Crimson Tide plc Annual Report 2020

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FY2020 Annual Report · Crimson Tide plc

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ANNUAL RepoRt & AccoUNts 2020

www.crimsontide.co.uk

What our customers say

‘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 2021, 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.

2020 Highlights

Financial Highlights
• Revenue increased by 21% to £3.542m

(2019: £2.921m)

• eBItDA increased by 22% to £946k

(2019: £775k)

• profit before tax increased by 51% to

£532k (2019: £352k)

• cash at year-end increased to

£1.175m (2019: £320k)

Operational Highlights
• secured additional long term, contracted

subscriber agreements with new and existing
clients

• contribution from partner programme

underpinning confidence in strategic direction

• Iot and machine automation capability gaining
traction and increasing pipeline of opportunities

• continued investment in people and
functionality to maximise opportunity

• completed migration to new eRp system

to enable scale

Barrie Whipp, Executive Chairman of Crimson Tide, commented:
“crimson tide has once again delivered a very good year of progress across all of our key
metrics and invested in more staff and innovation to continue to drive the business forward.
We have clear opportunities in terms of the mpro5 product, upsell to our existing clients and
expansion of the partner channel. Add to this international opportunities and enhancement
of our healthcare and Iot capabilities and we can clearly see that the company has
significant momentum to take us to the next level”.

Chairman’s Statement

Chief Executive’s Review

Financial Review

Board of Directors

Directors’ Report

Strategic Report

Corporate Governance Statement

Independent Auditor’s Report

Consolidated Statement of Profit and Loss and

CONTENTS

Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Consolidated Statement of Cash Flows

Notes to the Financial Statements

Company Statement of Financial Position

Company Statement of Changes in Equity

Company Statement of Cash Flows from Operating Activities

Officers and Professional Advisors

Notice of Annual General Meeting

Form of Proxy

chairman’s statement

Barrie R. J. Whipp
Founder & Chairman
3 June 2021

the investments that we have made over many years from our own resources resulted in a very pleasing year
for our company in 2020 in circumstances that none of us could have foreseen. the long term contracted
subscription revenues that we added, extended and enhanced gives us a very solid platform to become more
expansive in our ambitions, given the significant market opportunity we can clearly see.

the onset of the pandemic displayed our ability to seamlessly extend our already flexible working structure
and our cloud-based services were uninterrupted and more relevant than ever before. We expect our staff
to be agile and they displayed superbly their ability to react to circumstances that affected our clients.
We experienced very limited take up of an offer of payment holidays to our clients and also gained new ones
because of our positive response to challenges that all organisations faced and continue to face.

2020 saw our executive board really excel in their duties. We are busy across all areas of the business and our
internal systems and management information show that our client satisfaction is high, that we are innovating
to help our clients take their businesses to new levels of compliance, reporting and key performance metrics.

our partner channel has grown not only in number, but in attributable revenues and it is this strategy that will
enable us to grow domestically and internationally. We expanded our footprint in the Middle east, europe and
North America and whilst these markets contribute only a modicum of income, they are demonstrating real
demand for mpro5 and the benefits it can bring.

We continue to innovate in Iot (the internet of things) and have been working hard on pilots to demonstrate
the benefits of machine information to our clients. there is pent up demand for Iot and we feel that we are at
a key point, where the only delays are a result of clients needing to review their own strategies before
committing to this exciting technology. mpro5 is very well placed to take advantage of this technology.

Looking ahead, I see clear opportunities for crimson tide, particularly in Iot, healthcare and international
markets. our partner first marketing strategy showed its first significant benefits in 2020 and we are going to
be working hard to expand the channel.

With a committed team, clear market opportunity and with mpro5 being in the most advanced state ever, I am
extremely confident in our future. In a difficult year for many, our staff have been absolutely excellent and are
fundamental to our success. I thank every one of them for their sterling efforts. I would particularly like to thank
Robert todd, who resigned as a Non-executive Director to focus on his own business. Following the year end
we welcomed Jacqueline Daniell to the Board as a Non-executive Director and look forward to benefitting
from Jacqui’s excellent counsel in the future.

Following the year-end, in consultation with our advisers, we decided to embark on an exercise to structure
the business for further growth. We raised £5.66m after expenses via an oversubscribed placing agreement.
We were delighted that some of the city’s most respected investment houses and some supportive smaller
investors took the opportunity to participate.

the resultant funding will allow the company to pursue further growth with mpro5 as well as with our
healthcare version, mpro5rx and our micro-business offering, codename wrkrz.

We look forward to investing in the opportunities that are clear to us, and whilst there will be a short-term
impact on our results in terms of our investments and cost base, we are excited for the future of crimson tide.

chief executive’s Review

Luke Jeffrey
CEO
3 June 2021

I am delighted with the progress that the business has made during the course of the year. the unforeseeable
circumstances of the global pandemic have proven the resilience of crimson tide’s business model and
highlighted the strength of our focus on building long term, contracted subscriber revenue. Furthermore,
the shift away from office based working has increased the need for the kind of agile automation and
analytics tools on which mpro5 has built its reputation and we have seen engagement levels increase and
sales cycles shorten.

Results
Revenues increased by 21% to £3.54 million (FY19: £2.92 million), which is a reflection of new client wins as well
as expanding our reach within existing clients. the majority of our client base is enterprise grade and delivery
continued unabated through the pandemic. some of our smaller clients were affected and we were proud to
support them with payment holidays where appropriate. In total, customer churn of less than 5% was an
excellent performance and in line with the high standards that we set ourselves. our client contracts are
typically long term in nature and we have renewed a number over the course of the year which gives us further
strength in future visibility. eBItDA improved by 22% to £946k (FY19: £775k) despite the ongoing investments
being made, a reflection of our strong financial discipline. cash at the year end was particularly strong at
£1.17 million (FY19: £320k).

there is no doubt that recognition of mpro5 is growing within the marketplace and leading to ever greater
adoption. to date, marketing efforts have been centered around those business areas in which we have strong
reference clients, we aim to strengthen our marketing capabilities in the coming year. With our new partner first
model, we have had considerable success over the course of the year in the rail and retail sectors. In rail we are
increasingly being seen as a disruptor to outdated ways of working and we have been able to create and adapt
solutions which have transformed the way in which organisations operate. similarly, in the retail sector we
have been able to expand our offering within one of the UK’s leading supermarket chains whilst also securing a
five-year contract with one of Britain’s leading neighbourhood retailers.

our reach continues to broaden as mpro5’s reputation continues to grow along with the recognition that our
platform is truly industry agnostic. During the financial year we were pleased to welcome cadent, who handle
British Gas infrastructure management, student Roost, a student accommodation firm and capita, a multi
service group, as new clients.

Operational Developments
We have continued to invest across all aspects of our business as we strive to remain the most innovative,
configurable and agile digital transformation platform available. Investments made in prior years in Iot
capabilities are continuing and this year we have deployed more sensors than in any prior period, providing an
ever-greater number of data points which can be used to benefit our clients in a variety of ways. A multitude of
sensors supply temperature, humidity, motion and other data directly into mpro5. We have also introduced
new capabilities into our rules engine to allow for powerful job scheduling, and leveraged machine learning for
automated anomaly detection in real-time. We are already seeing a considerable uptake of our Iot offering, as
evidenced by the agreement signed with Incentive QAs for the purposes of Iot-driven cleaning compliance at
London's citypoint skyscraper.

Further technological improvements include enhancements made to the mpro5 web client, including the launch
of the customer portal which enables our clients’ customers to use mpro5. As well as providing another layer of
functionality for our clients and embedding us deeper within their organisation, it also helps to introduce our
technology to a wider audience. similarly, we have continued development of a solution specifically designed
for use in healthcare applications. mpro5 is already used for various healthcare scenarios and our reach has
broadened with a pilot project with the World Federation of Haemophilia which is currently in the process of
being rolled out. this award gives us further confidence that, with ongoing investment, we can make a real
difference in delivering greater patient outcomes. Internally, we completed our transition to a new eRp system
which will prove highly beneficial as we scale.

chief executive’s Review CONTINUED

the company has also invested in people, strengthening the technical teams to help deliver the ongoing
improvements already described, as well as strengthening marketing as we look to continue to grow our
partner programmes and take full advantage of the opportunity they represent. one of the most pleasing
aspects of the year has been the progress of our partnerships. We have a much greater understanding of how
we can work together with partners and the benefits that each party can bring, with their ability to introduce
our market leading solutions to enterprise level organisations significantly shortening the sales cycle. the
revenue contribution this year was pleasing and endorses our strategy, with the potential to add significant
scale in domestic and international markets.

