1 
 
ATTRAQT Group PLC 
 
Report and Financial Statements 
 
Year Ended 
 
31 December 2016 
 
 
 
 
Company Number 8904529 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   ATTRAQT Group PLC 
2 
 
Corporate Statement 
for the year ended 31 December 2016 
 
 
 
ATTRAQT is a fast growing SaaS software 
business, providing an online merchandising 
platform to retailers. 
 
Uniquely, the ATTRAQT Freestyle 
Merchandising® platform provides the 
complete range of merchandising disciplines 
within a single platform providing a dynamic, 
robust and scalable merchandising solution 
that delivers increased online revenue and 
reduced costs to retailers  by enabling them to 
take total control of their online 
merchandising. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
    ATTRAQT Group PLC 
3 
 
Report and financial statements 
for the year ended 31 December 2016 
 
 
Contents 
Corporate Statement .................................................................................................................. 2 
Contents ..................................................................................................................................... 3 
Key Highlights ............................................................................................................................. 4 
Chairman’s Statement ................................................................................................................ 5 
Strategic Report .......................................................................................................................... 6 
CEO’s Statement ......................................................................................................................14 
Board of Directors .....................................................................................................................16 
Corporate Governance Report .................................................................................................18 
Audit Committee Report ...........................................................................................................20 
Remuneration committee report ...............................................................................................21 
Directors’ report ........................................................................................................................23 
Independent Auditor’s report ....................................................................................................26 
Company financial statements - ATTRAQT Group PLC - consolidated 
Consolidated statement of comprehensive income ..................................................................28 
Consolidated statement of financial position ............................................................................29 
Consolidated statement of cash flows ......................................................................................30 
Consolidated statement of changes in equity ...........................................................................31 
Notes forming part of the consolidated financial statements ....................................................33 
Company financial statements - ATTRAQT Group PLC - Company 
Company statement of financial position ..................................................................................52 
Company statement of changes in equity ................................................................................53 
Notes forming part of the Company financial statements ........................................................54 
Company Information ...............................................................................................................57 
 
 
 
    ATTRAQT Group PLC 
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Key Highlights 
for the year ended 31 December 2016 
 
Financial Highlights 
 Revenue growth of 22.6% to £3.6m (FY15: £2.9m)  
o Recurring revenue
1
 increased 22% to £3.2m (FY15: £2.7m) 
 Adjusted EBITDA
2
 losses were £1.6m, in line with expectations, reflecting the accelerated investment in the 
business 
 Losses before tax were £1.9m, in line with expectations (FY15: loss £0.7m) 
 Adjusted basic EPS loss 6.6 pence per share (FY15: loss 3.1 pence per share) 
 Exit Rate (period end contracted annualised billing) up 15% to £3.9m (FY15: £3.4m) 
 Gross margins increased to 86.2% (FY15: 83.5%) 
 Cash at period end £1.2m (FY15: £3.0m) 
  
1
. Monthly recurring revenue accrued January-December 2016. 
2. 
Adjusted EBITDA refers to earnings before interest, tax, depreciation, amortization and share based payments 
 
Operational Highlights 
 Continued sales momentum with 42 deals in the year, including 31 new clients, bringing the total to 121 
(FY15: 110) 
o New clients include:   Fraser Hart & Fields, Volcom, Matches Fashion, Moss Bros., Russell & Bromley, 
JoJo Maman Bebe, Eddie Bauer, L.K. Bennett, The North Face, OKA Direct, Timberland, Vans (Europe) 
and Victoria Beckham 
 Average newly signed deal value increased to £32.3k (FY15: £28.4k) 
 US sales operations performing well with seven new customers signed, bringing the total clients in North 
America to 19 (FY15: 21). The one-off reduction in clients from FY15 to FY16 was due to the noted outage 
which hit Magento clients disproportionally hard, of which many were in the US. 
 37 new customer implementations delivered, bringing total number of live client sites to 185 (FY15: 154) 
 Continued investment in upgrading the Freestyle Merchandising platform (‘the Platform’), with three new core 
code releases in the period 
 
 
 
    ATTRAQT Group PLC 
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Chairman’s Statement 
for the year ended 31 December 2016 
 
 
I am delighted to report continued strong progress for ATTRAQT in 2016 with sustained sales momentum. The 
Group signed 42 deals in the period, including 31 new clients, and increased the average new client deal value to 
£32.3k per annum.  
 
The financial results for FY 2016 are very encouraging with the Group delivering revenue growth of 22 percent to 
£3.6m, which includes a 22 percent increase in recurring revenue to £3.2m. The business showed good control of 
costs during the period to deliver an EBITDA loss of £1.6m, in line with expectations and reflecting the accelerated 
investment in the business. Gross margins increased to 86.2 percent. 
 
Expansion in the North America market progressing well, as demonstrated by the signing of seven new clients, 
including Eddie Bauer and Volcom. 
 
The Group continues to invest and develop its core software platform, specifically upgrading the Freestyle 
Merchandising platform which saw seven new core code releases during the period. On a backdrop of continued 
solid growth and exciting times for ATTRAQT, the Board looks forward to the future with confidence. 
 
 
Nick Habgood 
Chairman  
3 March 2017 
 
  
 
    ATTRAQT Group PLC 
6 
 
Strategic Report 
for the year ended 31 December 2016 
 
 
ATTRAQT Group plc 
 
(“the Company”) and its subsidiaries (together “the Group”) 
 
Innovative provider of visual merchandising, site search and product recommendation technology. 
 
ATTRAQT provides a SaaS-based visual merchandising platform to online retailers called Freestyle 
Merchandising. The platform acts as a plug-in for a retailer’s e-commerce site and provides tools to enable 
retailers to merchandise effectively. In particular, it enables retailers to control how their products are 
merchandised through their e-commerce sites including site search and navigation, product recommendations, 
category pages, product detail pages, check-out basket, email, order tracking and in-store devices. 
 
Freestyle Merchandising uses the Balance Factor technology developed by ATTRAQT, which applies a 
weighting to metrics such as popularity, price, colour, stock availability, trend, etc. to determine the blend and 
sequencing in which products are displayed and can be implemented using business rules, behavioural data, 
and/or manual placement. 
 
Implementation of Freestyle Merchandising by a retailer provides 5 core benefits: 
 
 commercial gain from increased conversion rates and higher average order values 
 3 technologies in 1: site search, visual merchandising and product recommendations 
 complete control over how products are merchandised online 
 removes the reliance on internal IT to make visual merchandising changes on the e-commerce site 
 increases productivity from visual merchandising team. 
The Group has 121 retail clients (December 2016) covering the whole spectrum of retail from large-scale 
enterprises such as Screwfix, Tesco Clothing and TK Maxx to mid-sized businesses such as Boohoo.com, Ellis 
Brigham, Emma Bridgewater, Laura Ashley and Superdry, as well as smaller boutique retailers such as Joseph, 
Lulu Guinness and Wolf & Badger. 
 
The Group continues to invest in maintaining its platform at the leading edge of visual merchandising and 
released five platform upgrades during 2016 focusing on performance upgrades, enhancements to 
personalisation technology, improvements to manual merchandising and additional reporting functionalities. 
ATTRAQT has an exciting development roadmap for 2017, including improvements to the platform to 
streamline production, a full reporting and recommendations upgrade and further improvements to 
personalisation.  
 
 
 
 
 
 
    ATTRAQT Group PLC 
7 
 
Strategic Report 
for the year ended 31 December 2016 (continued) 
 
 
Visual merchandising the ATTRAQT way 
 
ATTRAQT’s advanced online search and visual merchandising solutions make it easy to apply traditional 
creative visual merchandising techniques found in a bricks and mortar environment to the online world, giving 
merchandisers the freedom to fully control the product mix and sequencing of products to produce optimum 
sales results. 
 
ATTRAQT understands how critical it is to get the right products in front of the right people, at the right time, -  
trends and buying patterns change, retailers need to adapt just as quickly. With ATTRAQT’s drag and drop 
collections, Balance Factor control, powerful site-search, and personalised product recommendations, this 
couldn’t be simpler, ensuring that retailers are always in-sync with their customers’ needs and are able to 
manage the growing demands of their business. 
 
ATTRAQT Freestyle Merchandising allows retailers to optimise product positioning and tailor content to different 
markets, to target and convert global customers. 
 
 
How ATTRAQT works 
 
Visual merchandising 
 
 Intelligent visual merchandising – using drag and drop collections, retailers can effortlessly curate the 
product offering to their audience. 
 
 ATTRAQT’s Balance Factor technology enables a merchandiser to fully automate dynamic product- 
sequencing based on frequently changing metrics including stock, price, margin, newness, style, colour 
and more. 
 
 International localisation – country-specific merchandising and content enables a retailer to tailor their 
product offering considering factors such as season, climate and differing cultural tastes. 
 
Site search 
 
 ATTRAQT optimises their site-search using Balance Factor technology to manipulate the sequencing  of 
results pages. Search driven merchandising can be created using an array of metrics including: newest in, 
best-selling, highest stock and many more. 
 
 Spell correction using several combined algorithms to predict both misspelling and mistyping in relation 
to a retailers tailored  product database – resulting in fewer zero search results, and far fewer losses of 
potential buyers. 
 
Product recommendations 
 
 Personalised product recommendations that improve conversion rates and average order values. 
Using a full range of behavioural algorithms, manual collections and Balance Factor control, retailers 
can ensure that they’re offering the right customers the right products, and lead them to convert. 
 
 
 
 
    ATTRAQT Group PLC 
8 
 
Strategic Report 
for the year ended 31 December 2016 (continued) 
 
 
ATTRAQT’s competitive strategy 
 
Freestyle Merchandising is a visual merchandising platform that acts as a plug-in for a retailer’s existing e-
commerce platform and takes over three core elements of the retailer’s site (category pages, site search and 
product recommendations) to provide merchandising tools that enable them to merchandise their products more 
effectively through those elements of the site.  
The Group’s competitive strategy includes:  
1. Providing 3 technologies in one platform 
ATTRAQT provides 3 visual merchandising technologies (category pages, site search and product 
recommendations) in one platform. Being able to merchandise through all three main elements of a retailer’s site 
from a single visual merchandising platform is both a significant benefit to our clients and a significant competitive 
advantage as it is easier to evict incumbent single component suppliers from a retailer and much harder to 
replace Freestyle Merchandising as a competitor. 
2. Balance Factor technology 
Freestyle Merchandising’s Balance Factor technology enables retailers to create and implement sophisticated 
visual merchandising on their sites. It uses a simple slider system to create merchandising rules from the site 
metrics that are important to a retailer. The system applies a weighting to the selected metrics to determine the 
sequencing of products. Balance Factor can be applied to category pages, site search, product recommendations 
and email. Balance Factor is patent pending. 
3. New platform developments 
The Group continues to develop the capabilities of Freestyle Merchandising, keeping the Group ahead of the 
competition and increasing the value it delivers to its customers, making its position within a retailer more secure. 
4. World class customer service 
ATTRAQT aims to provide world class customer service and continues to invest in this as a means to inoculate 
our clients against the competition.  
 
    ATTRAQT Group PLC 
9 
 
Strategic Report 
for the year ended 31 December 2016 (continued) 
 
 
Our growth strategy 
 
Built into the Group’s DNA is the concept of developing innovative technology and turning it into easy to use 
products. ATTRAQT has used this approach to develop the market for its product Freestyle Merchandising and 
has successfully gained 121 clients to date (December 2016). The most recent round of fundraising completed in 
December 2015 has enabled us to reinforce our growth strategy consisting of: 
 
 
1. Expand the sales teams and invest in marketing 
   
The Group will continue to invest in the development of sales and marketing by expanding the sales 
team, plus increasing tactical marketing spend. The Group’s sales model is based on a combination of 
inside sales to generate leads plus more senior field sales people who are targeted with signing new 
clients. 
 
2. Expand productive capacity 
 
The Group will continue to expand its production capacity to support the increase in client delivery, due to 
the expansion in sales teams. 
 
3. Develop partnerships 
 
The Group will continue to develop current partnerships through dedicated management, whilst also 
having a focus on establishing new partnerships. The Directors believe this is particularly important for 
the North American market. 
 
4. Extend our technology platform 
 
The Group will continue its on-going investment in the ATTRAQT Freestyle Merchandising platform by 
adding new features and creating new products to produce new revenue streams. 
 
