Report and 
financial statements  
Year ended 31
st
 December 2014 
Company Number 8904529 
© 2015 ATTRAQT Group PLC 
	
   	
    
 
 
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12 years of ATTRAQT 
	
  
	
  
	
    
 
 
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4 
Corporate statement 
 
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 visual 
merchandising disciplines within a single platform 
providing a dynamic, robust and scalable solution that 
delivers increased online revenue and reduced costs to 
retailers by enabling them to take total control of their 
online visual merchandising. 
	
  
    
 
 
5 
Contents 
4 Corporate statement 
5 Contents 
6 Key highlights 
7 Chairman’s statement 
Strategic report 
9 The FSM platform 
10 Case study 
11 Visual Merchandising the ATTRAQT way 
12 ATTRAQT’s competitive strategy 
13 Our growth strategy 
14 Black Friday statistics  
15 Our clients 
16 Case study 
17 KPIs 
19 Risks & mitigation 
21 CEO’s statement 
25 Case studies 
Governance 
28 Board of Directors 
32 Corporate governance report 
34 Audit committee report 
35 Remuneration committee report 
38 Directors report 
42 Report of independent auditors 
Company financial statements – ATTRAQT Group PLC – consolidated 
44 Statement of comprehensive income 
45 Statement of financial position 
46 Statement of cash flows 
47 Statement of changes in equity 
48 Notes forming part of the financial statements 
Company financial statements – ATTRAQT Group PLC – Company 
67 Company statement of financial position 
68 Company statement of changes in equity 
69 Notes forming part of the Company financial statements 
72 Company information 
    
 
 
6 
Key highlights 
 
• Revenue up 32% from £1.58m to £2.09m 
 
• Recurring monthly revenue increased by 
  30% to £1.92m 
 
• Momentum in the sales process with 36 new 
clients added 
 
• Maintained gross margin at 81% 
 
• US sales operation coming on-stream with 
  6 new US clients 
 
• 35 new client implementations, bringing the total 
live sites to 110 
 
• Platform usage up by 41% 
 
• Admission to AIM, raising £1.25m 
 
• Very strong performance during Black Friday and 
the Christmas period 
 
 
 
 
We are very pleased with the 
strong progress in 2014 – the 
management team is clearly 
delivering to plan and we are 
confident in the outlook for 2015 
and beyond. 
Dan Wagner 
Co-Founder and Chairman
 
    
 
 
7 
Chairman’s statement 
Dan Wagner, Co-Founder and Chairman, February 2015 
 
As a newly listed PLC, I am 
delighted with the performance 
of the Company and its 
management team. We have had 
a fantastic year signing 36 new 
clients and taking our client 
roster to 87 clients, with 110 live 
sites. 
 
The Group is experiencing 
growing demand from major 
retail players seeking to 
significantly improve their 
conversion rates, customer 
retention and increase the 
average value of orders. 
 
ATTRAQT’s powerful 
merchandising software delivers 
significant value to retailers as 
demonstrated by the recent 
success of Black Friday where 
the business saw client usage of 
its Freestyle Merchandising 
platform increase to over 6 times 
the normal rate. 
 
More significantly, the average 
conversion rate rose to 5%, 
which is a 50% increase over a 
normal Friday (3.3%) and the 
number of transactions was 
630% higher than normal. 
 
On Black Friday, the Platform 
served 2.8m unique users in a 
single day, an increase of 245% 
on a normal day, together with a 
107% increase in activity 
compared with the same period 
in 2013. Furthermore, Cyber 
Monday and Boxing Day, 
although not as busy as Black 
Friday but themselves key trading 
days, also saw very high levels of 
activity. 
 
The trends we are seeing across 
the Platform are very exciting. Not 
only have we significantly 
increased the number of 
customers on the Platform, but 
their reliance on our software is 
also increasing.  
 
Importantly, the return on 
investment delivered by our 
software to our customers 
continues to grow. Our two 
largest clients saw online revenue 
delivered through the Platform 
increase by 56% and 58% 
respectively in 2014. Beyond 
these two clients, the average 
increase in online revenue 
delivered through the Platform to 
the rest of the Group’s client base 
in 2014 was 23%. 
 