Outlook
the current financial year has started in line with our expectations. We continue to see a healthy pipeline of
opportunities and we have a number of pilot projects underway which we hope to convert into ongoing
agreements. As more and more industries continue along the path of digital transformation and as mpro5
continues its focus on adding exceptional functionality we expect to add incremental long term, contracted,
subscriber revenues through both existing and new engagements, directly and increasingly through our
growing partner programme. We maintain great confidence in the future.

Financial Review

Financial indicator

Year ended
December 2020

Year ended
December 2019

Increase

Revenue

Gross profit

EBITDA

Profit before tax

Cash from Operations

£'000

3,542

2,865

946

532

1,387

£'000

2,921

2,546

775

352

358

21%

13%

22%

51%

287%

the financial results for 2020 reflect another year of strong
growth for crimson tide with solid performances across all of the
company’s financial KpI’s.

Revenue
the company’s focus on growing its partner channel contributed
to revenue growth of 21%. Annual recurring revenue (ARR) as
at 31 December 2020 was £3.06 million (2019: £2.36 million).
the total contract Value (tcV) at this date was £7.17 million
(2019: £6.1 million). Revenue churn remained low at 4.9% (2019:
7.5%). While the gross profit margin has reduced slightly, the
Board is confident that it will remain above its 80% target rate.

the interim results for 2020 included one-off hardware revenue
of approximately £170k that was recognised due to the
requirements of IFRs15. As part of growing its partner channel
strategy, the Board has decided that the company will no longer
offer hardware on long-term subscriptions. Iot sensors and other
hardware that interface with the mpro5 platform will be supplied
by specialist partners.

Cashflow and liquidity
cash at year-end increased by £855k to £1.17m (2019: £320k).
An R&D tax credit contributed £202k (2019: £nil) to this increase.
the company made use of HMRc’s VAt deferral option during
the first half of 2020. VAt of £138k was deferred and will be
repaid in instalments in terms of HMRc’s VAt deferral payment
scheme.

Trade receivables
trade receivables at year-end amounted to £452k (2019: £649k).
the company did not experience a noticeable increase in trade
receivables or bad debt related to the pandemic. the recognition
requirements of IFRs15 referred to above caused an increase of
£102k to accrued income at year-end.

Debt and finance costs
Loans and leases decreased to £288k (2019: £433k). this amount
includes lease liabilities amounting to £96k (2019: £152k) related
to right-of-use assets in respect of office rental capitalised in
terms of IFRs16.

Capitalisation of intangible asset
software development costs of £539k (2019: £385k) were
capitalised during the year, while amortisation during 2020
amounted to £216k (2019: £171k). the value of the capitalised
software intangible asset at year-end was £1.64m (2019: £1.32m).

Tax
An R&D tax credit of £202k (2019: £nil) has been recognised in
the consolidated statement of profit or Loss. No other
corporation tax charge has been included (2019: £nil) due to the
availability of historic tax losses.

Earnings per share
the average number of ordinary shares in issue during the year
was 457.5m (2019 457.5m). Basic and diluted earnings per share
was 0.16p (2019: 0.08p).

Post year-end event
Following year-end the company issued 200,000,000 new
ordinary shares at a price of £0.03 per share. Net proceeds after
expenses was £5,660,780.

Board of Directors

Barrie Reginald John Whipp (60)

Tobias ‘Toby’ James Turness Hawkins (40)

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 as

for the opentext corporation. previously he was commercial

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

s.A. and UDs Group plc, Barrie joined tiphook plc where he

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

founded the financial services arm in 1986. He became Group

growth 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 (74)

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

of private companies.

Luke Anthony Jeffrey (38)

Chief Executive Officer and Technical Director
Luke joined crimson tide from university in July 2005 having

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

corporate finance and was a founding Director and shareholder

of stockbrokers Greig Middleton Holdings Limited. Graham has

advised on acquisitions and disposals and fund-raisings across

a wide range of sectors and industries. Graham became a

achieved a Masters in Advanced computing science and has

Non- executive Director of crimson tide Limited in April 2004.

been regularly promoted since. He has made an invaluable

Graham was appointed as a Director of A. cohen & co. plc on

contribution to the development of our mobility solutions and

20 october 2004 and was chairman from February 2005 until

been fully involved in many other software developments

the reverse acquisition of crimson tide Limited in August 2006.

delivered to customers. Luke joined the Board in July 2012 as

Graham is chairman of the Audit committee.

technical Director responsible for the continuing evolution

and implementation of our software products and services.

In December 2016, Luke was promoted to Deputy chief executive

and became chief executive officer in March 2018 responsible

Pieter Maree Hurter (44) (South African)
Finance Director and Company Secretary
pieter was appointed a Director of the company in July 2019

for the day to day management of the Group.

having previously been the Group’s financial controller.

Stephen Keith Goodwin (62)

He qualified as a chartered Accountant with Deloitte in 2003

before joining eY as a manager. He subsequently joined Moore

Non-Executive Director
steve served as crimson tide’s chief executive from April 2004

stephens as a director. peter has wide ranging experience

working with businesses from start-ups to listed entities.

to August 2013 and subsequently as the Group’s Finance

Director. He stepped down as an executive Director in July 2019.

Jacqueline Daniell (59)

steve is a certified Accountant with 30 years’ experience at

Board level. After training as an accountant working for shell

(Non-Executive Director)
Jacqueline was appointed as a non-executive director of

International, he joined tiphook plc in 1988 where he became

crimson tide in January 2021. she has over 16 years’ experience

Group Financial controller and later Finance Director of the trailer

as founder, director and ceo of education businesses that use

division. In 1994 steve was appointed Managing Director of the

digital technology to drive positive change for young learners

rail division and in 1996 led the management team in a £30m

and the wider education sector. Jacqueline’s previous

management buyout. the business was sold two years later

background in marketing has demonstrated how she has

to Ge capital where he stayed on as Managing Director of Ge’s

developed excellent relationships with key clients, stakeholders,

european rail business and gained further experience in

government, and corporate institutions. she also has a track

negotiating and integrating acquisitions.

record of an ability to analyse trends, data, demographics, pricing

models, and other strategies for improvement. Jacqueline’s early

career centred on securing investment in regeneration and

infrastructure projects to support public sector visions for strong

local economies and good quality of life, winning the award for

Global Action 2000.

Directors’ Report

the Directors present their report and the audited financial statements of the Group for the year ended 31 December 2020.

Principal Activities and Review of the Business
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 and the company’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 2020 was £3,542,069 (2019: £2,921,483) and the total profit before tax was £532,331
(2019: £352,100). the directors do not recommend payment of a final dividend.

Directors
the following directors held office during the year:

BRJ Whipp
GB Ashley
sK Goodwin
LA Jeffrey
tJt Hawkins
RK todd (resigned 5 May 2020)
pM Hurter
JK Daniell (appointed 28 January 2021)

Directors’ interest in shares
Directors’ interests in the share capital of the company, including family and pension scheme interests, were as follows:

Director
BRJ Whipp
sK Goodwin*
GB Ashley
RK todd**
LA Jeffrey

2020

82,820,132
30,611,484
18,354,718
8,450,000
2,000,000

Ordinary shares of £0.1p

2019

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

* Mr. Goodwin also had an interest as a trustee in 9,150,000 ordinary shares of 0.1p each as at 31 December 2020 and 31 December 2019.
** 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
sK Goodwin
LA Jeffrey
tH Hawkins
pM Hurter

2020

-
7,500,000
4,600,000
4,600,000

Number of share options

2019

2,500,000
1,000,000
-
-

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:

Fees and
salaries
£

12,000
-
12,000

Benefits
£

Pension
£

-
-
-

-
131,354
133,965
114,060
-
118,400
87,500
-
475,314 133,965

-
-
-

45,729
3,000
3,000
2,550
54,279

Non-executive
G B Ashley
R K todd
s K Goodwin

Executive
B R J Whipp
t J t Hawkins
L A Jeffrey
p M Hurter
total

Number of Share Options

2020
-

2019
2,500,000

Total
2020
£

12,000
-
12,000

177,083
251,025
121,400
90,050
663,558

total
2019
£

15,000
-
18,000

194,998
159,604
113,334
38,793
539,729

Mr todd resigned as Director on 5 May 2020.

Significant shareholdings
As at 31 December 2020 the shareholders’ register showed that the following shareholders had interests in 3% or more of the share
capital of the company:

Shareholder

Barrie Reginald John Whipp
stephen Keith Goodwin
Graham Basil Ashley (Non exec)
Helium special situations Fund
J W F Roth
Lion trust Investment partners LLp
s J M Morris

No.

82,820,132
30,611,484
18,354,718
33,025,106
26,131,159
22,942,885
21,707,817

18.10%
6.69%
4.01%
7.22%
5.71%
5.01%
4.75%

Financial Risk Management
the company’s exposure to financial risk is set out in note 20 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
31 days (2019: 39 days). the company is a holding company
and has no significant trade creditors.