5. Identify New Markets 
 
The Group will also continue to identify new markets and innovative ways to repurpose our technology. 
 
 
Some of our clients 
 
ATTRAQT is the trusted online merchandising partner for many retailers, both large and small. 
 
Here are just a few of the companies that we work with: 
 
Boohoo 
Eddie Bauer 
F&F – Tesco 
Kate Spade 
Laura Ashley 
LK Bennett 
Matches Fashion 
Superdry 
The North Face 
Timberland 
TK Maxx 
TUMI 
Vans 
White Stuff 
Wilko 
    ATTRAQT Group PLC 
10 
 
Strategic Report 
for the year ended 31 December 2016 (continued) 
 
 
The Group uses key performance indicators (KPIs) to measure progress in the business. These indicators 
provide visibility of both our financial and strategic performance. 
 
Key performance indicators 
Financial 
Revenue growth 
Year Sales   Growth % 
2014 £2,086,000  32% 
2015 £2,911,000        40% 
2016 £3,569,000  23% 
 
Gross margin 
Year Gross margin  As Percentage of Revenue 
2014 £1,687,000    81% 
2015 £2,431,000  84%  
2016 £3,079,000    86% 
 
Gross margin growth 
Year Gross margin growth Growth % 
2014 £400,000    31% 
2015 £744,000  44%  
2016 £647,000    27% 
 
Adjusted EBITDA
1
 
Adjusted EBITDA
1
 losses for 2016 were in line with management expectations, reflecting the accelerated 
investment in the business. 
 
Year Adjusted EBITDA
1
  
2014 (£721,000)    
2015 (£192,000)     
2016 (£1,549,000)     
1. 
Adjusted EBITDA refers to earnings before interest, tax, depreciation, amortization and share based payments 
 
 
Exit Rate (year-end contracted annualised) 
This KPI enables the Group to take a view at the end of the year of the average value of both live clients and 
clients who are contracted to go live.  
Year Sales   Growth 
2014 £2,581,000   42% 
2015 £3,434,000    33%  
2016 £3,910,000   15% 
   ATTRAQT Group PLC 
11 
 
Strategic Report 
for the year ended 31 December 2016 (continued) 
 
 
Key performance indicators (continued) 
Strategic 
New clients signed 
Year Clients 
2014   36 
2015   31 
2016   31 
 
Total live client sites 
The number of live client sites shows the total number of client eCommerce sites that are currently using the 
ATTRAQT platform. 
Year Live sites   
2014    110 
2015    154 
2016    185 
 
    ATTRAQT Group PLC 
12 
 
Strategic Report 
for the year ended 31 December 2016 (continued) 
 
 
Risks & mitigation – principal risks and uncertainties 
 
Competitive risk 
The growth in e-commerce has resulted in a significant increase in software companies seeking to supply online 
retailers with enabling technology. The Directors believe having all three elements makes it easier for the Group 
to both reduce incumbent competitors’ new prospects and to defend its existing client-base from external 
competitors and consider that its competitors would face significant barriers in attempting to replicate the group’s 
technology. 
 
Loss of key clients 
The loss of key clients is always a potential threat. However, the Group seeks to mitigate this risk in several 
ways: a) clients sign for a minimum of 12-months or longer with automatic annual renewals, b) the Group invests 
in extensive client support and training to ensure users are able to use the  platform  effectively and c) the Group 
invests in account management and professional services to ensure that clients renew their commercial 
arrangements with the Group. 
 
Platform outage 
As a provider of a SaaS service, the Group relies on its hosting partners to provide an uninterrupted service. The 
Group experienced an outage at its data centre during H1, which was quickly addressed and subsequently the 
Group transitioned to a new data centre provider. The Group mitigates this risk by using fault-tolerant load-
balanced cloud services. In 2016, the Group extended this architecture to a multi-site, multi data centre provider 
to provide as much resilience as possible.  
 
Recruitment and retention 
As with any fast growing software business, the Group’s growth strategy is predicated on hiring people who will 
be effective in realising its growth ambitions. 
This means further sales and marketing hires as well as the technical people that expand capacity (in terms of 
getting sites live) are crucial to drive the Group’s revenue base. The Directors believe that, over the last three 
years, the Group has refined its go-to-market strategy and can train new recruits quickly. They also regularly 
review the market rates of salaries and benefits to ensure staff have appropriate compensation and reward 
packages. 
 
Retail sector exposure 
Due to the nature of the technology the Group offers, the Group’s customers are predominantly in the retail 
sector. 
A widespread downturn in the economy could put pressure on capital expenditure budgets for software spending 
if overall retail volumes dropped, which could result in early termination of customer contracts and deter new 
customers from using the Group’s services. 
The Group seeks to mitigate such risks by: a) signing clients on 12-month contracts and b) continually 
considering new market opportunities. 
 
Technological risk 
The Group operates in an industry where competitive advantage is heavily dependent on technology. It is 
possible that technological development may reduce the importance of the Group’s function in the market. 
To remain competitive, the Group continues to enhance and improve the responsiveness, functionality, 
accessibility and other features of its software, services and technologies. 
 
Foreign Exchange Risk 
The Group has exposure to foreign exchange rate risk due to the nature of its operations and cost base. 
The Group constantly monitors the currency market and adjusts forecasts based on expected rates. 
   ATTRAQT Group PLC 
13 
 
Strategic Report 
for the year ended 31 December 2016 (continued) 
 
 
Intellectual property 
The Group’s intellectual property rights are important assets. The Group relies on a combination of 
copyright, registered and unregistered trademarks, registered domain names, database rights and the law 
protecting confidential information to define and protect its rights to brands, technologies and databases 
that are critical to its ability to compete in the online comparison market. 
The Group discloses proprietary knowledge, information and technology to third parties under licensing or other 
agreements. There is always a possibility that such a party may misappropriate or challenge the Group’s right to 
such knowledge, information and technology. 
To the extent that the Group’s brands, technologies and databases are not protected by intellectual property 
rights, third parties, including competitors, may be able to commercialise or otherwise use the Group’s brand, 
technologies and/or databases without compensating the Group. 
The Group also seeks to maintain certain intellectual property as trade secrets. The security of its trade secrets 
could be compromised by contractors or outside parties, or intentionally or accidentally by its employees, which 
would cause the Group to lose part of its competitive advantage. 
Any misappropriation of the Group’s intellectual property could have a materially adverse effect on the Group’s 
business, financial condition or operating results. 
Furthermore, the Group may need to take legal action to enforce its intellectual property or to protect trade 
secrets. Defending such claims may result in substantial costs and the diversion of resources and management 
attention and there can be no guarantees as to the outcome of any such litigation, or that it can be effectively 
used to enforce the Group’s rights. 
 
Proposed Acquisition of Fredhopper B.V 
On 27 January 2017, the Group announced that it has entered a conditional agreement to acquire the 
whole of the issued share capital of Fredhopper B.V from SDL plc, for an aggregate cash consideration of 
£25 million. The proposed acquisition constitutes a reverse takeover under the AIM Rules for Companies 
and as such is conditional on approval by Shareholders.  Approval is being sought at a General Meeting to 
take place on 6 March 2017. 
 
The Group will be funding the acquisition by way of a Placing and has conditionally raised £27.5 million (before 
expenses) by way of firm placing of 78,572,000 Placing Shares at a price of 35 pence per share with certain 
institutional and other investors. The Directors have received irrevocable undertakings from over 75 percent of 
existing shareholders to vote in favour of the resolution to proceed with the transaction at the General Meeting. 
Pursuant to the AIM Rules for Companies, trading in the Ordinary Shares of the Company was suspended on 30 
January 2017. 
 
The Group proposes to use the majority of the proceeds of the Placing receivable by the Group to satisfy the cash 
consideration of £25 million less working capital adjustments due under the signed Share Purchase Agreement 
with SDL plc, with the balance of the proceeds, together with the proceeds of an Open Offer for shares of up to 
£1m, being used to fund the integration of the two businesses, investment into the Enlarged Group’s sales and 
marketing, customer support and ongoing product development functions along with providing general working 
capital. 
 
The Admission Document regarding the proposed deal terms, the Placing and the Open Offer was published on 
15 February 2017.  
 
Mark Johnson 
Director 
3 March 2017 
    ATTRAQT Group PLC 
14 
 
CEO’s Statement 
for the year ended 31 December 2016 
 
 
Introduction 
  
ATTRAQT continues to deliver strong operational and financial progress. We have grown our client base in both 
the UK and North America, reaching out to larger multi-national retailers as evidenced by our increasing average 
new client deal value and gross margin. 
 
Business model 
 
The Group’s business model is based on a recurring monthly service fee plus a one-off set-up fee and additional 
follow-on project fees. Clients contract up for a minimum of 12 months, with some larger clients signing up for a 
longer period of two years. 
 
The current sales model is based on direct sales via a dedicated sales team. Due to the importance of the 
functionality provided by the Platform to our clients, client retention is strong with most clients automatically 
renewing at the end of the contractual term.  
 
Growth strategy 
 
The Group’s objective is to become the global leader in online visual merchandising. 
 
Throughout the year ATTRAQT has continued to build on its business plan, founded on four key elements: 
 
1) Invest in sales and marketing to grow client base and recurring revenue; 
2) Expand the Group’s production capacity to keep pace with accelerating sales; 
3) Develop strategic partnerships – both sales and technology – to accelerate sales growth and extend our 
product offering; and 
4) Extend the capabilities of the platform through continued investment in research and development, 
adding new features and creating new products to initiate new revenue streams. 
 
Review of Sales & Operations 
 
ATTRAQT continues to deliver strong operational results, with 42 deals during the year, of which 31 were new 
clients, bringing the total to 121 (FY15: 110). The Company also delivered 37 new customer implementations, 
bringing the total number of live client sites to 185 (FY15: 154). 
 
The Group experienced an outage at its data centre during H1, which was quickly addressed and subsequently 
transitioned to a new data centre provider. There was an increase in customer attrition of nine clients directly as a 
result of the outage. 
 
A key focus for ATTRAQT remains the development of the North American business. Progress has been 
encouraging as demonstrated by client wins in the region, including Eddie Bauer and Volcom. Given the size of the 
market we believe there are still a significant number of opportunities available to expand ATTRAQT’s footprint in 
the region. 
 
The Group maintained investment in upgrading the Platform, with seven new core code releases in the period 
including by example: 
 Hypercaching: Hypercaching gives ATTRAQT the option to deploy its platform with an extra layer where 
product details are cached at the rules engine level. This means that the merchandising database and search 
engine do less work and only have to deliver product ID results to the hypercache layer once. The product 
cache layer adds all the product information to the response that goes to the client rather than it having to be 
retrieved from the search and merchandising database. The product ordering (balance factors) and guided 
navigation also come from the product cache layer. This provides the platform with significant scale and 
performance advantage. 
 Built-in AB Testing: Allows the client to have ATTRAQT automatically split traffic between multiple 
merchandising rules and report on comparative conversion rates of each test. 
   ATTRAQT Group PLC 
15 
 
CEO’s Statement 
for the year ended 31 December 2016 (continued) 
 
 Rule Synchronisation: Functionality to copy merchandising rules so clients with multiple instances/regions 
save time setting up rules that they want to be the same across regions.  
Financial Review 
 
Total revenue increased by 22.6 percent to £3.6m (FY15: £2.9m), as new customers were added and existing 
customers commissioned additional sites. The recurring monthly revenue from live clients rose 21.7 percent from 
£2.7m to £3.2m, now representing 90 percent (FY15: 91 percent) of total Group revenue. The Exit Rate (year-end 
contracted annualised billing) for 2016 was up 15% percent to £3.9m.  
 
The Group showed good management of costs to deliver recorded losses before tax and at EBITDA level in line 
with management expectations. Losses before tax increased to £1.9m (FY15: £0.7m) and adjusted EBITDA losses 
for the year increased to £1.6m (FY15: £0.2m). The planned investment of the proceeds of the 2015 fundraising in 
expanding sales, marketing and production lead to the EBITDA losses increasing in the short-term, reflecting 
investment in the Group’s operational expansion; however, the rate of growth is expected to accelerate as a result, 
with a return to EBITDA profitability in the mid-term. 
 