This has flowed through into a 
solid set of results for the year, 
demonstrating top line growth of 
32% to £2.09m with a modest 
increase in EBITDA loss, reflecting 
our investments in the Platform 
and operations of the business. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2015 has started 
well for ATTRAQT 
and the Board 
looks to the future 
with confidence. 
Dan Wagner 
Co-Founder and Chairman 
    
 
 
8 
Strategic report 
    
 
 
9 
The Freestyle Merchandising platform 
Innovative provider of visual merchandising, site search and product 
recommendation technology 
 
ATTRAQT provides a SaaS 
merchandising platform to 
retailers called Freestyle 
Merchandising. The platform acts 
as a plugin for a retailer’s 
eCommerce site and provides 
tools to enable retailers to 
merchandise effectively. 
 
Freestyle Merchandising enables 
retailers to control how their 
products are merchandised 
through their eCommerce sites 
including site search, product 
recommendations, category 
pages, product detail pages, 
check-out basket, email, order 
tracking and in-store devices. 
 
Merchandising can be 
implemented using business 
rules, dynamically using 
behavioural data, and manually or 
any combination of these. 
 
Freestyle Merchandising uses 
Balance Factor technology 
developed by ATTRAQT, which 
applies a weighting to metrics 
such as popularity, price, colour, 
stock availability and trend etc. to 
determine the sequence in which 
products are displayed. 
 
Implementation of Freestyle 
Merchandising provides 5 core 
benefits to retailers: 
 
• 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 
their products are 
merchandised online 
 
• removes the reliance on 
internal IT to make visual 
merchandising changes on 
the eCommerce site 
 
• productivity gain from 
their visual merchandising 
team. 
ATTRAQT has approximately 
90 retail clients 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, Heals, 
Laura Ashley and Superdry, 
as well as smaller boutique 
retailers such as Joseph, Lulu 
Guinness, Myla and Wolf & 
Badger. 
 
The company continues to 
invest in maintaining its 
platform at the leading edge 
of visual merchandising, and 
released 8 platform upgrades 
during 2014.  
In addition to platform 
developments, the company also 
released a new product in Q4 
called ATTRAQTMail™. The 
product allows retailers to 
merchandise to customers 
through their current email 
marketing systems. 
 
According to Experian’s 2013 
Email Marketing Study, 
personalised promotional emails 
were shown to increase revenue 
six times higher in comparison 
to non-personalised emails.  
 
 
We are expecting great 
things from ATTRAQTMail 
 
A key feature of ATTRAQTMail is 
that it is both personalised and 
provided in real-time. This 
means that the email is 
personalised when it is opened, 
not when it is sent. 
 
ATTRAQT has an exciting 
development roadmap for 2015, 
including the company’s new in-
memory performance 
technology. Tests have been very 
promising and the technology is 
due for release in Q1.   
 
 
10 
F&F Clothing at Tesco 
Case study 
 
 
The Client: One of the “big four’, Tesco 
was a pioneer in supermarket clothing 
when it launched household name 
Florence & Fred in 2006. Since then the 
brand has expanded globally, with a 
particular focus on pursuing 
international growth and establishing 
multi-channel leadership in all of its 
markets. 
 
The Challenge: With more than 7,000 
products in its clothing portfolio, Clothing 
at Tesco needed to offer shoppers the 
ability to find their favourite products fast 
in order to ensure maximum basket 
values and conversion rates. However, a 
cumbersome system was inhibiting the 
company’s ability to deliver the accurate 
and personal results and 
recommendations shoppers expect. 
 
The Solution: ATTRAQT Freestyle 
Merchandising has given Clothing at 
Tesco the ability to provide highly 
relevant recommendations at every point 
across the user journey. Intelligent 
algorithms mean that recommendations 
are adjusted in real time as shoppers 
search and click through the store. 
 
The Result: A faster, more relevant 
service for shoppers, delivering better 
conversions and higher order values 
across the product range.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ATTRAQT provided a 
solution that is easy to 
use and delivers results. 
Until we launched with 
ATTRAQT our systems 
just couldn’t achieve 
what we needed to do.” 
Mark Wakeley,  
Change Manager, Tesco 
   
 
 
11 
Visual Merchandising the ATTRAQT way 
ATTRAQT Freestyle Merchandising allows retailers to optimise product positioning 
and tailor content to different markets, to target and convert global customers 
 
ATTRAQT’s advanced online 
Search and Visual Merchandising 
solutions make it easy to apply 
traditional creative visual 
merchandising techniques online.  
The unique flexibility of ATTRAQT 
allows merchandisers the 
freedom to fully control the 
product mix and sequencing of 
products to produce optimum 
sales results, just as they would in 
store.  
 