Health, Safety and the Environment
the company operates responsibly with regard to its shareholders,
employees, other stakeholders, the environment and the wider
community. the company is committed to the wellbeing 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 arms-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 financial
statements for each financial year. Under that law the directors
have elected to prepare the financial statements in accordance
with International Financial Reporting standards ("IFRss") as
adopted by the european Union. Under company law the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
company and of the profit or loss of the company 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;

Adequacy of information supplied to 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.

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

signed by order of the board

• state whether they have been prepared in accordance with IFRss

as adopted by the european Union, subject to any material
departures disclosed and explained in the financial statements;
and

Peter Hurter
Company Secretary
3 June 2021

• prepare the financial statement on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.

the Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company and 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.

Strategic Report
FOR THE YEAR ENDED 31 DECEMBER 2020

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.

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
Founder & Chairman
3 June 2021

• 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 2020 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, chief executive’s Review and Financial
Review on pages 2, 3 and 4 respectively.

At 31 December 2020 crimson tide had a total of 34 directors
and employees analysed as follows:

Directors
senior Managers
other employees

Male
6
2
22

Female
0
1
3

Corporate Governance Statement

the Board is committed to sound corporate Governance and
have adopted the Quoted companies Alliance (QcA) corporate
Governance code in line with the London stock exchange’s
changes to the AIM Rules requiring all AIM-listed companies to
adopt and comply with a recognised corporate governance code.

Compliance
the Board is aware of the need to protect the interests of all
shareholders. It seeks to balance the interests of small shareholders
with those of more substantial shareholders. the Board comprises
Directors with substantial holdings and small holdings.

the company believes the code is essential to foster business
integrity and shareholders’ trust in the Board. High standards of
corporate Governance are a key priority of the Board and details
of how the company addresses key governance issues are set
out here by reference to the 10 principles of corporate
Governance developed by the Quoted companies Alliance.

1. ESTABLISH A STRATEGY AND BUSINESS MODEL
the board should express a shared view of the company’s vision
and strategy, including detail of:

• what the company is working to achieve;

• the period in which its objectives are to be achieved; and

• what is required to achieve these objectives.

this view should be well communicated, both internally and
externally.

Compliance
crimson tide’s vision is to invest in and develop mpro5 to
deliver long term, sustainable growth in revenues, profits and
shareholder value. the company places particular focus on
the quality of mpro5, its relationships with clients, staff and
stakeholders. the Directors believe that mpro5 can improve
operations and efficiency for a broad range of organisations,
particularly in logistics, facilities management and healthcare.

the company seeks to grow its revenues consistently, taking
advantage of the high margin it achieves. the company has a
three-year business plan reflecting expansion including in its
home territory and overseas.

crimson tide has sufficient resources to grow the business
further. the retention of existing staff is an area of high focus and
recruitment of further employees will occur as the company grows.

2. MEETING THE NEEDS AND OBJECTIVES OF OUR
SHAREHOLDERS
Directors should develop a good understanding of the needs and
expectations of the company’s shareholders, as well as the
motivations behind shareholder voting decisions. No board ever
wants to find itself in a position where it is voted down by
shareholders. Accordingly, it is in the interests of the company to
understand the view of shareholders before a potentially
controversial or unusual proposal is put to them. companies with
a dominant shareholder must be particularly aware of the need
to hear the voices of and protect the interests of minority
shareholders and must therefore consider whether it is necessary
to put in place contractual arrangements such as a relationship
agreement.

the Board consists of the chairman, three executive directors
and two non-executive directors. Board meetings are held at
least four times a year.

crimson tide plc publishes all relevant material, according to
QcA definitions, on its website. this includes annual reports and
shareholder circulars.

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.

3. TAKING INTO ACCOUNT WIDER STAKEHOLDER AND
SOCIAL RESPONSIBILITIES
the board should understand the views of the company's other
key stakeholders and describe in the annual report how their
interest and the matters set out in section 172 of the companies
Act 2006 have been considered in board discussions and
decision-making. Good governance includes the board
considering the company’s impact on society, the community
and the environment. every company should consider its
corporate social responsibilities (csR). Any csR policy should
include narrative on social and environmental issues and should
show how these are integrated into the company’s strategy.
Integrating csR into strategy will help create long term value and
reduce risk to shareholders and other stakeholders.

Compliance
the Directors are aware of the impact the business activities have
on the communities in which the Group's businesses operate.
the company does not discriminate based upon race, religion,
age or gender.

the Group's responsibilities to stakeholders including staff,
suppliers and customers and wider society are also recognised.
the company is a respected employer and member of the
community.

the environmental impact of the Group's activities is carefully
considered, and the maintenance of high environmental
standards applied. the company operates a low paper strategy,
recycles where possible and aims to be carbon neutral.

4. EMBED EFFECTIVE RISK MANAGEMENT, CONSIDERING
BOTH OPPORTUNITIES AND THREATS
the board is responsible for putting in place and communicating
a sound system to manage risk and implement internal control.
the management of risk is an essential business practice. Boards
are expected to balance risk and return, threat and opportunity.
setting strategy includes determining the extent of exposure to
the critical risks the company is willing and able to bear.

Compliance
the Board has established Audit and Remuneration committees,
full details of which are contained in the corporate Governance
section. Given the current size of the company and the Board,
the Board do not consider it necessary yet to create either a
Nominations committee or a Legal Matters committee with
relevant matters either dealt with by the Board or delegated
accordingly.

the annual budget setting process examines all areas of the
company’s operations both operationally and financially.

crimson tide plc receives regular feedback from its external
auditors on the state of its internal controls.

the Board regularly reviews potential risks at Board Meetings and
the executive Directors regularly monitor KpIs.

5. MAINTAIN THE BOARD AS A WELL-FUNCTIONING,
BALANCED TEAM LED BY THE CHAIR
the board should not be dominated by one person or a group of
people. the board must not be so large as to prevent efficient
operation but must not be too small to be ineffective. the board
should be balanced between executive and non-executive
directors and should have at least two independent nonexecutive
directors.

Compliance
the Board is comprised of the chairman, three executive
Directors and two non-executive Directors.

Whilst the company is guided by the provisions of the combined
code in respect of the independence of directors, it gives regard
to the overall effectiveness and independence of the contribution
made by directors to the board in considering their
independence and does not consider a directors' period of
service in isolation to determine their independence.

crimson tide plc has appointed two non-executive directors who
provide an independent view of the company's activities. Mr
stephen Goodwin and Mr Graham Ashley are Non-executive
Directors. By their length of tenure, neither Mr Goodwin nor
Mr Ashley fulfil the technical definition of “Independent” as they
have served as directors for longer than the prescribed nine
years. the Board unanimously supports the retention of
Mr Goodwin and Mr Ashley given their experience and wise
counsel. Both Mr Goodwin and Mr Ashley are shareholders in
the company.

In exceptional cases a non-executive may also be appointed to
represent the interests of a major shareholder where the board is
satisfied that he or she has the requisite experience and is fully
aware of his or her fiduciary duty to act in the wider interests of
shareholders as a whole.

the Board do not consider that the company currently has a
dominant shareholder where special contractual arrangements
would be necessary to protect the interests of minority
shareholders.

Appointments continue subject to re-election by shareholders at
the Annual General Meeting. Non-executive directors must stand
for election at the first Annual General Meeting after
appointment and then every third anniversary, for nine years.
After nine years’ service, each independent director must be re-
elected every year. If not re-elected, the appointment is
terminated automatically with immediate effect. If appointment is
terminated for any reason, there is no entitlement to redundancy
or compensation for unfair dismissal.

6. ENSURING THAT BETWEEN THEM THE DIRECTORS
HAVE THE NECESSARY UP TO DATE EXPERIENCE, SKILLS
AND CAPABILITIES
the board must have an appropriate balance of functional and
sector skills and experience. the board should be supported by
committees (audit, remuneration, nomination and others) that
have the necessary character, skills and knowledge to discharge
their duties and responsibilities effectively.

Compliance
Directors who have been appointed to crimson tide plc have
been chosen because of the skills and experience they offer.
Full biographical details of the Directors are included within the
website.

As noted above, crimson tide plc has put in place Audit and
Remuneration committees.

Formal terms of reference have been agreed for all Board
committees and can be found on the company’s website.

7. EVALUATE BOARD PERFORMANCE BASED ON CLEAR
AND RELEVANT OBJECTIVES, SEEKING CONTINUOUS
IMPROVEMENT
the board should periodically review its performance, as well as
the performance of its board committees and the performance of
individual board members. performance appraisal may include
external review and may also identify development needs.

the board should ensure that it possesses the skills and
experience to meet present and future business needs. Ineffective
directors (whether executive or non-executive) must be identified,
supported to become effective and, if that is not possible,
replaced. Review, development and mentoring of directors and
the wider management team are very important.