ATTRAQT continues to invest in technical enhancements to the existing product offerings and in new products. 
Some of this cost is capitalised and some is absorbed as part of the operating costs of the business. 
 
Outlook 
 
ATTRAQT has seen another year of sustained growth of revenues and client base in the UK and North America, 
whilst at the same time increasing gross margin. We have signed 42 new deals in the period, including several 
marquee retailers and have delivered a 22 percent increase in revenue for the year. 
  
Our objective is to deliver strong profitable growth and become the technology partner of choice for leading online 
retailers. With an exit rate of £3.9m, good growth in recurring revenue and a strong sales pipeline for H1 2017, we 
are confident in the continued success of ATTRAQT for 2017 and the foreseeable future. 
 
André Brown 
Chief Executive Officer 
3 March 2017 
 
 
 
    ATTRAQT Group PLC 
16 
 
Board of Directors 
for the year ended 31 December 2016 
 
 
Nicholas Habgood  
Non-Executive Chairman 
 
Nick is the Founder and Managing Partner of Azini Capital Partners LLP, a London based private equity 
firm that specialises in providing liquidity for historical investors and shareholders and investing in 
growth stage private and smaller public technology companies. Nick has substantial board level 
experience helping technology companies execute on growth opportunities. 
 
Prior to founding Azini Capital Nick worked for LMS Capital, the venture capital division of London 
Merchant Securities plc. He has also held senior operational positions in Mondex International (part of 
MasterCard International) where he founded and was CEO of the MULTOS business, Mars Electronics 
International (a part of the Mars Group) and Twiflex Limited (part of GKN and Tomkins). Nick has a 
Master’s Degree in Mechanical Engineering (M.Eng) from the University of Bristol. 
 
Nick is also on the boards (as a NED) of Kalibrate Technologies plc, 1Spatial plc and a number of other private 
companies. 
 
André Brown 
Co-Founder and Chief Executive Officer 
 
André, the cofounder and chief executive officer of the Company, has over 25 years’ experience in 
developing innovative technologies. He has been instrumental in the development of the Existing 
Group and has helped to grow its customer base from zero to a list of well-known names in the retail 
arena. 
 
Previous positions include group mergers & acquisitions director for Nettec plc, strategic alliances 
director for MAID plc, chief executive officer of the ecommerce division of Dialog plc and one of the 
leaders of the team that originally brought Adobe Acrobat to the UK marketplace. 
 
André holds a BSc. in economics from the London School of Economics and qualifications in corporate 
finance and marketing innovative technologies from the London Business School and Harvard Business 
School, respectively. 
 
 
 
Mark Johnson 
Chief Financial Officer 
 
Mark joined the Company in August 2015. He has been Finance Director of several entrepreneurial 
and high-growth businesses, and has over 20+ years of commercially driven experience. Before joining 
ATTRAQT, Mark was Commercial Director at Celador Entertainment, the internationally renowned 
media firm, where he oversaw all the finance, legal and back-office functions including all M&A. 
 
Mark has an honours degree in Accountancy and Financial Analysis from the University of Newcastle-
Upon-Tyne and has been CIMA qualified since 1995. 
    ATTRAQT Group PLC 
17 
 
Board of Directors 
for the year ended 31 December 2016 (continued) 
 
Ivor Dunbar 
Independent Non-Executive Director and Deputy Chairman 
 
Ivor is the chairman of Project Trust. He lives in London and was a nonexecutive director of Powa 
Technologies Limited (a financial technology company) and Bluefield Harrier Limited (a solar power 
company). 
 
Educated at Inverness Royal Academy and University College of Wales in Aberystwyth, Ivor has spent 
most of his professional career as an investment banker with Barclays de Zoete Wedd and Deutsche Bank. 
 
Ivor is a capital markets specialist and at Deutsche Bank he was head of global capital markets, co 
head of investment banking and a member of the executive committee of Deutsche Bank’s corporate and 
investment banking division. 
 
Ed Ewing 
Independent Non-Executive Director 
 
In a career spanning three decades, Ed has worked extensively as a senior executive in the technology, 
media and telecommunications sectors in management, sales and product/service development roles. 
 
Previous international roles have included working for Apple in Europe, strategic planning and 
programme director for Scoot.com plc and managing operations in Northern Europe for Quark Inc. 
He was responsible for establishing the digital division for global publisher Boat International Media, 
including successfully launching boatinternational.com and establishing it as one of the leading online 
market place for preowned superyachts. 
 
Along with advising a number of clients on strategy and business development, Ed has a portfolio of 
companies based in North Norfolk, and most recently he was instrumental in raising over £750,000 
in funding from the Heritage Lottery Fund and English Heritage to help secure the future of one of 
the UK’s youngest ancient monuments. 
 
Robert Fenner 
Non-Executive Director 
 
Robert is a partner in the international law firm Taylor Wessing LLP and has been a solicitor for 26 
years. He is a corporate lawyer specialising in advising companies on all aspects of corporate law 
including listings and mergers and acquisitions and has particular expertise in the technology sector.    ATTRAQT Group PLC 
18 
 
Corporate Governance Report 
for the year ended 31 December 2016 
 
 
The Board has reviewed the requirements of the UK Corporate Governance Code and although it is not 
statutorily mandatory to comply with the code the Group continues to work to implement it to the extent that it 
considers it appropriate to a company of its size and nature.  The remuneration and audit committees were 
established following the Company’s admission to AIM on 19 August 2014. 
 
The Board of Directors 
The details of the Group’s board, together with the audit and remuneration committees, are set out on pages 16 
to 17 and 20 to 22.  The board meets monthly and is responsible for the overall management of the Group’s long 
term strategy and objectives and monitoring of performance.  It oversees operations and ensures the 
maintenance of sound internal controls and risk management systems.  Certain matters are specifically reserved 
for the approval of the board, including approval of significant capital expenditure, material business contracts 
and corporate transactions. 
 
To enable the board to discharge its duties all directors receive appropriate and timely information.  The CEO has 
regular dialogue with all the directors and provides written updates to them at least twice a month. 
 
At the end of the year the board consisted of two executive directors, a non-executive chairman and three 
independent non-executive directors. 
 
Directors’ remuneration 
As set out on page 22 the remuneration of the executive directors is determined by the remuneration committee.  
The remuneration of the non-executive directors is determined by the chairman and the executive directors.  The 
directors recognise the importance of performance related incentives and executive directors are paid bonuses 
as deemed appropriate by the remuneration committee. 
 
Relations with shareholders 
The Group recognises the value of communications with its shareholders.  As well as the statutorily required 
news releases via the Stock Exchange, the Group issues updates on matters that it considers of interest to 
shareholders and the wider investing public.  It responds quickly to enquiries and requests from shareholders 
subject to the limitations of providing price sensitive information. 
 
All shareholders receive at least 21 days’ notice of the annual general meeting at which all the directors and the 
chairman are normally available to answer from shareholders attending the meeting. 
 
Accountability and audit 
Financial reporting 
The chief executive’s statement contains detailed reviews of the performance and financial position of the Group.  
The Group uses this and the directors’ report on pages 23 to 25 to present and explain the Group’s financial 
position and performance.  The directors’ responsibility for the financial statements is described on page 24. 
 
Internal control 
The board confirms that it has established the procedures necessary to implement the guidance set out in the 
Financial Reporting Council’s “Guidance on Risk Management, Internal Control and Related Financial and 
Business Reporting”.  The identification, evaluation and management of risk has been considered by the board.  
It is intended that this will continue to be kept under constant review and will be considered at each board 
meeting.  The board continues to take steps to embed internal control and risk management further into the 
operations of the business and to deal with areas of improvement which come to management and board 
attention.  
 
The directors acknowledge their responsibilities for the Group’s system of internal control.  Such a system can 
provide reasonable but not absolute assurance against material misstatement or loss. The board has considered 
the major business risks and the control environment.  Important control procedures, in addition to the day to day 
supervision of the business, include comparison of monthly management accounts to the budget. 
    ATTRAQT Group PLC 
19 
 
Corporate Governance Report 
for the year ended 31 December 2016 (continued) 
 
 
Audit committee and auditors 
The audit committee comprises Ivor Dunbar (chairman) and Ed Ewing, both non-executive directors.  The 
auditors of the Group may also attend part or all of each meeting and they have direct access to the committee 
for independent discussions, without the presence of an executive director, if required.  The audit committee may 
examine any matters relating to the financial affairs of the Group and the Group’s audit.  This includes reviews of 
the annual accounts and announcements, accounting policies, compliance with accounting standards, the 
appointment of auditors and their fees and other such related functions as the board may require. 
 
 
    ATTRAQT Group PLC 
20 
 
Audit Committee Report 
for the year ended 31 December 2016 
 
 
Audit committee:  composition and terms of reference 
 
The audit committee is chaired by Ivor Dunbar and its other member is Ed Ewing. The board has considered the 
independence of these directors and although Mr. Dunbar has a holding of 1.9% of the Company it considers 
him, and Mr. Ewing (who has a holding of 0.18% of the Company), to be independent non-executive directors.  It 
meets as required and specifically to review the Interim Report and Annual Report and to consider the stability 
and effectiveness of the internal control processes.   The audit committee reviews the findings of the external 
auditor and reviews accounting policies and material accounting judgements. 
 
The independence and effectiveness of the external auditor is reviewed annually.  The audit committee is able to 
meet separately with the external auditor without any executive director present to discuss their independence 
and objectivity, the Annual Report, any audit issues arising, internal control processes, appointment and fee 
levels and any other appropriate matters.  As well as providing audit related services the auditors also provide 
taxation advice.  Fees in respect of audit and tax service are disclosed in Note 6 of the Notes to the Group 
Financial Statements. Fees for non-audit services paid to the auditors are not deemed to be of such significance 
as to impair their independence and therefore the audit committee considers that the objectivity and 
independence of the auditors is safeguarded. 
 
Internal control 
 
The board is responsible for establishing and maintaining the Group’s system of internal control and for reviewing 
its effectiveness.  The system of internal control is designed to manage, rather than eliminate, the risk of failure of 
the achievement of business objectives and can only provide reasonable but not absolute assurance against 
material misstatement or loss. 
 
The audit committee monitors and reviews the effectiveness of the system of internal control and reports to the 
board when appropriate with recommendations. 
 
The main features of the system of internal control are: 
 A control environment exists through the close management of the business by the executive directors.  
The group has a defined organisation structure with delineated approval limits.  Controls are 
implemented and monitored by the executive directors. 
 The board has a schedule of matters expressly reserved for its consideration and this schedule includes 
acquisitions and disposals, major capital projects, treasury and risk management policies and approval of 
budgets. 
 The Group uses a detailed budgeting and forecasting process.  Budgets are prepared annually by the 
executive directors and submitted to the board for approval.  Forecasts, including cash flow projections, 
are updated at least quarterly to reflect changes in the business and are monitored by the board.  Actual 
results are monitored against the budget on a monthly basis, with variances highlighted to the board. 
 Financial risks are identified and evaluated for any major transactions for consideration by the board and 
senior management. 
 Standard financial control procedures are operated throughout the Group to ensure that the assets of the 
Group are safeguarded and that proper accounting records are maintained. 
 
    ATTRAQT Group PLC 
21 
 
Remuneration committee report 
for the year ended 31 December 2016 
 
 
Remuneration committee:  composition and terms of reference 
 
The remuneration committee is chaired by Ed Ewing and its other member is Ivor Dunbar, both of whom are 
independent non-executive directors. The Group’s chairman may attend committee meetings as an observer. 
The remuneration committee is expected to meet not less than once a year and at such other times as required. 
 
It has responsibility for determining, within the agreed terms of reference, the Group’s policy on the remuneration 
packages of the Group’s chief executive, chairman, and the executive directors, the Group secretary, senior 
managers and such other members of the executive management as it is designated to consider. The 
remuneration committee also has responsibility for determining (within the terms of the Group’s policy and in 
consultation with the chairman of the Board and/or the chief executive officer) the total individual remuneration 
package for each executive director, the Group secretary and other designated senior executives (including 
bonuses, incentive payments and share options or other share awards). The remuneration of non-executive 
directors is a matter for the chairman and executive directors of the Board. No director or manager is allowed to 
partake in any discussions as to their own remuneration. In addition, the remuneration committee has the 
responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of 
the Board and giving full consideration to succession planning. It also has responsibility for recommending new 
appointments to the Board. 
 
