2017

Carrying amount

At 31 December 2017

At 31 December 2016

At 1 January 2016

Office and

computer

equipment

£000

46
(12)

125

(10)

129

(45)

(21)
12

(54)

(21)

(65)

PDA, tablet &
smartphone
equipment

£000

948

377

1,332

(235)

1,189

(472)

(176)

(9)

(657)

(250)

239

(668)

521

675

476

Fixtures and

fittings

£000

-
-

(17)

(1)
-

(18)

(4)

(22)

Total

£000

1,061

423
(5)

1,479

132

(245)

1,366

(534)

(198)
3

(729)

(275)

249

(755)

611

750

527

Included within the net book value of £611,000 is £486,000 (2016: £583,000) relating to PDA and smartphone equipment, computer
equipment and fixtures and fittings held under finance lease agreements. The depreciation charge to the financial statements in the
year in respect of such equipment amounted to £177,000 (2016: £126,000). There is no material difference between the value of the
minimum lease payments and their net present value.

Notes to the Consolidated Financial Statements
AT 31 DECEMBER 2017

9. Investments

Company

The Company is the holding company of the Group. The following table shows details of the Company’s subsidiary undertakings at
31 December 2017. 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

Company
Cost

At 31 December 2016

Additions

At 31 December 2017
Provisions

At 31 December 2016

Impairment

At 31 December 2017

Carrying amount

At 31 December 2017
At 31 December 2016

Country of incorporation or

Activity

registration and operation

Mobile data solutions

Non-trading

Mobile data solutions

Non-trading

England and Wales

Ireland

Victoria, Australia

Non-trading

England and Wales

Telecoms

England and Wales

Shares in subsidiary
undertakings
£000

Trade
investments
£000

5,297

1,929

3,368
3,368

386

-
-

Total
£000

5,683

2,315

3,368
3,368

Notes to the Consolidated Financial Statements CONTINUED
AT 31 DECEMBER 2017

10. Trade and other receivables

Group
Trade receivables

Other receivables

Prepayments and accrued income

As at
31 December
2017
£000
512

433

974

As at
31 December
2016
£000
300

307

636

As at 31 December 2017, trade receivables of £89,000 (2016: £136,000) 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 2016

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 2016

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 2017

Company

Amounts recoverable from Group undertakings

Other receivables

Prepayments and accrued income

As at
31 December
2017
£000

As at
31 December
2016
£000

251

300

431

512

£000

106

(3)

136

(31)

(16)

As at
31 December
2017
£000

As at
31 December
2016
£000

1,405

1,502

1,319

1,357

Notes to the Consolidated Financial Statements
AT 31 DECEMBER 2017

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 0.1p each

(2016: 711,950,842 shares of 0.1p each)

Issued, called up

Ordinary shares: 454,486,234 shares of 0.1p each

(2016: 453,486,234 shares of 0.1p each)

As at
31 December
2017
£000

As at
31 December
2016
£000

712

454

453

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.

At 31 December 2017 the following options were outstanding in respect of ordinary shares.

Date of Grant

Target
share
price

Exercise
Price

Expiry Date

Number
Issued

Expired/ Exercised
in 2016
cancelled

Exercised
in 2017

Number
outstanding
and
exercisable at
31 December
2017

Issued under EMI scheme

5 February 2007

5 November 2008

2.5p

1.5p

1.0p

5 February 2017 11,000,000

3,000,000 8,000,000

5 November 2018 7,000,000 3,000,000

5 May 2010

2.5p 1.25p

5 May 2020 17,500,000 4,500,000

Issued under an unapproved scheme

5 May 2010

2.5p

1.25p

5 May 2020

2,500,000

—

1,000,000

—

3,000,000

13,000,000

2,500,000

Notes to the Consolidated Financial Statements CONTINUED
AT 31 DECEMBER 2017

13. Reserves

Group

Balance as at 1 January 2016
Share options exercised
Profit for the year
Capital reconstruction
Translation movement