Corporate Governance Statement

It is healthy for membership of the board to be periodically
refreshed, regardless of performance issues.

succession planning is a vital task for boards. No member of the
board should become indispensable. How well succession is
managed (particularly of the chairman and the chief executive)
represents a key measure of the effectiveness of a board.

Compliance
crimson tide plc undertakes regular monitoring of personal and
corporate performance using agreed key performance indicators
and detailed financial reports. Responsibility for assessing and
monitoring the performance of the executive directors lies with
the independent non-executive directors.

Key performance indicators (KpIs) include, Underlying pre tax
profit, cash generation, return on investment and earnings per
share. Agreed personal objectives and targets including financial
and non-financial metrics are set each year for the executive
directors and performance measured against these metrics.

New executive and non-executive directors, taking into account
succession planning, are appointed when deemed appropriate by
the Board.

crimson tide has a chairman and ceo. During 2018 the ceo
was promoted to the role and took over responsibility for
managing and executing the Board’s plan and is in charge of all
day to day management of the business, supported by a
management team. the chairman retains responsibility for
product vision, corporate finance and city matters in line with his
experience. As the ceo has only recently been appointed and is
in his thirties, further succession planning has not been
undertaken at this time.

8. PROMOTE A CORPORATE CULTURE THAT IS BASED ON
ETHICAL VALUES AND BEHAVIOURS
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.

9. MAINTAIN GOVERNANCE STRUCTURES AND
PROCESSES THAT ARE FIT FOR PURPOSE AND SUPPORT
GOOD DECISION-MAKING BY THE BOARD
crimson tide plc should determine governance structures and
processes appropriate to it, based on:

• corporate culture;

• size;

• the capacity and appetite for risk and the tolerances of the

company;

• business complexity

there should be a clear statement as to how the company
intends to fulfil its objectives. the company’s governance
structures should evolve in parallel with the company’s strategy
and business.

Compliance
Details of the company's corporate governance arrangements
are provided on this page and in the corporate Governance
section of this website.

10. COMMUNICATE HOW THE COMPANY IS GOVERNED
AND IS PERFORMING BY MAINTAINING A DIALOGUE WITH
SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS
A healthy dialogue should exist between the board and all of its
shareholders to enable shareholders to come to informed
decisions about the company.

Appropriate communication and reporting structures should exist
between the board and all constituent parts of its shareholder
body.

this will assist:

• the communication of shareholders’ views to the board; and

• shareholders’ understanding of the unique circumstances and

constraints faced by that company.

Compliance
the Board attaches great importance to providing shareholders
with clear and transparent information on the Group's activities,
strategy and financial position. Details of all shareholder
communications are provided on the company’s website.

the Board holds regular meetings with larger shareholders and
regards the annual general meeting as a good opportunity to
communicate directly with shareholders via an open question
and answer session.

crimson tide plc lists contact details on its website and on all
announcements released via RNs, should shareholders wish to
communicate with the Board.

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

CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. our
evaluation of the directors assessment of the entity’s ability to
continue to adopt the going concern basis of accounting included

• We reviewed the Directors’ assessment of the risks and impacts
of coVID-19 on the business. We compared this assessment to
our own understanding of the risks, and the nature of the
company’s operations and customer base.

• We then conducted a review of going concern in which

included reviewing forecasts and current trading performance.
the work undertaken considered a period of at least twelve
months from the date of approving these financial statements.

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

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

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 2020 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 2020 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 Auditor’s Responsibilities for the audit of the group 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

OUR APPROACH TO THE AUDIT
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.

Key audit matter

How the scope of our audit responded to the risk

Management override of controls

Journals can be posted that significantly alter the
Financial statements.

We tested the appropriateness of journal entries recorded in the general ledger and
other adjustments made in the preparation of the financial statements.

In addition, we reviewed accounting estimates for biases that could result in material
misstatement due to fraud.

We obtained an understanding of the business rationale of significant transactions that
we became aware of that were outside of the normal course of business for the group,
or that otherwise appeared to be unusual given our understanding of the entity and its
environment.

We considered the group’s immediately available assets, as well as the level of any
available committed facilities.

We considered the impact of the coronavirus on the company’s operations and whether
the relevant disclosures have been included in 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.

Fraud in Revenue Recognition

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

We reconciled the group records and contracts and ensured that no trading activity
went through the plc.

Risk that intercompany amounts may be misstated

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

Risk that the group is not up to date with AIM
compliance requirements

there is the risk of censure and fines due to non-
compliance.

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.

We confirmed intercompany balances through an inspection of accounting records of
the other group companies. Where the subsidiary shoed a deficit on the balance sheet,
we considered the need to provide against the investment.

We performed the following work:

- Discussed with management the controls in place to ensure that the group is up to

date with requirements

- Reviewed media announcements to ensure there were no breaches of AIM

compliance

We performed a disclosure checklist to ensure that the financial statements are AIM
compliant.

Risk of material overstatement of investments

there is a risk of impairment in investments.

We performed the following work:

- Discussed with management the carrying value of investments with management in

order to see if there is any indication of impairment

- Inspected draft accounts of subsidiaries nothing both net asset position and underlying

performance of the companies.

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 £86,529 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 other information comprises the information included in the
annual report other than the financial statements and our
auditor’s report thereon. the directors are responsible for the
other information contained within the annual report. our opinion
on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon.
our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or
apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other
information, we are required to report that fact.

We have nothing to report in this regard.

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 strategic Report and the Directors
Report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and

• the strategic Report and the Directors Report have been

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
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 10 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 an
auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with IsAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements. Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.

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

USE OF OUR REPORT

this report is made solely to the company’s members, as a body,
in accordance with chapter 3 of part 16 of the companies Act
2006. our audit work has been undertaken so that we might state
to the company’s members those matters we are required to
state to them in 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.

Joseph Kinton (senior statutory Auditor)
For and on behalf of shipleys LLp
chartered Accountants & statutory Auditor
10 orange street
Haymarket
London
Wc2H 7DQ

3 June 2021

the extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:

• We obtained an understanding of the legal and regulatory

frameworks that are applicable to the Group and determined
the most significant are those that relate to the reporting
framework ((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)) and the relevant tax
compliance regulations in which the Group operates.

• We understood how the Group is complying with those

frameworks by making enquiries on the management and
those responsible for legal and compliance procedures.
We corroborated our enquiries through our review of board
minutes and any correspondence received from regulatory
bodies.

• We assessed the susceptibility of the Group’s financial

statements to material misstatement, including how fraud might
occur by enquiring with management during the planning,
fieldwork and completion phase of our audit. We considered
the controls that the Group has established to address risks
identified, or that otherwise prevent, deter and detect fraud and
how management monitors those controls. Where the risk was
considered to be higher, we performed audit procedures to
address each identified fraud risk including revenue recognition.
these procedures included testing manual journals and were
designed to provide reasonable assurance that the financial
statements were free from fraud or error.

• Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations.
our procedures involved journal entry testing, with a focus
on manual journals and journals indicating large or unusual
transactions based on our understanding of the business;
enquiries of the management and focus testing.

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.

Consolidated Statement of Profit or Loss and
Comprehensive Income
FOR THE YEAR ENDED 31 DECEMBER 2020

Note

Revenue

cost of sales

Gross Profit

other income

Administrative expenses

Finance costs

Profit before income tax expense

Income tax expense

Profit after income tax

Earnings per share

Basic

Diluted

Consolidated Statement of Comprehensive Income

profit for the year

Items that may be classified subsequently to profit and loss

exchange differences on translating foreign operations

Total comprehensive income for the year

2020

£000

3,542

(677)

2,865

(2,309)

(29)

532

202

734

0.16

734

738

2019

£000

2,921

(375)

2,546

135

(2,285)

(44)

352

0.08

352

(3)

349

Consolidated Statement of Financial Position
FOR THE YEAR ENDED 31 DECEMBER 2020

Assets

Non-current assets

Intangible assets

property, plant and equipment

Right-of-use asset

Deferred tax asset

Total non-current assets

Current assets
Inventories

trade and other receivables

cash and cash equivalents

Total current assets

Total assets

Liabilities

Current liabilities
trade and other payables

Borrowings

Lease liabilities

Total current liabilities

Non-current liabilities
Borrowings

Lease liabilities

Total non-current liabilities

Total liabilities

Net assets

Equity
Issued capital

share premium

other reserves

Reverse acquisition reserve

Retained profits

Total equity

Note

2020

£000

2,441

235

32
2,800

1,221

1,175

2,402

5,202

907

181

1,096

1,195

4,007

457

148

479

(5,244)