Policy on Executive Directors’ remuneration 
 
Executive remuneration packages are designed to attract and retain executives with the qualities and skills 
needed to run the group.  The Remuneration Committee recommends to the Board remuneration packages by 
reference to individual performance and uses the knowledge and experience of the Committee members, 
published surveys relating to AIM companies and data on companies of similar size and in similar industries. 
 
There are three main elements of the remuneration package for Executive Directors and staff: 
i. Basic salaries and benefits in kind 
Basic salaries are recommended to the Board by the Remuneration Committee, taking into account the 
performance of the individual and the rates for similar positions in comparable companies.  Benefits in 
kind comprising death in service and private medical insurance are available to all staff and Executive 
Directors. 
ii. Share options 
The Group operates a share option scheme for the Executive Directors and other employees to motivate 
those individuals through equity participation.  Exercise of share options under the scheme is subject to 
specified exercise periods and compliance with the AIM Rules. 
The scheme is overseen by the remuneration committee which recommends to the Board all grants of 
share options based on the Remuneration Committee’s assessment of personal performance and 
specifying the terms under which eligible individuals may be invited to participate. 
iii. Bonus Scheme 
The Group has a discretionary bonus scheme for staff and Executive Directors. 
 
Service contracts 
 
The executive directors are employed under service contracts requiring six months’ notice by either party.  Non-
executive directors and the chairman receive payments under appointment letters which are terminable by two 
months’ notice by either party.  The service contracts of the non-executive directors are made available for 
inspection at the AGM. 
    ATTRAQT Group PLC 
22 
 
Remuneration committee report 
for the year ended 31 December 2016 (continued) 
 
 
Policy on Non-Executive Directors’ remuneration 
 
Non-executive directors are paid a fee for services as a director. The fee, which is approved by the board, 
mindful of the time commitment and responsibilities of the role and of current market rates for comparable 
organisations and appointments.  All non-executive directors and the chairman are reimbursed for travelling and 
other incidental expenses incurred on Group business. 
 
The emoluments of the Directors were as follows (Audited):   
 
Year ended 31 December 2016 
Year ended 31 
December 2015 
Salary & 
Directors’ fees Benefits in kind Total Total 
£ £ £ £ 
Executive directors 
Andre’ Brown (i) 231,100 2,926 234,026 295,157 
Mark Johnson 100,833 - 100,833 23,974 
David Stirling (ii) - - - 115,125 
     
Non-executive directors 
Ivor Dunbar 5,000 - 5,000 - 
Ed Ewing 20,000 - 20,000 20,000 
Robert Fenner - - - - 
Nick Habgood (iii) 20,000 - 20,000 - 
D M Wagner (iv) - - - - 
     
Total 376,933 2,926 379,859 454,256 
 
No share option charges were recognised in respect of any directors in 2016. 
 
(i) Includes a discretionary bonus of £25,100 (2015: £50,000). 
(ii) Resigned 25 September 2015 
(iii) Nick Habgood is a partner in Azini Capital Partners, and the fee for his services is paid to Azini. See 
Note 19. 
(iv) Resigned 15 June 2016 
 
The above fees and emoluments exclude reimbursed expenditure incurred in the conduct of Group business. 
 
Relative importance of spend on pay 
 
The following shows the Group’s relative expenditure on employee pay compared to all other distributions: 
 
 
 
  
 2016  2015  
 £’000  £’000  
     
Employee remuneration costs 2,775 100% 2,033 100% 
Dividends paid on ordinary shares - 0% - 0% 
 2,775  2,033    ATTRAQT Group PLC 
23 
 
Directors’ report 
for the year ended 31 December 2016 
 
 
The directors present their report with the financial statements of the Group and the Company for the year ended 
31 December 2016. 
 
Results 
 
The Group made a loss after tax in 2016 of £1,791,000 (2015 - £652,000) on turnover of £3,569,000 (2015 - 
£2,911,000) representing a loss of £0.06 per share (2015: £0.03).  The net cash used in operating activities was 
£1,524,000 (2015 - £181,000). 
 
Dividends 
 
The board do not propose the payment of a dividend for the year. 
 
Directors 
 
The directors shown below either held office during the reporting period or to the date of this report: 
 
 Nick Habgood 
 André Brown 
 Ivor Dunbar 
 Edward Ewing 
 Robert Fenner 
 Mark Johnson 
 Dan Wagner (resigned 15 June 2016) 
 
Qualifying third party indemnity provisions 
 
The Group has granted an indemnity to one or more of its directors against liability in respect of proceedings 
brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party 
indemnity provision remains in force as at the date of approving the directors’ report. 
 
The Group purchases directors and officers insurance against their cost in defending themselves in legal 
proceedings taken against them in that capacity, and in respect of damages resulting from the unsuccessful 
defence of any proceedings. 
 
Financial instruments 
 
Details of the Group’s risk management objectives and policies together with its exposure to financial risk are set 
out in Note 3 to the financial statements. 
 
Going concern 
 
On 27 January 2017, the Group announced that it has entered a conditional agreement to acquire the whole of the 
issued share capital of Fredhopper B.V from SDL plc, for an aggregate cash consideration of £25 million. The 
Directors have received firm placing letters for the share issue of £27.5m announced on 30 January 2017, subject 
only to the existing Shareholders approval of the transaction and of the Group being readmitted to AIM. The 
Directors have received irrevocable undertakings from over 75 percent of existing shareholders to vote in favour of 
the resolution to proceed with the transaction at the General Meeting which is scheduled for 6 March 2017. 
 
As part of the readmission process the Directors have produced cashflow forecasts for the enlarged group that 
show the Group will have sufficient funds to continue as a going concern for a period of at least 12 months from 
the date of approval of these financial statements. The Directors are confident that the transaction will complete, 
though there can be no certainty. Should the transaction not complete, the Group would be faced with costs of 
approximately £1 million. Should this occur the Group would proceed to raise additional funds to pay these costs, 
though there is no certainty that these additional funds could be raised. 
 
 
 
   ATTRAQT Group PLC 
24 
 
Directors’ report 
for the year ended 31 December 2016 (continued) 
 
 
These conditions indicate there are material uncertainties that may cast significant doubt on the group and the 
company’s ability to continue as a going concern and, therefore, that the Group may be unable to realise its assets 
and discharge their liabilities in the normal course of business. The Directors consider that given the circumstances 
the transaction will complete as planned and therefore they have prepared the financial statements on a going 
concern basis.   
 
Events after the reporting period 
 
On 27 January 2017, the Group entered in to a conditional agreement to acquire the entire issued share capital of 
Fredhopper BV from SDL PLC for £25m less working capital adjustments and on 30 January the Group announced 
a conditional Firm Placing to raise £27.5 million (before expenses).  
 
The transaction is subject to the approval of Shareholders at the General Meeting scheduled to take place on 6 
March 2017. 
 
Listing 
 
The Group’s ordinary shares have been traded on the London Alternative Investment Market (AIM) since 19 
August 2014.  N+1 Singer are the Group’s nominated advisors and brokers.  The closing mid-market share price 
at 29 December 2016 was 51.6p. 
 
Statement of directors’ responsibilities 
 
Directors’ responsibilities 
The directors are responsible for preparing the strategic report, the directors’ report and the financial statements 
in accordance with applicable law and regulations.  
 
Company law requires the directors to prepare Group and Company financial statements for each financial year.  
Under that law the directors have elected to prepare the group and company 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 group and company and of the profit or loss of the group for that period.  The 
directors are also required to prepare financial statements in accordance with the rules of the London Stock 
Exchange for companies trading securities on the Alternative Investment Market.   
 
In preparing these financial statements, the directors are required to: 
 
 select suitable accounting policies and then apply them consistently; 
 
 make judgements and accounting estimates that are reasonable and prudent; 
 
 state whether they have been prepared in accordance with IFRSs as adopted by the European Union, 
subject to any material departures disclosed and explained in the financial statements; 
 
 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 
Group will continue in business. 
 
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 
Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and 
enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006.  
They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities. 
 
 
 
 
 
 
   ATTRAQT Group PLC 
25 
 
Directors’ report 
for the year ended 31 December 2016 (continued) 
 
 
Website publication 
 
The directors are responsible for ensuring the annual report and the financial statements are made available on a 
website.  Financial statements are published on the Group's website in accordance with legislation in the United 
Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in  
ther jurisdictions.  The maintenance and integrity of the Group's website is the responsibility of the directors.  The 
directors' responsibility also extends to the ongoing integrity of the financial statements contained therein. 
 
Key future developments 
 
The Group plans to continue its development of both the UK and North American markets building on its success 
in signing new clients in 2016. 
 
It will also continue the research and development of new products and product enhancements using its internal 
expertise and jointly with technology partners. The selection of developments to be undertaken is based on 
feedback from existing and prospective clients and prioritised according to the return they can be expected to 
generate. 
 
Statement as to disclosure of information to auditors 
 
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the 
Companies Act 2006) of which the Group’s auditors are unaware, and each director has taken all the steps that 
he ought to have taken as a director in order to make himself aware of any relevant audit information and to 
establish that the Group’s auditors are aware of that information. 
 
Auditors 
 
The auditors, BDO LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. 
 
Mark Johnson 
Director 
 
Date: 3 March 2017 
 
 
    ATTRAQT Group PLC 
26 
 
Independent Auditor’s report 
for the year ended 31 December 2016 
 
 
TO THE MEMBERS OF ATTRAQT GROUP PLC 
 
We have audited the financial statements of Attraqt Group Plc for the year ended 31 December 2016 which 
comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, 
the consolidated statement of cash flows, the consolidated statement of changes in equity, the company 
statement of financial position, the company statement of changes in equity and the related notes.  The financial 
reporting framework that has been applied in their preparation of the group financial statements is applicable law 
and International Financial Reporting Standards (IFRSs) as adopted by the European Union.  The financial 
reporting framework that has been applied in preparation of the parent company financial statements is 
applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting 
Practice).  
 
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006.  Our audit work has been undertaken so that we might state to the company’s members 
those matters we are required to state to them in an auditor’s report and for no other purpose.  To the fullest 
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the 
company’s members as a body, for our audit work, for this report, or for the opinions we have formed. 
 
Respective responsibilities of directors and auditors 
 
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the 
preparation of the financial statements and for being satisfied that they give a true and fair view.  Our 
responsibility is to audit and express an opinion on the financial statements in accordance with applicable law 
and International Standards on Auditing (UK and Ireland).  Those standards require us to comply with the 
Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors.  
 
Scope of the audit of the financial statements 
 
A description of the scope of an audit of financial statements is provided on the FRC’s website at 
www.frc.org.uk/auditscopeukprivate. 
 
Opinion on financial statements 
 
In our opinion:  
 
 the financial statements give a true and fair view of the state of the group’s and the parent company’s affairs 
as at 31 December 2016 and of the group’s loss 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’s financial statements have been properly prepared in accordance with United Kingdom 
Generally Accepted Accounting Practice; and 
 
 the financial statements have been prepared in accordance with the requirements of the Companies Act 
2006. 
 
Emphasis of matter – going concern 
 
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of 
the disclosures made in note 1 to the financial statements concerning the group and the company’s ability to 
continue as a going concern.  The completion of the acquisition of Fredhopper B.V. is conditional subject to the 
existing Shareholders approval of the transaction and of the Group being readmitted to AIM. Should the 
transaction not complete, the Group would be faced with costs of approximately £1 million. Should this occur the 
Group would proceed to raise additional funds to pay these costs, though there is no certainty that these 
additional funds could be raised. These conditions along with other matters disclosed in note 1 to the financial 
statements, indicate the existence of material uncertainties which may cast significant doubt about the group and 
the company’s ability to continue as a going concern.  The financial statements do not include the adjustments 
that would result if the group and company were unable to continue as going concerns.   ATTRAQT Group PLC 
27 
 
Independent Auditor’s report 
for the year ended 31 December 2016 (continued) 
 
 
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 directors’ report for the financial year for which the financial 
statements are prepared is consistent with the financial statements; and 
 
 The strategic report and directors’ report have been prepared in accordance with applicable legal 
requirements.  
 
Matters on which we are required to report by exception 
 
In 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. 
 