Balance as at 31 December 2016

Profit for the year

Share options exercised
Translation movement

Balance as at 31 December 2017

Company

Balance as at 1 January 2016

Loss for the year
Share options exercised
Capital reconstruction

Balance as at 31 December 2016

Loss for the year
Share options exercised

Balance as at 31 December 2017

Capital
redemption
reserve
£000

Share
premium
£000

Other
reserves
£000

Reverse
acquisition
reserve
£000

(5,244)
-
-
-
-

(5,244)

-
-

Retained
earnings
£000

(1,618)
-
348
8,029
-

6,759

310

-
-

(5,244)

7,069

421
-
-
-
1

422

-
(1)

421

premium

Other

reserves

£000

1,090

-
112
(1,090)

112

-
9

121

£000

337

-
-
-

337

-
-

337

Retained

earnings

£000

(4,070)

(28)
-
8,029

3,931

(42)
-

3,889

49
-
-
(49)
-

-
-

1,090
112
-
(1,090)
-

112

9
-

121

Capital

redemption

reserve

£000

-
-
(49)

-
-

As noted above, at the Company’s General Meeting on 26 January 2016 shareholders approved plans to undertake a capital
reconstruction. Following a court hearing on 24 February 2016 the court confirmed the reduction of capital of the Company.
The nominal value of each Ordinary Share in the Company reduced from one penny to 0.1 pence per share and the Company’s
Deferred Shares of 19 pence each, Share Premium Account and Capital Redemption Reserve were cancelled.

Notes to the Consolidated Financial Statements
AT 31 DECEMBER 2017

14. Creditors: Amounts falling due within one year

Group

Finance lease agreements

Secured loans

Bank overdraft

Trade creditors

PAYE and social security

VAT

Other creditors

Accruals and deferred income

Company

Trade creditors

Amounts owed to Group undertakings

Accruals

15. Creditors: Amounts falling due after more than one year

Group

Finance lease agreements
Secured 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

As at
31 December
2017
£000

As at
31 December
2016
£000

180

100

364

868

194

111

284

769

As at
31 December
2017
£000

As at
31 December
2016
£000

As at
31 December
2017
£000

284
75

359

As at

31 December
2017
£000

280

163

196

639

As at
31 December
2016
£000

363
159

522

As at

31 December
2016
£000

305

244

278

827

The secured loans in the Group are secured by fixed charges over specific PDA and smartphone equipment.

Notes to the Consolidated Financial Statements CONTINUED
AT 31 DECEMBER 2017

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
2017
£000

As at
31 December
2016
£000

258

322

17. Financial Instruments and Risk Management
The Group uses a limited number of financial instruments, comprising cash, short-term deposits, finance leases, 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)

Secured loans

Finance leases

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

As at
31 December
2017
£000

As at
31 December
2016
£000

757

174

465

878

270

557

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. Sensitivity analysis indicates none are likely to have a material impact on the profitability or net assets of the Group.

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 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.

Notes to the Consolidated Financial Statements
AT 31 DECEMBER 2017

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 2017 no one customer
owes more than 3% of total revenue. 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, 2017,
no one customer accounted for more than £1,134,000 (2016: £1,540,000) of future contracted revenue.

c) Liquidity risk

Prudent liquidity risk and capital management implies maintaining a strong focus on working capital management and 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, finance leases 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 and fixing interest rates where possible.

Fair value risk factors
The net fair values of intangible assets approximate to their carrying value as disclosed in Notes 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.

Company Statement of Financial Position
AT 31 DECEMBER 2017

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

2017
£000

3,368

1,502

1,532

4,900

454

121

337

3,889

4,801

4,900

2016
£000

3,368

1,357

140

1,497

4,865

453

112

337

3,931

4,833

4,865

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 £42,174 (2016 loss: £27,962).