8,167

4,007

2019

£000

2,118

325

149

32
2,624

1,220
320

1,552

4,176

474

228

733

165

174

907

3,269

457

148

475

(5,244)

7,433

3,269

the financial statements were approved by the board of directors on 3 June 2021 and signed on its behalf by:

BRJ Whipp

Director

company Registration Number 00113845

LA Jeffrey

Director

Consolidated Statement of Changes in Equity
AT 31 DECEMBER 2020

Consolidated

Balance at 1 January 2019

profit after income tax expense for the year
translation movement
share options exercised

Issued
capital
£000

Share
premium
£000

Other
Reserves
£000

457

148

478

-
(3)

Reserves

£000

(5,244)

Retained
earnings
£000

7,081

352

Total
equity
£000

2,920

352
(3)

Balance at 31 December 2019

457

148

475

(5,244)

7,433

3,269

profit after income tax expense for the year
translation movement

-
-

-
4

-
-

734
-

734
4

Balance at 31 December 2020

457

148

479

(5,244)

8,167

4,007

Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 31 DECEMBER 2020

Note

profit before taxation
Adjustments for:

Amortisation of intangibles
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Unrealised currency translation gains
Interest paid

Operating cash flows before movements in working capital
Decrease/(increase) in inventories
(Increase)/decrease in trade and other receivables
Decrease in trade and other payables

Cash generated by operations
Income taxes received
Interest paid in cash

Net cash from operating activities

Cash flows from investing activities
purchases of property, plant and equipment
Development expenditure capitalised

Net cash used in investing activities

Cash flows from financing activities
Net proceeds from share issues
Repayments of borrowings
Repayments of lease liability

Net cash used in financing activities

Net decrease in cash and cash equivalents
cash and cash equivalents at the beginning of the financial year

cash and cash equivalents at the end of the financial year

2020

£000

532

216
111
57
4
29

949
6
(1)
433

1,387
202
(27)

1,562

(21)
(539)

(560)

-
(21)
(126)

(147)

855
320

1,175

2019

£000

352

171
148
58
(3)
44

770
3
(317)
(98)

358
-
(34)

324

(72)
(385)

(457)

-
(34)
(126)

(160)

(293)
613

320

Notes to the Financial Statements
AT 31 DECEMBER 2020

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).

1. Significant accounting policies

the principal accounting policies adopted in the preparation of
the financial statements are set out below. these policies have
been consistently applied to all the years presented, unless
otherwise stated.

Basis of preparation
these general purpose financial statements have been prepared
in accordance with International Financial Reporting standards
('IFRs'), as appropriate for for-profit oriented entities.

Historical cost convention

the financial statements have been prepared under the historical
cost convention, except for, where applicable, the revaluation of
financial assets and liabilities at fair value through profit or loss,
financial assets at fair value through other comprehensive
income, investment properties, certain classes of property, plant
and equipment.

Critical accounting estimates

the preparation of the financial statements requires the use of
certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the
company's accounting policies. the areas involving a higher
degree of judgement or complexity, or areas where assumptions
and estimates are significant to the financial statements, are
disclosed in note 2.

Foreign currency translation
the financial statements are presented in UK sterling, which is
crimson tide mpro Limited's functional and presentation
currency.

Foreign currency transactions

Foreign currency transactions are translated into UK sterling
using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from
at the settlement of such transactions and from the translation
financial year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in
profit or loss.

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the
consideration to which the consolidated entity is expected to be

entitled in exchange for mobility solutions and related software to
a customer. For each contract with a customer, the consolidated
entity: identifies the contract with a customer; identifies the
performance obligations in the contract; determines the
transaction price which takes into account the time value of
money; allocates the transaction price to the separate
performance obligations on the basis of the relative stand-alone
selling price of each distinct good or service to be delivered;
and recognises revenue when or as each performance obligation
is satisfied in a manner that depicts the transfer to the customer
of the goods or services promised. Revenue from a contract to
provide services is recognised over time as the services are
rendered based on either a fixed price or an hourly rate.

Licence fee income

Revenue from licence fee income is charged on group companies
for the provision of mobile data solutions and related software.

Interest

Interest revenue is recognised as interest accrues using the
effective interest method. this is a method of calculating the
amortised cost of a financial asset and allocating the interest
income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to the net
carrying amount of the financial asset.

Other revenue

other revenue is recognised when it is received or when the right
to receive payment is established.

Income tax
the income tax expense or benefit for the period is the tax
payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in
deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for
prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary
differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax
rates that are enacted or substantively enacted, except for:

● When the deferred income tax asset or liability arises from the

initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the
time of the transaction, affects neither the accounting nor
taxable profits; or

● When the taxable temporary difference is associated with

interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that
the temporary difference will not reverse in the foreseeable
future.

Notes to the Financial Statements
AT 31 DECEMBER 2020

Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary
differences and losses.

the carrying amount of recognised and unrecognised deferred
tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer
probable that future taxable profits will be available for the
carrying amount to be recovered. previously unrecognised
deferred tax assets are recognised to the extent that it is
probable that there are future taxable profits available to recover
the asset.

Deferred tax assets and liabilities are offset only where there is a
legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax
liabilities; and they relate to the same taxable authority on either
the same taxable entity or different taxable entities which intend
to settle simultaneously.

Current and non-current classification
Assets and liabilities are presented in the statement of financial
position based on current and non-current classification.

An asset is classified as current when: it is either expected to be
realised or intended to be sold or consumed in the company's
normal operating cycle; it is held primarily for the purpose of
trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless
restricted from being exchanged or used to settle a liability for at
least 12 months after the reporting period. All other assets are
classified as non-current.

A liability is classified as current when: it is either expected to be
settled in the company's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within
12 months after the reporting period; or there is no unconditional
right to defer the settlement of the liability for at least 12 months
after the reporting period. All other liabilities are classified as
non-current.

Deferred tax assets and liabilities are always classified as non-
current.

Cash and cash equivalents
cash and cash equivalents includes cash on hand, deposits held
at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that
are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value. For the
statement of cash flows presentation purposes, cash and cash
equivalents also includes bank overdrafts, which are shown within
borrowings in current liabilities on the statement of financial
position.

Trade and other receivables
trade receivables are initially recognised at fair value and
subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses.
trade receivables are generally due for settlement within 30 days.

the company has applied the simplified approach to measuring
expected credit losses, which uses a lifetime expected loss
allowance. to measure the expected credit losses, trade
receivables have been grouped based on days overdue.

other receivables are recognised at amortised cost, less any
allowance for expected credit losses.

Investments and other financial assets
Investments and other financial assets, other than investments in
associates, are initially measured at fair value. transaction costs
are included as part of the initial measurement, except for
financial assets at fair value through profit or loss. such assets are
subsequently measured at either amortised cost or fair value
depending on their classification. classification is determined
based on both the business model within which such assets are
held and the contractual cash flow characteristics of the financial
asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash
flows have expired or have been transferred and the company
has transferred substantially all the risks and rewards of
ownership. When there is no reasonable expectation of
recovering part or all of a financial asset, its carrying value is
written off.

Financial assets at fair value through profit or loss

Financial assets not measured at amortised cost or at fair value
through other comprehensive income are classified as financial
assets at fair value through profit or loss. typically, such financial
assets will be either: (i) held for trading, where they are acquired
for the purpose of selling in the short-term with an intention of
making a profit, or (ii) designated as such upon initial recognition
where permitted. Fair value movements are recognised in profit
or loss.

Financial assets at fair value through other comprehensive
income

Financial assets at fair value through other comprehensive
income include equity investments which the company intends to
hold for the foreseeable future and has irrevocably elected to
classify them as such upon initial recognition.

Impairment of financial assets

the company recognises a loss allowance for expected credit
losses on financial assets which are either measured at amortised
cost or fair value through other comprehensive income. the
measurement of the loss allowance depends upon the company's

Notes to the Financial Statements
AT 31 DECEMBER 2020

assessment at the end of each reporting period as to whether
the financial instrument's credit risk has increased significantly
since initial recognition, based on reasonable and supportable
information that is available, without undue cost or effort
to obtain.

Property, plant and equipment
plant and equipment is stated at historical cost less accumulated
depreciation and impairment. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the
net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:

office and computer equipment

5 years

pDA and smartphone equipment

3 years

Fixtures and fittings

4 years

the residual values, useful lives and depreciation methods are
reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment is derecognised upon
disposal or when there is no future economic benefit to the
company. Gains and losses between the carrying amount and
the disposal proceeds are taken to profit or loss. Any revaluation
surplus reserve relating to the item disposed of is transferred
directly to retained profits.