 
Andrew Viner (senior statutory auditor) 
For and on behalf of BDO LLP, statutory auditor 
London 
United Kingdom 
Date: 3 March 2017 
 
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 
 
   ATTRAQT Group PLC 
28 
 
Consolidated statement of comprehensive income 
For the year 31 December 2016 
 
  Year to 31 
December 
Year to 31 
December 
 Note 2016 2015 
  £’000 £’000 
    
    
    
Revenue 4 3,569 2,911 
    
Cost of sales  (490) (480) 
    
    
Gross profit  3,079 2,431 
    
Administrative expenses  (5,023) (3,045) 
Exceptional administrative expense 5 - (118) 
    
Total administrative expenses  (5,023) (3,163) 
    
    
Loss from operations 6 (1,944) (732) 
    
    
Finance income  2 - 
    
    
Loss before tax  (1,942) (732) 
    
Taxation 8 151 80 
    
    
Loss for the year  (1,791) (652) 
    
    
    
    
Other comprehensive income:    
Items that will be reclassified subsequently to profit or loss:    
Exchange differences on translation of foreign operations  14 (6) 
    
Total other comprehensive income/(loss)  14 (6) 
    
Total comprehensive loss for the year attributable to 
shareholders of the parent 
  
(1,777) 
 
(658) 
    
Loss per share attributable to the 
ordinary equity holders of the company   
 
 
    
Basic and diluted EPS 9 (6.6p) (3.1p) 
 
The notes on pages 33 to 51 form part of these financial statements. 
 
    ATTRAQT Group PLC 
29 
 
Consolidated statement of financial position 
As at 31 December 2016 
 
 
 Note 2016 2015 
  £’000 £’000 
    
Assets    
Non-current assets    
Property, plant and equipment  10 39 27 
Intangible assets  11 247 170 
    
  286 197 
Current assets    
    
Trade and other receivables 13 537 473 
Corporation tax receivable 13 214 61 
Cash and cash equivalents 3  1,157  2,996 
    
  1,908 3,530 
    
Total assets  2,194 3,727 
    
Liabilities    
Current liabilities    
Trade and other payables 14 774 700 
    
Total liabilities  774 700 
    
NET ASSETS  1,420 3,027 
    
Issued capital and reserves attributable to owners of 
the parent    
Share capital 16 269 269 
Share premium    4,253  4,253 
Merger reserve   1,457  1,457 
Share based payment reserve 17 647 477 
Foreign exchange reserve  (18) (32) 
Retained earnings  (5,188) (3,397) 
    
TOTAL EQUITY  1,420 3,027 
    
 
The financial statements were authorised for issue by the Board of Directors on 3 March 2017 and were signed 
on its behalf by: 
 
Mark Johnson 
Director 
 
Company Number 8904529 
 
The notes on pages 33 to 51 form part of these financial statements.    ATTRAQT Group PLC 
30 
 
Consolidated statement of cash flows 
for the year ended 31 December 2016 
 
 
The notes on pages 33 to 51 form part of these financial statements. 
 
 
 
  
 Note 2016 2015 
  £’000 £’000 
    
    
Cash flows from operating activities    
Loss for the year  (1,791)       (652) 
Adjustments for:    
Depreciation of property, plant and equipment 10 26           28 
Amortisation of intangible fixed assets 11 198         139 
Income tax credit         8   (151) (80) 
Share based payment expense 17 170          255      
Foreign exchange loss  14 (6) 
    
  (1,534) (316) 
    
    
Increase in trade and other receivables  (64)          (163) 
Increase in trade and other payables  74              160 
    
Cash used in operations  (1,524) (319) 
    
Income taxes received  - 138 
Interest  (2) - 
    
Net cash flows from operating activities  (1,526) (181) 
    
    
Cash flows from investing activities    
Purchases of property, plant and equipment 10 (38) (5) 
Development of intangibles 11 (275) (189) 
    
Net cash used in investing activities  (313) (194) 
    
Cash flows from financing activities    
Issue of ordinary shares, net of issue costs  - 3,064 
    
Net cash from investing and financing activities  (313) 2,870 
    
Net (decrease)/ increase in cash and cash equivalents  (1,839) 2,689 
Cash and cash equivalents at beginning of year  2,996 307 
    
Cash and cash equivalents at end of year         3 1,157 2,996 
      ATTRAQT Group PLC 
31 
 
Consolidated statement of changes in equity 
for the year ended 31 December 2016 
 
 
Share 
capital 
Share 
premium 
Merger 
reserve 
Share 
based 
payment 
reserve 
Foreign 
exchange 
reserve 
Retained 
earnings 
Total 
equity 
 £’000 £’000 £’000 £’000 £’000 £’000 £’000 
1 January 2015 206 1,252 1,457 222    (26) (2,745) 366 
Loss for the year - - - - - (652) (652) 
Translation of foreign entity - - - - (6) - (6) 
Total comprehensive Loss for the 
year - - - - (6) (652) (658) 
        
Contributions by and distributions 
to owners        
Share based payment charge - - - 255 - - 255 
Issue of share capital 63 3,222 - - - - 3,285 
Issue costs - (221) - - - - (221) 
Total contributions by and 
distributions to owners 63 3,001 - 255 - - 
 
3,319 
31 December 2015 269 4,253 1,457 477 (32) (3,397) 3,027 
        
Loss for the year - - - - - (1,791) (1,791) 
Translation of foreign entity - - - - 14 - 14 
Total comprehensive Loss for the 
year - - - - 14 (1,791) (1,777) 
        
Contributions by and distributions 
to owners        
Share based payment charge - - - 170 - - 170 
Total contributions by and 
distributions to owners - - - 170 - - 170 
31 December 2016 269 4,253 1,457 647 (18) (5,188) 1,420 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   ATTRAQT Group PLC 
32 
 
Consolidated statement of changes in equity 
for the year ended 31 December 2016 (continued) 
 
 
Reserves 
 
The following describes the nature and purpose of each reserve within equity: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The notes on pages 33 to 51 form part of these financial statements. 
Reserve Description and purpose 
  
Share premium Amount subscribed for share capital in excess of nominal value. 
Merger reserve The merger reserve results from the application of merger accounting on the 
merger of ATTRAQT Inc. and ATTRAQT Limited.  
Share based 
payment 
reserve 
The share based payment reserve represents equity settled share based 
employee remuneration until such share options are exercised. 
 
Foreign 
exchange 
reserve 
The difference arising on the translation of the assets and liabilities of the 
overseas subsidiary company into the functional currency of the Group. 
Retained 
earnings 
All other net gains and losses and transactions with owners (e.g. dividends) 
not recognised elsewhere.   ATTRAQT Group PLC 
33 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 
 
1.  Accounting policies 
 
 General information  
 
The principal activity of ATTRAQT Group PLC (“the Company”) and its subsidiaries (together “the Group”) is 
the development and provision of eCommerce site search, merchandising and product recommendation 
technology. 
 
The principal trading subsidiaries are ATTRAQT Limited and ATTRAQT Inc.  
 
The Company is a public limited company which is quoted on the Alternative Investment Market of the 
London Stock Exchange and is incorporated and domiciled in the UK. The address of the registered office is 
3 Waterhouse Square, 138 Holborn, London, EC1N 2SW. 
 
The registered number of the company is 8904529. 
 
 Basis of preparation 
 
The consolidated financial statements are for the year ended 31 December 2016.  They have been prepared 
in compliance with International Financial Reporting Standards (IFRSs) and IFRS Interpretations Committee 
(IFRIC) interpretations as adopted by the European Union as at 31 December 2016 and those parts of the 
Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements 
have been prepared under the historical cost convention and are presented in Sterling rounded to the 
nearest thousand except where indicated otherwise. 
 
A business combination is a ‘‘common control combination’’ if the combining entities are ultimately controlled 
by the same party (including the same individual shareholder or a group of shareholders acting together in 
accordance with a contractual arrangement) both before and after the combination and the common control 
is not transitory.  
 
For the purposes of the consolidated financial information, the initial creation of the ATTRAQT Group PLC 
group has been treated as a business combination involving entities under common control. Business 
combinations involving entities under common control fall outside the scope of IFRS 3: Business 
Combinations. In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, 
management have considered the pronouncements of other standard-setting bodies in developing an 
accounting policy for common control combinations. The group adopted the prevailing accounting treatment 
defined under UK Generally Accepted Accounting Practice at the time of the transaction as permitted under 
IFRS. 
 
 Going concern 
 
On 27 January 2017, the Group announced that it has entered a conditional agreement to acquire the whole 
of the issued share capital of Fredhopper B.V from SDL plc, for an aggregate cash consideration of £25 million. 
The Directors have received firm placing letters for the share issue of £27.5m announced on 30 January 2017, 
subject only to the existing Shareholders approval of the transaction and of the Group being readmitted to 
AIM. The Directors have received irrevocable undertakings from over 75 percent of existing shareholders to 
vote in favour of the resolution to proceed with the transaction at the General Meeting which is scheduled for 
6 March 2017. 
 
As part of the readmission process the Directors have produced cashflow forecasts for the enlarged group 
that show the Group will have sufficient funds to continue as a going concern for a period of at least 12 
months from the date of approval of these financial statements. The Directors are confident that the 
transaction will complete, though there can be no certainty. Should the transaction not complete, the Group 
would be faced with costs of approximately £1 million. Should this occur the Group would proceed to raise 
additional funds to pay these costs, though there is no certainty that these additional funds could be raised. 
 
    ATTRAQT Group PLC 
34 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
These conditions indicate there are material uncertainties that may cast significant doubt on the group and 
the company’s ability to continue as a going concern and, therefore, that the Group may be unable to realise 
its assets and discharge their liabilities in the normal course of business. The Directors consider that given 
the circumstances the transaction will complete as planned and therefore they have prepared the financial 
statements on a going concern basis. 
 
Changes in accounting policies 
 
The Directors continue to monitor the impact of future changes to the reporting requirements but do not 
believe the proposed changes will significantly impact the financial statements.  
 
At the date of authorisation of these financial statements, certain new standards, amendments and 
interpretations to existing standards applicable to the Group have been published but are not yet effective, 
and have not been adopted early by the Group.  
 
The Directors are aware that IFRS 15 Revenue from Contracts with Customers is effective on 1 January 2018. 
The directors have assessed the application of IFRS 15 and have concluded, once effective, the standard will 
not have a material impact on the results of the Group.   
 
       Basis of consolidation  
  
Where  the  company  has  control  over  an  investee,   it  is  classified  as  a  subsidiary.  The company 
controls an investee if all three of the following elements are present: power over the investee, exposure to 
variable returns from the investee, and the ability of the investor to use its power to affect those 
variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a 
change in any of these elements of control.  
  
The consolidated financial statements present the results of the company and its subsidiaries ("the 
Group") as if they formed a single entity. Intercompany transactions and balances between group companies 
are therefore eliminated in full.  
 
 Revenue 
 
Revenue represents sales to external customers at invoiced amounts less value added tax or local taxes on 
sales. Where work is completed at the year-end but not invoiced, the ATTRAQT Group accrues for this 
income. 
 
The Group derives the majority of its revenue from the provision of eCommerce services to online retailers 
which includes site search, merchandising and product recommendation technology.  These are recurring 
revenues that are recognised on a monthly basis. 
 
Revenue from services provided by the ATTRAQT Group is recognised when the ATTRAQT Group has 
performed its obligations and in exchange obtained the right to consideration which can be reliably 
measured and it is probable economic benefits will flow to the entity. 
If amounts have been invoiced in advance for services, these amounts are deferred until the service has 
been provided to the client at which point the income is recognised. Within the ATTRAQT Group income is 
recognised across two streams: 
 Recurring revenues – a monthly subscription fee is earned from customers to the software as a service 
platform. Operation of the service is provided for a fixed term. 
 One-off fees – work is undertaken for existing clients to expand or upgrade the service they receive and 
this is billed for separately.  Revenue is recognised on stage of completion on this work.  Stage of 
completion is calculated based on estimated hours to complete the work versus the number of hours 
already done. 
 
 
 
 
 
   ATTRAQT Group PLC 
35 
 
 Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
Foreign currency 
 
Transactions entered into by Group entities in a currency other than the currency of the primary economic 
environment in which it operates (the "functional currency") are recorded at the rates ruling when the 
transactions occur.  Foreign currency monetary assets and liabilities are translated at the rates ruling at the 
reporting date.  Exchange differences arising on the retranslation of unsettled monetary assets and liabilities 
are recognised immediately in profit or loss. 
 