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. 
 
 
How ATTRAQT works 
 
Visual merchandising 
• Intelligent Visual Merchandising - 
using the drag and drop 
collections, retailers can 
effortlessly curate their product 
offering to their audience.  
• ATTRAQT’s Balance Factor 
technology enables a 
merchandiser to fully 
automate dynamic product-
sequencing based on 
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 their 
tailored product database. It 
results 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. 
 
ATTRAQTMail™ 
• Dynamic product 
recommendations that can be 
easily added to retailer emails. 
Recommendations can be 
generated using specific 
products by curating 
collections, or retailers can use 
Balance Factor technology to 
push products dynamically 
using metrics including stock 
availability, newness, price, style 
and many more. 
 
• Content can be set to generate 
at the point of opening, not just 
at the point of sending – 
meaning content is truly 
dynamic. 
 
• Alternative products will replace 
items that fall out of stock, so 
retailers are never left with 
incomplete emails and won’t 
waste sales opportunities by 
pushing unavailable products.  
   
 
 
12 
ATTRAQT’s competitive strategy 
 
Freestyle Merchandising acts as a plugin for a 
retailer’s existing eCommerce platform, providing 
merchandising tools that enable retailers to 
merchandise more effectively. 
 
The Company’s competitive strategy includes: 
 
 
 
 
    
 
 
13 
Our growth strategy
 
 
Built into the company’s DNA is the concept of developing 
innovative technology and turning it into easy to use products. 
 
The company has used this approach to successfully develop 
the market for its product Freestyle Merchandising and gain 
approximately 90 clients. 
 
The three-year strategy funded by the AIM listing comprises 
five elements: 
	
   	
    
 
 
14 
Black Friday statistics 
“Black Friday” is the Friday following Thanksgiving Day in the United States (the fourth 
Thursday of November) 
 
 
Since the early 2000s, it has been regarded as the 
beginning of the Christmas shopping season in the 
US, and most major US retailers offer promotional 
sales. 
 
Although a US invention, the Black Friday 
phenomenon has started to make an appearance in 
the UK over the last few years and in 2014 it was 
certainly a significant event. 
 
The company had thoroughly prepared for Black 
Friday and was pleased to see that its merchandising 
platform performed to plan despite the exceptional 
load. 
 
The platform stats from Black Friday included: 
• Platform usage was over 6 times higher than normal 
 
• Average conversion rate rose to 5%, which was a 
50% increase over a normal Friday (3.3%) 
 
• Number of transactions was 630% more than 
normal 
 
• Served 2.8m unique users, an increase of 245% on 
a normal day 
 
• 107% increase in activity compared with the same 
period in 2013 
We have seen considerable 
increases in the activity levels of 
clients using ATTRAQT Freestyle 
Merchandising. The success of our 
Freestyle Merchandising platform 
in delivering improved outcomes 
for our customers is most 
significantly demonstrated by the 
high conversion rates (5.8%) across 
our top twenty customers - one 
customer was as high as 22%.  
 
Our merchandising solution, which 
provides increased operational 
efficiency for our clients, is 
particularly beneficial during 
periods of heavy trading such as 
the Christmas period.  
André Brown 
CEO of ATTRAQT Group PLC 
 
 
 
    
 
 
15 
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. 
 
 
 
 
 
 
“ATTRAQT's product and accessory recommendations ensure that customers have 
quick access to the outfits they seek. It's about offering convenient service, helping 
customers to choose the ideal look for them, and ultimately increasing conversion 
rates and order values by pointing them towards extra products that will 
complement their main choices.” 
Mark Wakeley 
Change Manager at Tesco 
    
 
 
16 
Wolf & Badger 
Case study 
 
The Client: Since its beginnings in 2009, 
Wolf & Badger has expanded 
dramatically to feature hundreds of the 
hottest names in fashion, jewellery and 
interior design. The company’s 
eCommerce site has become a 
cornerstone in its merchandising 
strategy, significantly growing sales and 
brand recognition since its launch. 
 