Right-of-use assets
A right-of-use asset is recognised at the commencement date of
a lease. the right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, das
applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any
initial direct costs incurred, and, except where included in the cost
of inventories, an estimate of costs expected to be incurred for
dismantling and removing the underlying asset, and restoring the
site or asset.

Right-of-use assets are depreciated on a straight-line basis over
the unexpired period of the lease or the estimated useful life of
the asset, whichever is the shorter. Where the company expects
to obtain ownership of the leased asset at the end of the lease
term, the depreciation is over its estimated useful life. Right-of
use assets are subject to impairment or adjusted for any
remeasurement of lease liabilities.

the company has elected not to recognise a right-of-use asset
and corresponding lease liability for short-term leases with terms
of 12 months or less and leases of low-value assets. Lease
payments on these assets are expensed to profit or loss as
incurred.

IFRS 16 Leases

the company has adopted IFRs 16 from 1 January 2019. the
standard replaces IAs 17 'Leases' and for lessees eliminates the
classifications of operating leases and finance leases. except for
short-term leases and leases of low-value assets, right-of-use
assets and corresponding lease liabilities are recognised in the
statement of financial position. straight-line operating lease
expense recognition is replaced with a depreciation charge for
the right-of-use assets (included in operating costs) and an
interest expense on the recognised lease liabilities (included in
finance costs). In the earlier periods of the lease, the expenses
associated with the lease under IFRs 16 will be higher when
compared to lease expenses under IAs 17. However, eBItDA
(earnings Before Interest, tax, Depreciation and Amortisation)
results improve as the operating expense is now replaced by
interest expense and depreciation in profit or loss. For
classification within the statement of cash flows, the interest
portion is disclosed in operating activities and the principal
portion of the lease payments are separately disclosed in
financing activities. For lessor accounting, the standard does not
substantially change how a lessor accounts for leases.

Intangible assets
Intangible assets acquired as part of a business combination,
other than goodwill, are initially measured at their fair value at
the date of the acquisition. Intangible assets acquired separately
are initially recognised at cost. Indefinite life intangible assets are
not amortised and are subsequently measured at cost less any
impairment. Finite life intangible assets are subsequently
measured at cost less amortisation and any impairment. the
gains or losses recognised in profit or loss arising from the
derecognition of intangible assets are measured as the difference
between net disposal proceeds and the carrying amount of the
intangible asset. the method and useful lives of finite life
intangible assets are reviewed annually. changes in the expected
pattern of consumption or useful life are accounted for
prospectively by changing the amortisation method or period.

Research and development

Research costs are expensed in the period in which they are
incurred. Development costs are capitalised when it is probable
that the project will be a success considering its commercial and
technical feasibility; the company is able to use or sell the asset;
the company has sufficient resources and intent to complete the
development; and its costs can be measured reliably. capitalised
development costs are amortised on a straight-line basis over the
period of their expected benefit, being their finite life of 10 years.

Notes to the Financial Statements
AT 31 DECEMBER 2020

Impairment of non-financial assets
Non-financial assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less
costs of disposal and value-in-use. the value-in-use is the
present value of the estimated future cash flows relating to the
asset using a pre-tax discount rate specific to the asset or cash-
generating unit to which the asset belongs. Assets that do not
have independent cash flows are grouped together to form a
cash-generating unit.

Trade and other payables
these amounts represent liabilities for goods and services
provided to the company prior to the end of the financial year
and which are unpaid. Due to their short-term nature they are
measured at amortised cost and are not discounted. the
amounts are unsecured and are usually paid within 30 days of
recognition.

Borrowings
Loans and borrowings are initially recognised at the fair value of
the consideration received, net of transaction costs. they are
subsequently measured at amortised cost using the effective
interest method.

Lease liabilities
A lease liability is recognised at the commencement date of a
lease. the lease liability is initially recognised at the present value
of the lease payments to be made over the term of the lease,
discounted using the interest rate implicit in the lease or, if that
rate cannot be readily determined, the company's incremental
borrowing rate. Lease payments comprise of fixed payments less
any lease incentives receivable, variable lease payments that
depend on an index or a rate, amounts expected to be paid
under residual value guarantees, exercise price of a purchase
option when the exercise of the option is reasonably certain to
occur, and any anticipated termination penalties. the variable
lease payments that do not depend on an index or a rate are
expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the
effective interest method. the carrying amounts are remeasured
if there is a change in the following: future lease payments arising
from a change in an index or a rate used; residual guarantee;
lease term; certainty of a purchase option and termination
penalties. When a lease liability is remeasured, an adjustment is
made to the corresponding right-of use asset, or to profit or loss
if the carrying amount of the right-of-use asset is fully written
down.

Finance costs
Finance costs attributable to qualifying assets are capitalised as
part of the asset. All other finance costs are expensed in the
period in which they are incurred.

Provisions
provisions are recognised when the company has a present (legal
or constructive) obligation as a result of a past event, it is
probable the company will be required to settle the obligation,
and a reliable estimate can be made of the amount of the
obligation. the amount recognised as a provision is the best
estimate of the consideration required to settle the present
obligation at the reporting date, taking into account the risks and
uncertainties surrounding the obligation. If the time value of
money is material, provisions are discounted using a current
pre-tax rate specific to the liability. the increase in the provision
resulting from the passage of time is recognised as a finance
cost.

Employee benefits
Short-term employee benefits

Liabilities for wages and salaries, including non-monetary
benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are
measured at the amounts expected to be paid when the liabilities
are settled.

Fair value measurement
When an asset or liability, financial or non-financial, is measured
at fair value for recognition or disclosure purposes, the fair value
is based on the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between
market participants at the measurement date; and assumes that
the transaction will take place either: in the principal market; or in
the absence of a principal market, in the most advantageous
market.

Fair value is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-
financial assets, the fair value measurement is based on its
highest and best use. Valuation techniques that are appropriate
in the circumstances and for which sufficient data are available to
measure fair value, are used, maximising the use of relevant
observable inputs and minimising the use of unobservable inputs.

Assets and liabilities measured at fair value are classified into
three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements.
classifications are reviewed at each reporting date and transfers
between levels are determined based on a reassessment of the
lowest level of input that is significant to the fair value
measurement.

Notes to the Financial Statements
AT 31 DECEMBER 2020

For recurring and non-recurring fair value measurements,
external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant.

external valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an
asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs
applied in the latest valuation and a comparison, where
applicable, with external sources of data.

Issued capital

regarding the functionality of competitor products and accurate
logging of time for development costs.

Where work is research or maintenance in nature, this is
expensed.

Allowance for expected credit losses

the allowance for expected credit losses assessment requires a
degree of estimation and judgement. It is based on the lifetime
expected credit loss, grouped based on days overdue, and makes
assumptions to allocate an overall expected credit loss rate for
each group. these assumptions include recent sales experience
and historical collection rates.

ordinary shares are classified as equity.

Estimation of useful lives of assets

the company determines the estimated useful lives and related
depreciation and amortisation charges for its property, plant and
equipment and finite life intangible assets. the useful lives could
change significantly as a result of technical innovations or some
other event. the depreciation and amortisation charge will
increase where the useful lives are less than previously estimated
lives, or technically obsolete or non-strategic assets that have
been abandoned or sold will be written off or written down.

Impairment of non-financial assets other than goodwill and
other indefinite life intangible assets

the company assesses impairment of non-financial assets other
than goodwill and other indefinite life intangible assets at each
reporting date by evaluating conditions specific to the company
and to the particular asset that may lead to impairment. If an
impairment trigger exists, the recoverable amount of the asset is
determined. this involves fair value less costs of disposal or
value-in-use calculations, which incorporate a number of key
estimates and assumptions.

Recovery of deferred tax assets

Deferred tax assets are recognised for deductible temporary
differences only if the company considers it is probable that
future taxable amounts will be available to utilise those temporary
differences and losses.

Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of tax, from
the proceeds.

New Accounting Standards and Interpretations not yet
mandatory or early adopted

Accounting standards that have recently been issued or
amended but are not yet mandatory, have not been early
adopted by the company for the annual reporting period ended
31 December 2020. the company has not yet assessed the
impact of these new or amended Accounting standards and
Interpretations.

2. Critical accounting judgements, estimates and
assumptions

the preparation of the financial statements requires management
to make judgements, estimates and assumptions that affect the
reported amounts in the financial statements.

Management continually evaluates its judgements and estimates
in relation to assets, liabilities, contingent liabilities, revenue and
expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various
factors, including expectations of future events, management
believes to be reasonable under the circumstances. the resulting
accounting judgements and estimates will seldom equal the
related actual results. the judgements, estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer
to the respective notes) within the next financial year are
discussed below.