On consolidation, the results of overseas operations are translated into Pounds Sterling at rates 
approximating to those ruling when the transactions took place. All assets and liabilities of overseas 
operations, including goodwill arising on the acquisitions of those operations, are translated at the rate ruling 
at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and 
the results of overseas operations at actual rate are recognised in other comprehensive income and 
accumulated in the foreign exchange reserve.  
 
 Exchange differences recognised in profit or loss in Group entities separate financial statements on the 
translation of long-term monetary items forming part of the Group’s net investment in the overseas operation 
concerned are reclassified to other comprehensive income and accumulated in the foreign exchange 
reserve on consolidation.  
 
Financial assets 
 
 Loans and receivables 
 
 These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in 
an active market.  They arise principally through the provision of services to customers (e.g. trade 
receivables), but also incorporate other types of contractual monetary asset.  They are initially recognised at 
fair value plus transaction costs that are directly attributable to their acquisition or issue, and are 
subsequently carried at amortised cost using the effective interest rate method, less provision for 
impairment.  
 
Impairment provisions are recognised when there is objective evidence (such as significant financial 
difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be 
unable to collect all of the amounts due under the terms receivable, the amount of such a provision being 
the difference between the net carrying amount and the present value of the future expected cash flows 
associated with the impaired receivable.  For trade receivables, which are reported net, such provisions are 
recorded in a separate allowance account with the loss being recognised within administrative expenses in 
the consolidated statement of comprehensive income.  On confirmation that the trade receivable will not be 
collectable, the gross carrying value of the asset is written off against the associated provision. 
 
From time to time, the Group elects to renegotiate the terms of trade receivables due from customers with 
which it has previously had a good trading history.  Such renegotiations will lead to changes in the timing of 
payments rather than changes to the amounts owed and, in consequence, the new expected cash flows are 
discounted at the original effective interest rate and any resulting difference to the carrying value is 
recognised in the consolidated statement of comprehensive income (operating profit). 
 
The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in 
the consolidated statement of financial position. Their carrying value approximates fair value at both 
reporting dates. 
 
Cash and cash equivalents 
 
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly 
liquid investments with original maturities of three months or less, and - for the purpose of the statement of 
cash flows - bank overdrafts.  
 
 
 
   ATTRAQT Group PLC 
36 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
Financial liabilities 
 
 Other financial liabilities  
 
Other financial liabilities include the following items: 
 
 Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and 
subsequently carried at amortised cost using the effective interest method. 
 Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated 
statement of financial position. 
 
Leases 
 
Where the risks and rewards of ownership of an asset are transferred to the group as lessee, the lease is 
treated as a finance lease. Other leases are treated as operating leases. Future instalments payable under 
finance leases net of finance charges are included in creditors with the corresponding asset values recorded 
in property, plant and equipment and depreciated over the shorter of their estimated useful lives or their 
lease terms. Lease payments are apportioned between the finance element, which is charged to the income 
statement as interest, and the capital element, which reduces the outstanding obligation for future 
instalments. 
 
Payments under operating leases are charged to the statement of comprehensive income on a straight line 
basis over the lease term. 
 Share capital 
 
Financial instruments issued by the Group are classified as equity only to the extent that they do not meet 
the definition of a financial liability or financial asset. 
 
The Group’s ordinary shares are classified as equity instruments. 
 
Income taxes 
 
Current income tax assets and liabilities comprise those obligations to fiscal authorities in the countries in 
which the Group carries out its operations. They are calculated according to the tax rates and tax laws 
applicable to the fiscal period and the country to which they relate. All changes to current tax liabilities are 
recognised as a component of tax expense in the income statement unless the tax relates to an item taken 
directly to equity in which case the tax is also taken directly to equity. Tax relating to items recognised in 
other comprehensive income is recognised in other comprehensive income.   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   ATTRAQT Group PLC 
37 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
Deferred taxation 
 
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the 
consolidated statement of financial position differs from its tax base, except for differences arising on: 
 
 the initial recognition of goodwill; 
 the initial recognition of an asset or liability in a transaction which is not a business combination and at 
the time of the transaction affects neither accounting or taxable profit; and 
 investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of 
the reversal of the difference and it is probable that the difference will not reverse in the foreseeable 
future. 
 
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will 
be available against which the difference can be utilised. 
 
The amount of the asset or liability is determined using tax rates that have been enacted or substantively 
enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are 
settled/(recovered).  
 
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current 
tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax 
authority on either: 
 
 the same taxable Company; or 
 different Company entities which intend either to settle current tax assets and liabilities on a net basis, 
or to realise the assets and settle the liabilities simultaneously, in each future period in which significant 
amounts of deferred tax assets or liabilities are expected to be settled or recovered. 
 
Segmental reporting 
 
For the purpose of IFRS 8, the chief operating decision maker takes the form of the Board of Directors. The 
Directors’ opinion is that the business of the group is to provide cloud based E-commerce solutions.  Based 
on this, there is considered to be one reportable segment. The internal and external reporting is on a 
consolidated basis with transactions between group companies eliminated on consolidation. Therefore, the 
financial information of the single segment is the same as that set out in the consolidated statement of 
comprehensive income, the consolidated statement of changes in equity, the consolidated statement of 
financial position and statement of cash flows. 
 
  
    ATTRAQT Group PLC 
38 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
 Internally generated intangible assets (development costs) 
 
Expenditure on internally developed products is capitalised if it can be demonstrated that: 
 
 it is technically feasible to develop the product for it to be sold; 
 adequate resources are available to complete the development; 
 there is an intention to complete and sell the product; 
 the Group is able to sell the product; 
 sale of the product will generate future economic benefits; and 
 expenditure on the project can be measured reliably. 
 
Capitalised development costs are amortised over three years. The amortisation expense is included within 
administrative expenses in the consolidated statement of comprehensive income.  
 
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal 
projects are recognised in the consolidated statement of comprehensive income as incurred. 
 
 Impairment of assets 
 
Assets that are subject to depreciation or amortisation 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. The 
recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes 
of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable 
cash flows. 
 
Property, plant and equipment 
 
Items of property, plant and equipment are initially recognised at cost.  As well as the purchase price, cost 
includes directly attributable costs and the estimated present value of any future unavoidable costs of 
dismantling and removing items.  The corresponding liability is recognised within provisions.  
 
Property plant and equipment is depreciated over its estimated useful economic life taking into account their 
residual values. The estimated useful economic life of these assets is: 
 
 Plant and machinery - 4 years 
 Fixtures and fittings - 4 years 
 
Share based payments 
 
The Group has issued share options to certain employees, in return for which the Group receives services 
from those employees. The fair value of the employee services received in exchange for the grant of the 
options is recognised as an expense. 
 
The total amount to be expensed is determined by reference to the fair value of the options granted including 
any market performance conditions (for example the Group’s share price) but excluding the impact of any 
service or non-market performance vesting conditions (for example the requirement of the grantee to remain 
an employee of the Group). 
 
Non market vesting conditions are included in the assumptions regarding the number of options that are 
expected to vest. The total expense is recognised over the vesting period. At the end of each period the 
Group revises its estimates of the number of options expected to vest based on the non-market vesting 
conditions. It recognises the impact of any revision in the income statement with a corresponding adjustment 
to equity. 
 
 
 
   ATTRAQT Group PLC 
39 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
2.  Significant accounting judgements and estimates 
 
The Group makes certain estimates and assumptions regarding the future.  Estimates and judgements are 
continually evaluated based on historical experience and other factors, including expectations of future  
 events that are believed to be reasonable under the circumstances.  In the future, actual experience may 
differ from these estimates and assumptions.  The estimates and assumptions that have a significant risk of 
causing a material adjustment to the reported results or the carrying amounts of assets and liabilities within 
the next financial year are discussed below. 
 
Share based payments 
 
Share options are recognised as an expense based on their fair value at date of grant. The fair value of the  
options is estimated through the use of a valuation model – which require inputs such as the risk-free  
 interest rate, expected dividends, expected volatility and the expected option life – and is expensed over the 
vesting period. Some of the inputs used to calculate the fair value are not market observable and are based 
on estimates derived from available data, such as employee exercise behaviour and employee turnover. 
 
 Capitalisation and impairment of development costs 
 
It is a requirement under IFRS that development costs that meet the criteria prescribed in the standard are 
capitalised. The assessment of each project requires that a judgement is made as to the commercial viability 
and the ability of the Group to bring the product to market.  Where there is an event or change in circumstance 
in relation to such judgement, the Group must make an estimate of the expected future economic benefits to 
determine that assets are not impaired. 
 
3.  Financial instruments - Risk Management 
 
The Group is exposed through its operations to the following financial risks: 
 
 Credit risk 
 Foreign exchange risk 
 Liquidity risk 
 
In common with all other businesses, the Group is exposed to risks that arise from its use of financial 
instruments.  This note describes the Group's objectives, policies and processes for managing those risks 
and the methods used to measure them.  Further quantitative information in respect of these risks is 
presented throughout these financial statements. 
 
There have been no substantive changes in the Group's exposure to financial instrument risks, its 
objectives, policies and processes for managing those risks or the methods used to measure them from 
previous periods unless otherwise stated in this note. 
 
Principal financial instruments 
 
The principal financial instruments used by the Group, from which financial instrument risk arises, are as 
follows: 
 
 Trade receivables  
 Cash and cash equivalents 
 Trade and other payables 
 
 
 
 
 
 
 
   ATTRAQT Group PLC 
40 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
3.  Financial instruments - Risk Management (continued) 
 
A summary of the financial instruments held by category is provided below. 
 
 
Financial assets 
 
 
 
2016 
 
 
2015 
 £’000 £’000 
   
Current   
Trade receivables 340 369 
Other receivables 85 14 
   
 425 383 
   
Cash and cash equivalents  1,157  2,996 
   
 
All financial assets held by the Group at 31 December 2016 are classified as cash and cash equivalents or 
loans and receivables and there is no difference between the carrying amount and the fair value. 
 
Financial liabilities   
 2016 2015 
 £’000 £’000 
   
Trade payables 203 83 
Other payables 189 338 
   
 392 421 
   
All financial liabilities held by the Group at 31 December 2016 are classified as held at amortised cost. 
 
General objectives, policies and processes 
 
The Board has overall responsibility for the determination of the Group's risk management objectives and 
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and 
operating processes that ensure the effective implementation of the objectives and policies to the 
Company's Chief Executive Officer.  The Board receives quarterly reports from the Company Chief Financial 
Officer through which it reviews the effectiveness of the processes put in place and the appropriateness of 
the objectives and policies it sets. 
 
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly 
affecting the Group's competitiveness and flexibility.  Further details regarding these policies are set out 
below: 
 
Credit risk 
 
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails 
to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales.  It is Group 
policy, implemented locally, to assess the credit risk of new customers before entering contracts.  Such 
credit ratings take into account local business practices.  
 
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For 
banks and financial institutions, only independently rated parties with minimum rating "A" are accepted. 
 
Further disclosures regarding trade and other receivables are provided in note 13. 
 
 
   ATTRAQT Group PLC 
41 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
3.  Financial instruments - Risk Management (continued) 
 
Cash at bank 
 
A significant amount of cash is held with the following institutions: 
 
   2016 2015 
   £’000 £’000 
     
 Barclays Bank Plc  1,136 2,987 
 Citibank  21 9 
     
On 8 January 2015 the Group obtained an overdraft facility with Barclays Bank for up to £50,000.  This is 
available for immediate drawdown.  It is secured over the assets of ATTRAQT Limited. 
 
Foreign exchange risk 
 
Foreign exchange risk arises when the Group enters into transactions denominated in a currency other than 
the functional currency.  The Group's policy is, where possible, to allow entities to settle liabilities 
denominated in their functional currency (primarily Sterling Pounds) with the cash generated from their own 
operations in that currency.   
 
 In order to monitor the continuing effectiveness of this policy, the CEO reviews a monthly forecast, analysed 
by the major currencies held by the Group, of liabilities due for settlement and expected cash reserves. 
 
 Liquidity risk 
 
Liquidity risk arises from the Group's management of working capital.  The Group manages the risk that it 
will encounter difficulty in meeting its financial obligations as they fall due by forecasting its short term cash 
position on a regular basis. 
 