The financial statements were approved by the Board of Directors on 6 June 2018 and are subject to the approval of the shareholders
at the Annual General Meeting on 29 June 2018 and signed on its behalf by:

B R J Whipp
Director

S K Goodwin
Director

Company registration number: 00113845

Companies Statement of Changes in Equity
AT 31 DECEMBER 2017

Company
Balance as at
1 January 2016

Loss for the year
Share options exercised
Capital reconstruction (*)

Balance as at
31 December 2016

Loss for the year

Share options exercised

Balance as at

31 December 2017

Share
Capital
£000

Capital
Redemption
Reserve
£000

Share
Premium
£000

Other
Reserves
£000

Retained
Earnings
£000

Total
£000

7,335

1,090

337

(4,070)

4,741

-
8
(6,890)

453

454

-
-
(49)

-
112
(1,090)

112

121

-
-
-

(28)
-
8,029

(28)
120
-

337

3,931

4,833

(42)

337

3,889

4,801

Company Statement of Cash Flows
FOR THE YEAR ENDED 31 DECEMBER 2017

Year ended
31 December

2017
£000

(42)

(145)

(120)

(110)

140

2016
£000

(28)

(5)

(22)

(55)

120

140

Cash flows from operating activities
Loss before taxation

Adjusted for:

Increase in trade and other receivables

Increase / (decrease) in trade and other payables

Interest paid

Net cash (used) / generated from 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

Net proceeds from share issues

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 Debt

Cash and cash equivalents

Bank overdraft

Other borrowing due within one year

Borrowings due after one year

Net funds

Officers and Professional Advisors

Board of Directors

B R J Whipp (Executive Chairman)
G B Ashley
S K Goodwin
T J T Hawkins
L A Jeffrey
R K Todd

Secretary

S K Goodwin

Registered office

Oakhurst House
77 Mount Ephraim
Tunbridge Wells
Kent TN4 8BS

Registered Number

00113845

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

Arden Partners plc
125 Old Broad Street
London
EC2N 1AR

DAC Beachcroft LLP
125 Broad Street
London
EC2N 1AR

Website

www.crimsontide.co.uk

Notice of Annual General Meeting

Notice is hereby given that the 2018 Annual General Meeting
of Crimson Tide plc will be convened at Oakhurst House,
77 Mount Ephraim, Tunbridge Wells, Kent TN4 8BS on 29 June
2018 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 2017

2 To re-appoint Messrs Shipleys LLP as Auditor and authorise the

Directors to fix their remuneration

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

4 To re-appoint G. B. Ashley as a Director of the Company

5 To re-appoint T. J. T. Hawkins as a Director of the Company

By order of the Board
Stephen Goodwin
Company Secretary
Registered Office
Oakhurst House
77 Mount Ephraim
Tunbridge Wells
Kent TN4 8BS
6 June 2018

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.

3 The Company, pursuant to Regulation 41 of the Uncertificated
Securities Regulations 2001, hereby specifies that only those
shareholders registered on the Register of Members of the
Company at 2.30 pm on 27 June 2018 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.

Form of Proxy

Crimson Tide plc
(“Crimson Tide” or “the Company”)
Annual General Meeting on 29 June 2018 at 2.30 pm

I/We (name in full)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

hereby appoint the Chairman of the Meeting or
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 29 June 2018 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’.

(delete as appropriate) as my/our proxy to

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

RESOLUTION
1 To approve accounts for year ended 31 December 2017
2 To re-appoint Shipleys LLP as auditors
3 To re-appoint R. K. Todd as a director
4 To re-appoint G. B. Ashley as director
5 To re-appoint T. J. T. Hawkins as a 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 27 June 2018 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

10.

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).
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.

11. 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.

Second fold

The Company Secretary
Crimson Tide plc
Oakhurst House
77 Mount Ephraim
Tunbridge Wells
TN4 8BS

Third fold

Please
Affix
Stamp
Here

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Crimson Tide plc

Registered in England No. 00113845

Our registered office:

Oakhurst House,
77 Mount Ephraim,
Tunbridge Wells,
Kent TN4 8BS

Telephone:
Fax:
General email address:

01892 542444
01892 510441
info@crimsontide.co.uk

Ireland office:

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

Telephone:
Fax:
General email address:

+353 (0) 1 4693728
+353 (0) 1 4693115
info@crimsontide.ie

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