Capitalisation of Internally Generated R&D

there is a degree of estimation and judgement on the
capitalization of payroll costs relating to the creation of a new
asset which will generate additional revenues. It is based on the
amount of time spent on this on-going improvement and direct
related materials and overheads, and makes assumptions

Notes to the Financial Statements
AT 31 DECEMBER 2020

3. Revenue
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:

Revenue by business activity

Mobility solutions and related development services
software development & support

Revenue can be further analysed by geographic region as follows:

2020
£000

3,212
330
3,542

2019
£000

2,444
477
2,921

Turnover Operating profit Non-current assets

Geographical regions

UK
european Union
Rest of the world

2020
£000

3,233
275
34

3,542

2019
£000

2,634
260
27

2,921

2020
£000

636
64
34

734

2019
£000

219
15
27

261

2020
£000

2,800
-
-

2,800

2019
£000

2,624
-
-

2,624

Notes to the Financial Statements
AT 31 DECEMBER 2020

4. Expenses

profit before income tax includes the following specific expenses:

2020

£000

2019

£000

Depreciation

plant and equipment
Buildings right-of-use assets

total depreciation

Amortisation

Development software

total depreciation and amortisation
Finance costs

Interest and finance charges paid/payable on lease liabilities

Finance costs expensed

Auditors remuneration for:

Audit services
Auditing of accounts of associates of the company
other services supplied pursuant to such legislation

5. Employees

staff costs (including executive directors) were as follows:

Wages and salaries
Non-executive directors’ fees
compulsory social security contributions
pension costs

Directors emoluments included in the above:

Wages and salaries
Non-executive directors’ fees
compulsory social security contributions
pension costs

Key management personnel are considered to be the same as the Board of Directors.

111
57

168

216

384

11
14
6

2020
£000
1,491
24
184
111

1,811

2020
£000
451
24
104
84

663

148
58

206

171

377

12
14
6

2019
£000
943
33
146
88

1,210

2019
£000
440
33
52
67

592

Notes to the Financial Statements
AT 31 DECEMBER 2020

A detailed breakdown of the remuneration of the Directors is shown on page 9.

Average monthly staff numbers in the period were as follows:

sales and marketing
technical and operations
Management, finance and administration

6. Income tax expense

2020

No.

4
23
7

No tax charge has been incorporated into the financial statements for the periods ended 31 December 2020
or 31 December 2019 due to the availability of tax losses.

Numerical reconciliation of income tax expense and tax at the statutory rate

profit before income tax expense

tax at the statutory tax rate of 19%

effects of:

expenses not deductible for taxation purposes
Utilisation of tax losses brought forward
R&D tax deduction
R&D tax claim
excess capital allowances over depreciation

Income tax credit/(expense)

the Group has an unrecognised deferred tax asset relating to carried forward taxable losses of
approximately £199,000 (2019: £300,000).

2020

£000

532

101

-
(101)
-
202
-

202

2019

No.

9
16
4

2019

£000

352

2
(29)
(40)
-
-

Notes to the Financial Statements
AT 31 DECEMBER 2020

7. 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

8. Intangible assets

Group

Balance at 1 January 2019
capitalised development expenditure
Amortisation expense

Balance at 31 December 2019
capitalised development expenditure
Amortisation expense

Balance at 31 December 2020

2020
£

734
0.16
0.16

2020
No.

2019
£

352
0.08
0.08

2019
No.

457,486,234
-
457,486,234
2,938,478
460,424,712

457,486,234
-
457,486,234
7,427,083
464,913,317

Goodwill
£000

Development
expenditure
£000

799
-
-

799

1,105
385
(171)

1,319
539
(216)

1,642

Total
£000

1,904
385
(171)

2,118
539
(216)

2,441

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

cost
Less impairment
carrying amount

Crimson Tide
(IE) Ltd
(Healthcare)
£000

Crimson Tide
mpro Ltd
(Mobile sols.)
£000

400
-
400

280
-
280

Callog
Ltd
(Telecoms)
£000

308
(189)
119

Total
£000

988
(189)
799

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 at 8% p.a.

Notes to the Financial Statements
AT 31 DECEMBER 2020

9. Property, plant and equipment

Group & Company Fixed Assets

Office and
computer
equipment
£000

PDA and
smartphone
equipment
£000

Fixtures
and
fittings
£000

Cost
At 1 January 2019
Additions
At 31 December 2019

Depreciation
At 1 January 2019

Depreciation charge

At 31 December 2019

carrying amount at 31 December 2019

Cost
At 1 January 2020
Additions
At 31 December 2020

Depreciation
At 1 January 2020

Depreciation charge

At 31 December 2020

carrying amount at 31 December 2020

134
19
153

(86)
(22)
(108)

153
18
171

(108)
(25)
(133)

1,153
50
1,203

(827)
(119)
(946)

257

1,203
-
1,203

(946)
(76)
(1,022)

181

58
3
61

(31)
(7)
(38)

61
2
63

(38)
(9)
(47)

Total
£000

1,345
72
1,417

(944)
(148)
(1,092)

325

1,417
20
1,437

(1,092)
(110)
(1,202)

235

Included within the net book value of £235,000 is £151,427 (2019: £216,000) 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 £60,572 (2019: £ 100,000). there is no material difference between the value of the
minimum lease payments and their net present value.

10. Right-of-use assets

Group

Land and buildings - right-of-use
Less: Accumulated depreciation

the company leases land and buildings for its offices under agreement for up to ten years
with a five year break clause. on renewal, the terms of the leases are renegotiated.

2020
£000
207
(115)
92

2019
£000

207
(58)
149

Notes to the Financial Statements
AT 31 DECEMBER 2020

11. Deferred tax

Group

Movements:

opening balance
credited to profit or loss

closing balance

12. Trade and other receivables

Group

trade receivables
other receivables
prepayments and accrued income

As at 31 December 2020, trade receivables of £81,458 (2019: £104,000) were impaired and
fully provided for. the ageing of trade receivables not impaired are as follows:

Age analysis of trade receivables
Age from invoice date
< 30 days
30 – 60 days
60 – 90 days
> 90 days

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

opening balance
Receivables collected in year previously provided for
Receivables written off during the year as uncollectable
provision for receivables impairment for the year

Company

Amounts recoverable from Group undertakings
other receivables
prepayments and accrued income

2020
£000

32
-

2020
£000

576
1
644

1,221

2020
£000

454
49
30
43

576

2020
£000

104
-
-
(23)

2020
£000

1,331
41
47

1,419

2019
£000

-
32

2019
£000

649
184
387

1,220

2019
£000

512
102
11
24

649

2019
£000

116

-
(12)

104

2019
£000

1,352
27
58

1,437

Notes to the Financial Statements
AT 31 DECEMBER 2020

13. Cash and cash equivalents
cash and cash equivalents comprise cash at bank and short-term deposits held by Group companies.

14. Trade and other payables

Group

trade payables
pAYe and social security
VAt
Accruals and deferred income

Company

trade payables
Amounts owed to Group undertakings
Accruals

15. Borrowings

Group

secured bank loans – current
secured bank loans – non-current

secured bank loans

2020
£000

1,175

2020
£000

83
128
359
337

907

2020
£000

29
423
23

475

2020
£000

8
5

2019
£000

320

2019
£000

43
41
132
258

474

2019
£000

17
280
18

315

2019
£000

31
9

Notes to the Financial Statements
AT 31 DECEMBER 2020

16. Lease liabilities

Group

Maturity analysis:
Year 1
Years 2 – 5
After five years

Lease liabilities

17. Share capital

Authorised

2020
Shares

2019
Shares

ordinary shares of 0.1p each

711,950,842

Issued, called up

2020
Shares

2019
Shares

ordinary shares - fully paid

457,486,234

2020
£000

181
94
-

275

2020
£000

712

2020
£000

457

2019
£000

228
165
-

393

2019
£000

712

2019
£000

457

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 2020 the following options were outstanding in respect of ordinary shares.