The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when 
they become due.  To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet 
expected requirements for a period of at least 30 days. 
 
The Board receives rolling 12-month cash flow projections on a quarterly basis as well as information 
regarding cash balances.  At the end of the financial year, these projections indicated that the Group 
expected to have sufficient liquid resources to meet its obligations under all reasonably expected 
circumstances. 
 
In the management of liquidity risk, the group monitors and tries to maintain a level of cash and cash 
equivalents deemed adequate by management to finance the Group’s operations and mitigate the effects of 
fluctuations in cash flows.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   ATTRAQT Group PLC 
42 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
3.  Financial instruments - Risk Management (continued) 
 
The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of 
financial liabilities: 
 
       
   Between Between Between  
  Up to 3 3 and 12 1 and 2 2 and 5 Over 
  months months years years 5 years 
 At 31 December 2015 £’000 £’000 £’000 £’000 £’000 
       
 Trade and other payables 421 - - - - 
       
 Total 421       - - - - 
       
   Between Between Between  
  Up to 3 3 and 12 1 and 2 2 and 5 Over 
  months months years years 5 years 
 At 31 December 2016 £’000   £’000 £’000 £’000 £’000 
       
 Trade and other payables 362 30    
       
 Total 362 30 - - - 
       
       
 
    ATTRAQT Group PLC 
43 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
4.  Revenue 
 
    
 
Revenue arises from the rendering of services 2016 2015 
 
 £’000 £’000 
 
   
 
Recurring revenues 3,205 2,652 
 
One-off fees 364 259 
 Total rendering 
3,569 2,911 
  
There are three customers contributing 12%, 9% and 8% respectively to Group revenues. The Directors are 
not concerned about the continuance of these relationships.  
 
 Geographical split of revenue 
2016 2015 
  
£’000 £’000 
  
  
 UK 
3,279 2,785 
 North America 
290 126 
 Total revenue 
3,569 2,911 
    
 
The Group reports geographical revenue based on the revenue of the relevant statutory billing entity. 
 
5. Exceptional administrative expenses 
 
 There were no exceptional administrative expenses for 2016 (2015: £118,000 being (i) £61,000 of costs 
incurred in respect of the secondary purchase of 5,000,000 shares in December 2015 done in conjunction 
with the December 2015 placing of 6,316,346 new shares on AIM, and (ii) £57,000 of costs related to the 
non-recurring award of a bonus to Andre Brown regarding the IPO in 2014 and the placing in December 
2015.) 
 
6.  Loss from operations 
 
 Loss from operations is taken after taking account of the following items: 
 
    
  2016 2015 
  £’000 £’000 
    
 Employee benefits (see note 7) 2,775 2,033 
 
Depreciation of property, plant and equipment  26 28 
 Amortisation of intangible assets 198 139 
 Operating lease expense 335 209 
 Research and Development costs expensed 198 139 
    
 Audit and non-audit services:   
    
 Fees payable to the company’s auditors for the audit of the 
Group annual accounts: 
  
 - Company annual accounts 18 16 
 - Group annual accounts 31 27 
 Fees payable to the company’s auditor and its associates for 
other services: 
  
 Tax services 10 8 
      ATTRAQT Group PLC 
44 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
7.  Employee benefit expenses 
 
    
  2016 2015 
  £’000 £’000 
 Staff costs (including directors) comprise:   
    
 Wages and salaries 2,480 1,837 
 Social security contributions and similar taxes 295 196 
    
  2,775 2,033 
    
    
The charge related to share based payments in 2016 was £170,000 (2015 - £255,000) 
 
 
Key management personnel compensation 
 
 Key management personnel are those persons having authority and responsibility for planning, directing and 
controlling the activities of the Group, which comprises only the directors of the company. 
 
  2016 2015 
  £’000 £’000 
    
 Salary, Director fees, bonus and benefits in kind 380 380 
 Share based payments (i) - 74 
    
  380 454 
    
(i) Relates to David Stirling who resigned as a director on 25 September 2015. 
 
The Employer’s National Insurance contributions expensed in the period relevant to the Key management 
personnel compensation was £52,000 (2015: £52,000). 
  
The remuneration of the highest paid director is shown in the report of the Remuneration Committee. 
 
 
Staff Numbers 
 
 The average monthly number of employees, including Directors and individuals employed by the Group are 
as follows: 
  2016 2015 
    
 Sales 11 9 
 Technical 24 15 
 Management (including directors) 7 6 
 Administration 2 1 
    
  44 31 
    
    
 
    ATTRAQT Group PLC 
45 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
8.  Income tax credit 
 
  2016 2015 
  £’000 £’000 
    
 Current tax credit   
 Current tax on loss for the year (151) (61) 
 Adjustment to tax in respect of previous periods - (19) 
    
 Total tax credit (151) (80) 
    
    
 
The reasons for the difference between the actual tax charge for the year and the standard rate of 
corporation tax in the United Kingdom applied to profits for the year are as follows: 
 
  2016 2015 
  £’000 £’000 
    
 Loss for the year  (1,942) (732) 
    
 Expected tax charge based on the standard rate of United 
Kingdom corporation tax at the domestic rate of 20% (2015 
-  20.3%)  (389) (148) 
    
 Expenses not deductible for tax purposes  37  17 
 Depreciation for period (less than)/in excess of capital allowances  (13) (7) 
 Unrelieved tax losses arising in the period  124  86 
 Additional deduction for R&D expenditure  (119) (85) 
 Adjustment to tax in respect of previous periods  -  (19) 
 Surrender of tax losses for R&D tax credit refund  92  66 
 Other deductions arising in the period  117  10 
    
 Total tax credit  (151) (80) 
    
 
9.  Loss per share 
    
    
  2016 2015 
 Numerator £’000 £’000 
    
 Loss for the year and loss used in basic and diluted EPS (1,791) (652) 
    
    
 Denominator   
    
 Weighted average number of shares used in basic and diluted 
EPS 26,942,340 21,127,841 
    
    
 Loss per share – basic and diluted (6.6p) (3.1p) 
    
    
    
 
At the year end the Group had 1,341,680 exercisable share options (2015: 1,341,680), however in 
accordance with IAS 33 where there is a loss for the year, there is no dilutive effect of options and therefore 
there is no difference between the basic and diluted loss per share.   ATTRAQT Group PLC 
46 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
10.  Property, plant and equipment 
 
 2016  2015 
 
Plant and 
machinery 
Fixtures and 
fittings Total  
Plant and 
machinery 
Fixtures and 
fittings Total 
Cost £’000 £’000 £’000  £’000 £’000 £’000 
Balance at 1 
January 
 
194 
 
2 
 
196  
 
189 
 
2 
 
191 
Additions 36 2 38  5 - 5 
Balance at 31 
December 
 
230 
 
4 
 
234  
 
194 
 
2 
 
196 
        
Accumulated 
depreciation and 
impairments        
        
Balance at 1 
January 
 
167 
 
2 
 
169  
 
139 
 
2 
 
141 
Depreciation 
charge for the year 
 
 
26 
 
 
- 
 
 
26  
 
 
28 
 
 
- 
 
 
28 
Balance at 31 
December 
 
193 
 
2 
 
195  
 
167 
 
2 
 
169 
        
Net book value        
At 31 December 
 
37 
 
2 
 
39  
 
27 
 
- 
 
27 
At 31 December 
prior year 
 
27 
 
- 
 
27  
 
50 
 
- 
 
50 
        
 
 
 
11.  Intangible assets 
 
 
2016  2015 
 
Software  Software 
Cost 
£’000  £’000 
Balance at 1 January  
974  785 
Additions 
275  189 
Balance at 31 December  
1,249  974 
Accumulated amortisation 
   
Balance at 1 January 
804  665 
Amortisation charge for the year 
198  139 
 
Balance at 31 December 
1,002  804 
Net book value 
   
At 31 December 
247  170 
At 31 December prior year 
170  120 
    
   ATTRAQT Group PLC 
47 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
12.  Investments in subsidiaries 
 
As at 31 December 2016, the subsidiaries of ATTRAQT Group PLC, all of which have been included in these 
consolidated financial statements, are as follows:  
 
 Name of subsidiary 
Shareholding 
Country of incorporation 
and principle place of 
business 
Registered Office 
 ATTRAQT Limited 100% UK 3 Waterhouse Square 
138 Holborn 
London 
EC1N 2SW 
 ATTRAQT Inc. (held through 
ATTRAQT Limited) 
100% USA 125 South Clark 
Street 
17
th
 Floor 
Chicago 
IL 60603 
 
       Investments in subsidiaries, associates and joint ventures are held in the Statement of Financial Position of  
       the Company at historic cost less any allowance for impairment. 
 
13.  Trade and other receivables 
 
    
  2016 2015 
  £’000 £’000 
    
 Trade receivables 514 392 
 Less: allowance account for bad and doubtful debts  (174) (23) 
    
  340 369 
 Prepayments and accrued income 112 90 
 Corporation tax recoverable  214 61 
 Other receivables  85 14 
    
 Total trade and other receivables 751 534 
    
 Invoices for services rendered are due immediately on the rendering of the invoice, however the majority of 
customers settle debts within 45 days of the date of the invoice. 
 
As at 31 December 2016 trade receivables of £472,000 (2015: £384,000) were technically past due of which 
£174,000 were provided against (2015: £23,000). The carrying value of trade debtors relate to the 
customers with no history of default. Payment of the overdue receivables is expected in due course. The 
ageing analysis of these overdue receivables is as follows: 
  2016 2015 
  £’000 £’000 
    
 Up to 3 months 284 351 
 3 to 6 months 7 10 
 6 to 12 months 7 - 
 Over 12 months - - 
    
  298 361 
    
 
 
 
 
   ATTRAQT Group PLC 
48 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
13.  Trade and other receivables (cont.) 
 
 As at 31 December 2016 trade receivables of £174,000 (2015:  £23,000) were considered bad or doubtful. If 
fully impaired the amount of the debt would be written off from the allowance account. 
 
 Movements on the allowance account for bad and doubtful debts: 
 
  2016 2015 
  £’000 £’000 
    
 At 1 January 2016      23   3 
    
 Released during the year (21) (3) 
 Provided during the year 172 23 
    
 At 31 December 2016    174   23 
    
 
 The movement on the provision for impaired receivables has been included in administrative expenses in 
the consolidated statement of comprehensive income.  
 
Other classes of financial assets included within trade and other receivables do not contain impaired assets. 
 
 
14.  Trade and other payables 
 
  2016 2015 
  £’000 £’000 
    
 Trade payables 203 83 
 Accrued expenses 189 338 
 Deferred income 104 125 
 Other payables - tax and social security payable 278 154 
    
 Total trade and other payables 774 700 
    
 
15.  Deferred tax 
 
No deferred tax assets have been recognised due to uncertainties over their ultimate recoverability. 
 
16.  Share capital        
 
       
 Allocated, called up and fully paid 
 
  2016 2016 2015 2015 
  Number £’000 Number £’000 
      
 Ordinary shares of £0.01 
each 
    
 At 1 January 26,942,340 269 20,625,994 206 
 Shares issued for cash 
during the year 
 
- 
 
- 
 
6,316,346 
 
63 
      
 At 31 December 26,942,340 269 26,942,340 269 
        ATTRAQT Group PLC 
49 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
17. Share based payment 
 
The company operates an EMI share option scheme for employees. The options are valid for 10 years from 
the date of grant. After satisfaction of any performance condition included in the award the options will 
become exercisable on the earlier of any of the following events: 
 
- The third anniversary of the Date of Grant; 
- On a change of Control of the Company as defined in the Plan rules; 
- On a Sale or Disposal of the Company as defined in the Plan rules; or  
- Following the exercise of discretion by the Board. 
 
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during 
the year are as follows: 
 
 
The options outstanding at the year-end are set out below: 
   2016 2015 
Date of Grant Expiry Date  
Exercise 
Price (p) 
Share 
options 
(Number) 
Remaining 
life 
(Years) 
Share 
options 
(Number) 
Remaining 
life 
(Years) 
       
24 July 2013 24 July 2023 31.59 986,500 7    986,500 8 
29 May 2014 29 May 2024 31.59 177,590 8    177,590 9 
19 August 2014 19 August 2024 31.59 177,590 8    177,590 9 
25 September 2015 25 September 2025 50.00 1,360,889 9 1,360,889 10 
 
The company uses a Black Scholes model to estimate the cost of share options. 
 