Expiry date

Number
issued

Expired/
cancelled

Exercised in
2019

Outstanding at
31 December
2020

Date of grant

Issued under EMI scheme
5 May 2010*
22 December 2020**

5 May 2020
22 December 2030

17,500,000
24,700,000

17,500,000
-

Issued under an unapproved scheme
5 May 2010**

5 May 2020

2,500,000

* target share price of 2.5p and exercise price of 1.25p
** target share price of 4.5p and exercise price of 3.35p

-
-

-
24,700,000

Notes to the Financial Statements
AT 31 DECEMBER 2020

18. Reserves

Balance as at 1 January 2019
Retained profit for the year
share options exercised
Balance as at 31 December 2019
Retained profit for the year
translation movement
Balance as at 31 December 2020

Company

Balance as at 1 January 2019
Retained loss for the year
share options exercised
Balance as at 31 December 2019
Retained loss for the year
Balance as at 31 December 2020

Share
premium
£000

Other
reserves
£000

148

478
(3)

475

4
479

Share
premium
£000

148

Reverse
acquisition
reserve
£000

(5,244)

Other
reserves
£000

337

Retained
earnings
£000

7,081
352

7,433
734

8,167

Retained
earnings
£000

3,733
(151)

3,582
(198)
3,384

19. Investments
the company is the holding company of the Group. the following table shows details of the company’s subsidiary undertakings at
31 December 2020. 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

Activity

Owned directly by Crimson Tide plc
crimson tide mpro Limited
crimson tide services Limited
A. cohen & co. (GB) Limited
crimson tide (Ie) Limited

Owned by Crimson Tide Mpro Limited
Moneymotive Limited (100%)

Owned by Moneymotive Limited
callog Limited (100%)

Company

shares in subsidiary undertakings - at cost
Less: Impairment

trade investment - at cost
Less: Impairment

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

Country of incorporation or
registration and operations

england and Wales
england and Wales
england and Wales
Ireland

Non-trading

england and Wales

telecoms

england and Wales

2020
£000

5,297
(1,929)
3,368

386
(386)
-

2019
£000

5,297
(1,929)
3,368

386
(386)
-

Notes to the Financial Statements
AT 31 DECEMBER 2020

20. Financial instruments

Financial risk management objectives

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
secured loans
Finance leases

2020
£000

1,175

99
189

2019
£000

320

40
393

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.

equivalents) and available borrowing facilities to be able to pay
debts as and when they become due and payable.

the company manages liquidity risk by maintaining adequate
cash reserves and available borrowing facilities by continuously
monitoring actual and forecast cash flows and matching the
maturity profiles of financial assets and liabilities.

Foreign currency risk

Interest rate risk

the company undertakes certain transactions denominated in
foreign currency and is exposed to foreign currency risk through
foreign exchange rate fluctuations.

Foreign exchange risk arises from future commercial transactions
and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional
currency. the risk is measured using sensitivity analysis and cash
flow forecasting.

Credit risk

credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the company.
the company has a strict code of credit, including obtaining
agency credit information, confirming references and setting
appropriate credit limits. the company obtains guarantees where
appropriate to mitigate credit risk. the maximum exposure to
credit risk at the reporting date to recognised financial assets is
the carrying amount, net of any provisions for impairment of
those assets, as disclosed in the statement of financial position
and notes to the financial statements. the company does not
hold any collateral.

Generally, trade receivables are written off when there is no
reasonable expectation of recovery. Indicators of this include the
failure of a debtor to engage in a repayment plan, no active
enforcement activity and a failure to make contractual payments
for a period greater than 1 year

Liquidity risk

Vigilant liquidity risk management requires the company to
maintain sufficient liquid assets (mainly cash and cash

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 value of intangible assets approximate to their
carrying value as disclosed in Note 8 is 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 the 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.

21. Post year end event
Following year-end the company issued 200,000,000 new
ordinary shares at a price of £0.03 per share. Net proceeds after
expenses were £5,660,780.00.

22. Related party transactions
the interests of the Directors in share options are shown on
pages 8 and 9.

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 2020

Assets

Non-current assets
Investments

Total non-current assets

Current assets
trade and other receivables
cash and cash equivalents

Total current assets

Total assets
Liabilities

Current liabilities
trade and other payables

Total current liabilities

Total liabilities

Net assets

Equity
Issued capital
share premium
other reserves
Retained profits

Total equity

Note

12
13

17
18
18
18

2020

£000

3,368
3,368

1,419
14
1,433

4,801

475
475

475

4,326

457
148
337
3,384

4,326

2019

£000

3,368
3,368

1,437
34
1,471

4,839

315
315

315

4,524

457
148
337
3,582

4,524

As permitted by section 408 of the companies Act 2006, 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 £198,076 (2019 loss: £151,365).

the financial statements were approved by the board of directors on 3 June 2021 and signed on its behalf by:

BRJ Whipp
Director

LA Jeffrey
Director

company Registration Number 00113845

Company Statement of Changes in Equity
AT 31 DECEMBER 2020

Company

Balance at 1 January 2019

profit after income tax expense for the year
share options exercised

Balance at 31 December 2019

profit after income tax expense for the year

Balance at 31 December 2020

Issued
capital
£000

Share
premium
£000

Reserves
£000

Retained
earnings
£000

Total equity
£000

457

-
-

457

148

-
-

148

337

3,733

4,675

-
-

337

(151)
-

3,582

(198)

(151)
-

4,524

(198)

3,384

4,326

Company Statement of Cash Flows from Operating Activities
AT 31 DECEMBER 2020

Note

2020

£000

2019

£000

Cash flows from operating activities
profit before taxation

Adjustments for:

Decrease in trade and other receivables

Decrease in trade and other payables

Net cash from operating activities

Cash flows from financing activities
Net proceeds from share issues

Net cash used in financing activities

Net (decrease)/increase in cash and cash equivalents

cash and cash equivalents at the beginning of the financial year

cash and cash equivalents at the end of the financial year 13

(198)

160

(20)

(151)

(23)

Officers and Professional Advisors

Board of Directors

secretary

Registered office

GB Ashley
JK Daniell
sK Goodwin
tJt Hawkins
pM Hurter
LA Jeffrey
BRJ Whipp (chairman)

pM Hurter

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
tunbridge Wells
Kent tN1 1eN

shipleys LLp
10 orange street
Haymarket
London
Wc2H 7DQ

finncap
60 New Broad street
London
ec2M 1JJ

DAc Beachcroft LLp
125 old Broad street
London
ec2N 1AR

Website

www.crimsontide.co.uk

Notice of Annual General Meeting

Notice is hereby given that the 2021 Annual General Meeting
("AGM") of crimson tide plc will be convened at oakhurst House,
77 Mt. ephraim, tunbridge Wells tN4 8Bs on 29 June 2021 at
11:00 am 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 2020.

2 to re-appoint Messrs shipleys LLp as Auditor and authorise

the Directors to fix their remuneration.

3 to re-appoint GB Ashley as a Director of the company.

4 to re-appoint sK Goodwin as a Director of the company.

5 to re-appoint JK Daniell as a Director of the company.

6 to re-appoint tJt Hawkins as a Director of the company.

By order of the Board
pM Hurter
company secretary
Registered office
oakhurst House
77 Mount ephraim
tunbridge Wells
Kent tN4 8Bs
3 June 2021

Notes

1 COVID-19

In light of the Government’s response to the coVID-19
outbreak, which includes banning all non-essential travel and
gatherings of more than two people, the company has
determined that the resolutions to be proposed at the AGM
shall be voted on through a poll rather than on a show of
hands. the company believes that this is the best and fairest
way to ensure that the votes of all shareholders can be taken
into account, whilst also preventing the company and
shareholders breaching applicable regulations. Accordingly, the
company encourages all shareholders to either submit their
form of proxy or use the cRest proxy voting service, rather
than attend the meeting in person. In accordance with the
company’s articles of association, whilst completion and return
of the form of proxy or using the cRest proxy voting service
would not preclude shareholders from attending, speaking and
voting in person at the AGM should they so wish, shareholders
are reminded that to do so would potentially be in breach of
Government regulations in relation to the containment and
control of coVID-19 and accordingly shareholders are strongly
encouraged to either submit their form of proxy or use the
cRest proxy voting service, rather than attend the meeting in
person.

2 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.

3 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.

4 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 6.30 pm on 25 June 2021 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.

5 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 2021 at 11:00 am

I/We (name in full)

hereby appoint the chairman of the Meeting or
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 2021 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) my/our proxy to attend, to

ResoLUtIoN

FoR

AGAINst

ABsteNtIoN

1 to approve accounts for year ended 31 December 2020

2 to re-appoint shipleys LLp as auditors

3 to re-appoint GB Ashley as director

4 to re-appoint sK Goodwin as director

5 to re-appoint JK Daniell as director

6 to re-appoint tJt Hawkins as director

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 the annual general
meeting of the company. You can only appoint a proxy using the procedures set out in these notes. please see the important notice set out in note 1
to the Notice of Annual General Meeting concerning the implications that coVID-19 will have on attendance at the annual general meeting and the
measures that the company is putting in place in respect of the same.

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. However, please see the important notice set out in note 1 to the Notice of Annual
General Meeting concerning the implications that coVID-19 will have on attendance at the annual general meeting and the measures that the company
is putting in place in respect of the same.

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 at oakhurst House, 77 Mt. ephraim, tunbridge Wells tN4 8Bs; and
• received no later than 25 June 2021 at 11.00 pm.
If your shares are held through cRest, you may use the cRest proxy voting 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.

6.
7.

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

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

10. 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

d
o
f

t
s
r
i
F

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

Web