The following information is relevant in the determination of the fair value of options granted in 2015. The 
assumptions inherent in the use of this model are as follows: 
 
 The option life is the estimated average period over which the options will be exercised. 
 There are no vesting conditions remaining which apply to the share options other than that they vest at 
the earlier of 3 years’ continued service with the Group. 
 No variables change during the life of the option (e.g. dividend yield remains zero). 
 Volatility has been calculated over the 5 year period prior to the grant date by reference to the daily share 
price of comparable listed companies. 
 Expectations of staff retention over the vesting period have been calculated by reference to the three 
year period prior to the grant date. 
 
  
 2016 WAEP 2015 WAEP 
 Number Price (pence) Number Price (pence) 
Outstanding at the beginning of the 
year 
 
2,702,569 
 
40.86 
 
1,341,680 
 
31.59 
Granted during the year  - - 1,360,889 50.00 
     
Outstanding at the year end  2,702,569 40.86 2,702,569 40.86 
     
Exercisable at the year end 1,341,680 31.59 1,341,680 31.59   ATTRAQT Group PLC 
50 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
17. Share based payment (cont.) 
 
No options were granted during the year. 
 
Options granted in 2015: 2015 
 
Date 25 September 2015  
No. 1,360,889  
Fair Value per Share (p) 42.0  
Share Price on Grant Date 
(p) 63.5  
Exercise Price (p) 50.0  
Vesting Period 3 Years  
Staff Retention Factor 90%  
5 Year Volatility 100%  
Risk Free Rate 0.583%  
Total Fair Value (£) 
514,783  
 
The total expense recognised during the year by the Group, for all schemes, was £170,000 (2015: 
£255,000).  
The weighted average remaining life of the options outstanding at the end of the year was 7.8 years (2015: 
8.8 years). 
No options were exercised during the year. 
 
18.  Leases 
 
Operating leases - lessee 
 
The total future value of minimum lease payments is due as follows: 
 
 Other operating leases:   
  2016 2015 
  £’000 £’000 
    
 Not later than one year 183 19 
 Later than one year and not later than five years - 5 
 Later than five years - - 
    
  183 24 
 
 
    ATTRAQT Group PLC 
51 
 
Notes forming part of the consolidated financial statements 
for the year ended 31 December 2016 (continued) 
 
 
19.  Related party transactions 
 
Trading transactions 
 
During the year Group companies entered into the following transactions with related parties who are not 
members of the Group. 
 
  Sales of goods Purchase of goods 
      
  2016 2015 2016 2015 
  £’000 £’000 £’000 £’000 
      
 Powa Technologies Limited (i) 30 129 33 169 
 Azini Capital Partners (ii) - - 20 - 
 Directors’ spouse (iii) - - 19 - 
 
  Amounts owed by related parties Amounts owed to related parties 
     
  2016 2015 2016 2015 
  £’000 £’000 £’000 £’000 
      
 Powa Technologies Limited (i) 5 12 17 17 
 Azini Capital Partners (ii) - - - - 
 Directors’ Spouse (iii) - - - - 
 
(i)    During the year Mr D M Wagner was a director of Powa Technologies Limited. 
(ii) Nick Habgood is a partner in Azini Capital Partners. 
(iii) Andre Brown’s spouse was paid a salary as Event Co-ordinator. 
 
 
None of the amounts above are secured against any assets of the Group. 
 
Sales of services to related parties were made at the Group's usual list prices. Details of the directors’ 
emoluments, together with the other related information, are set out in the Report of the Remuneration 
Committee.  
 
There are no other related party transactions. 
 
The Group made a provision in relation to bad debts for Powa Technologies Limited for £5,000. There were 
no other bad or doubtful debts in respect of related party debtors. No guarantee has been given or received 
during 2016 regarding related party transactions. 
 
 
20.  Events after the balance sheet date 
 
On 27 January 2017, the Group entered in to a conditional agreement to acquire the entire issued share capital 
of Fredhopper B.V from SDL plc for £25m less working capital adjustments and on 30 January the Group 
announced a conditional Firm Placing to raise £27.5 million (before expenses).  The net proceeds of the 
placing will be used primarily to fund the acquisition. 
 
Trading in the shares of the Group was suspended on 30 January 2017. The acquisition and the placing are 
conditional on the Group being readmitted to AIM. 
 
21.  Capital commitments 
 
At 31 December 2016 the Group had no capital commitments (2015:  £nil). ATTRAQT Group PLC - Company 
 
 52 
Company statement of financial position 
As at 31 December 2016 
 
 
     
     
 Note 2016  2015 
  £’000  £’000 
     
Non-current assets     
Investments 2 808  638 
     
Current assets     
Other receivables 3 3,606  3,813 
     
Total assets  4,414  4,451 
     
Current liabilities     
Trade and other payables 4 42  15 
     
Total liabilities  42  15 
     
Net assets  4,372  4,436  
     
     
Issued capital and reserves attributable to 
owners of the parent 
 
 
 
 
Share capital 5 269  269 
Share premium  4,253    4,253   
Share based payments reserve  647  477 
Retained earnings  (797)  (563) 
     
Total equity  4,372  4,436 
 
 
Company income statement 
 
As permitted by Section 408 of the Companies Act 2006, the income statement of the parent 
company is not presented as part of these financial statements. The parent company’s result after 
taxation for the financial year was a loss of £234,000 (2015: £218,000). 
 
The accompanying accounting policies and notes form an integral part of these financial statements. 
 
 
Mark Johnson 
Director 
Date: 3 March 2017 
  ATTRAQT Group PLC - Company 
 
 53 
Company statement of changes in equity 
for the year ended 31 December 2016 
 
 
 
 
Share 
capital 
Share 
premium 
Share 
based 
payment 
reserve 
Retained 
earnings 
Total 
equity 
 £’000 £’000 £’000 £’000 £’000 
      
      
1 January 2015 206 1,252 222 (345) 1,335 
      
Loss for the year - - - (218) (218) 
Total comprehensive Loss for 
the year - - - (218) (218) 
Share based payment reserve 
- - 255 - 255 
Issue of share capital 
63 3,001 - - 3,064 
      
31 December 2015 269 4,253 477 (563) 4,436 
      
Loss for the year - - - (234) (234) 
Total comprehensive Loss for 
the year - - - (234) (234) 
Share based payment reserve - - 170 - 170 
      
31 December 2016 269 4,253 647 (797) 4,372 
 
 
The following describes the nature and purpose of each reserve within equity: 
 
Reserve Description and purpose 
  
Share premium Amount subscribed for share capital in excess of nominal 
value. 
Share based payment reserve 
The share based payment reserve represents equity settled 
share based employee remuneration until such share options 
are exercised. 
Retained earnings All other net gains and losses and transactions with owners 
(e.g. dividends) not recognised elsewhere. 
 
 
The accompanying accounting policies and notes form an integral part of these financial statements 
   ATTRAQT Group PLC - Company 
 
 54 
Notes forming part of the Company financial statements 
for the year ended 31 December 2016 
 
1.   Accounting policies 
 
Basis of preparation 
The company financial statements have been prepared in accordance with Financial Reporting 
Standard 100 Application of Financial Reporting Requirements and Financial Reporting Standard 
101 Reduced Disclosure Framework.   
 
The principal accounting policies adopted in the preparation of the financial statements are set out 
below.  The policies have been consistently applied to all the years presented, unless otherwise 
stated. 
 
The financial statements have been prepared under the historical cost convention, and are in 
accordance with applicable accounting standards.  The following principal accounting policies 
have been applied. 
 
Expense recognition 
Expenditure is reported on an accruals basis. Operating expenses are recognised in the income 
statement upon utilisation of the service or at the date of their origin. 
 
Financial Assets 
Loans and receivables  
The Company’s other receivables comprise of loans and other receivables in the statement of 
financial position. Their carrying value approximates fair value at both reporting dates. 
 
Financial liabilities 
Other financial liabilities 
 
Other financial liabilities include the following items: 
  
 Trade payables and other short-term monetary liabilities, which are initially recognised at fair 
value and subsequently carried at amortised cost using the effective interest method. 
 
Disclosure exemptions adopted 
In preparing these financial statements the company has taken advantage of all disclosure 
exemptions conferred by FRS 101.  Therefore, these financial statements do not include: 
 
 certain comparative information as otherwise required by EU endorsed IFRS; 
 certain disclosures regarding the company's capital; 
 a statement of cash flows;  
 the effect of future accounting standards not yet adopted; 
 the disclosure of the remuneration of key management personnel; and 
 disclosure of related party transactions with other wholly owned members of the group headed 
by Attraqt Group Plc. 
  
 
2.   Investments 
 
    
 At 31 December  At 31 December 
 2016  2015 
 £’000  £’000 
    
As at 1 January 638  383 
Additions 170  255 
    
At 31 December 808  638 
 
  ATTRAQT Group PLC - Company 
 
 55 
Notes forming part of the Company financial statements 
for the year ended 31 December 2016 (continued) 
 
 
2.   Investments (continued) 
 
 As at 31 December 2016, the subsidiaries of ATTRAQT Group PLC are as follows:  
Name of subsidiary 
Shareholding 
Country of incorporation 
and principle place of 
business 
Registered Office 
ATTRAQT Limited 100% UK 3 Waterhouse 
Square 
138 Holborn 
London 
EC1N 2SW 
ATTRAQT Inc. (held 
through ATTRAQT 
Limited) 
100% USA 125 South Clark 
Street 
17
th
 Floor 
Chicago 
IL 60603 
 
Investments in subsidiaries, associates and joint ventures are held in the Statement of Financial 
Position of the Company at historic cost less any allowance for impairment. 
 
 
3.   Other receivables 
 
   
 2016 2015 
 £’000 £’000 
   
Amounts owed by group undertakings 3,557 3,768 
Prepayments 29 32 
Other receivables 20 13 
   
Total trade and other receivables 3,606 3,813 
   
The fair values of other receivables are not materially different to their carrying values. 
 
 
4.   Trade and other payables 
 
 2016 2015 
 £’000 £’000 
   
Trade payables 39 15 
Other payables 3 - 
   
Total trade and other payables 42 15 
   
All financial liabilities held by the Company at 31 December 2016 are classified as held at 
amortised cost. 
 
 
 
 
 
 
  ATTRAQT Group PLC - Company 
 
 56 
Notes forming part of the Company financial statements 
for the year ended 31 December 2016 (continued) 
 
 
5.   Share capital 
 
 Issued and fully paid Issued and fully paid 
 2016 2016 2015 2015 
 Number £’000 Number £’000 
Ordinary shares of £0.01 each     
At 1 January 26,942,340 269 20,625,994 206 
Other issues for cash during the year - - 6,316,346 63 
     
At 31 December 26,942,340 269 26,942,340 269 
     
 
 
6.  Share based payments 
 
 For details of the share based payments please refer to the Group note 17. 
 
 
7.  Financial instruments 
 
Categories of financial instrument 2016  2015 
 £’000  £’000 
    
Current    
Other receivables  3,557           3,768 
    
Total loans and receivables 3,557  3,768 
    
Trade and other payables 42  15 
    
Total trade and other payables 42  15 
    
 
8.    Cash balances 
 
ATTRAQT Group PLC does not hold bank accounts in its name. The Company’s cash flow 
movements have been disclosed as part of the group financial statements on page 30. 
 
   ATTRAQT Group PLC - Company 
 
 57 
Company Information 
for the year ended 31 December 2016 
 
 
Country of incorporation 
 
United Kingdom 
 
Legal form 
 
Public limited company 
 
 
Directors 
 
Nick Habgood 
André Brown 
Ivor Dunbar 
Edward Ewing 
Robert Fenner 
Mark Johnson 
 
 
Secretary and registered office 
 
M Johnson 
3 Waterhouse Square 
138 Holborn 
London 
EC1N 2SW 
 
Company number 
 
8904529 
 
Auditors 
 
BDO LLP, 55 Baker Street, London, W1U 7EU 
 
Bankers 
 
Barclays Bank Plc, Barclays Business Centre, 27 Soho Square, London, W1D 3QR 
 
Lawyers 
 
Taylor Wessing LLP, 5 New Street Square, London, EC4A 3TW