The Challenge: Wolf & Badger needed 
to recreate its powerful and unique in-
store experience in the digital space. 
The right solution had to be integrated 
into a custom made platform, providing 
the ability to handle thousands of 
products across more than 200 
independent brands, whilst maintaining 
simplicity and speed for visitors. 
 
The Solution: Wolf & Badger 
implemented ATTRAQT’s Freestyle 
Merchandising platform, including its 
sophisticated search, merchandising and 
product recommendation capabilities.  
 
This comprehensive mix is controlled via 
a single user-friendly control panel, 
giving eCommerce Managers the 
capacity to enhance the merchandising 
strategy whilst remaining fully engaged 
with other areas of business. 
 
The Result: A visually compelling, 
responsive customer offering that 
reflects the unique brand and drives 
outstanding sales and conversion rates. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100% 
sales increase 
 
50%+ 
conversion increase 
 
On-site time up 
Bounce rates down   
 
 
17 
Key performance indicators 
 
The Company uses key performance 
indicators (KPIs) to measure progress in the 
business. These indicators provide visibility 
of both our financial and strategic 
performance.  
 
 
    
 
 
18 
 
 
 
 
    
 
 
19 
Risks & mitigation 
Principal risks and uncertainties 
 
Competitive risk 
The growth in eCommerce has 
resulted in a significant increase in 
software companies seeking to supply 
online retailers with enabling 
technology. The Directors are not 
aware of any directly comparable 
competitor offering all three elements 
of the Company’s platform in a SaaS 
package. The Directors believe having 
all three elements makes it easier for 
the Company 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 company’s 
technology. 
 
Loss of key clients 
The loss of key clients is always a 
potential threat. However, the 
company 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 
company invests in extensive client 
support and training to ensure users 
are able to use the platform 
effectively and c) the company also 
invests in account management and 
professional services to ensure that 
clients renew their commercial 
arrangements with the company. 
 
Platform outage 
As a provider of a SaaS service, the 
Company relies on its hosting 
partners to provide an uninterrupted 
service. The Company mitigates this 
risk by using fault-tolerant load-
balanced Cloud services to ensure 
uninterrupted service. 
 
 
Recruitment and retention 
As with any fast growing software 
business, the Company’s growth 
strategy is predicated on hiring 
people who will be effective in 
realising its growth ambitions. 
This means sales and marketing 
hires as well as the technical 
people that expand capacity (in 
terms of getting sites live) are 
crucial to drive the Company’s 
revenue base. The Directors 
believe that, over the last two 
years, the Company 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 Company offers, 
the Company’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 
Company’s services. 
 
The company seeks to mitigate 
such risks by: a) signing clients on 
12-month contracts and b) 
continually considering new 
market opportunities. 
 
  
Technological risk 
The Company operates in an 
industry where competitive 
advantage is heavily dependent 
on technology. It is possible that 
technological development may 
reduce the importance of the 
Company’s function in the 
market. To remain competitive, 
the Company continues to 
enhance and improve the 
responsiveness, functionality, 
accessibility and other features 
of its software, services and 
technologies. 
 
Intellectual property 
The Company’s intellectual 
property rights are important 
assets. The Company 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 Company 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 Company’s right to 
such knowledge, information and 
technology. 
 
   
 
 
20 
 
To the extent that the Company’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 
Company’s brand, technologies and/or 
databases without compensating the 
Company.  
 
The Company 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 Company to lose part 
of its competitive advantage. 
 
Any misappropriation of the Company’s 
intellectual property could have a 
materially adverse effect on the 
Company’s business, financial condition 
or operating results.  
 
Furthermore, the Company 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 Company’s rights. 
   
 
 
21 
 
 
 
 
 
 
 
 
 
 
 
 
 
CEO’s statement  
André Brown, Chief Executive Officer, 26
th
 February 2015 
 
Introduction 
We are very pleased with the strong 
operational and financial progress 
achieved by ATTRAQT during 2014. 
We have grown our customer base 
significantly, adding important 
marquee names to our client roster, 
further building the volume of 
recurring revenue.  
 
The focus on our production 
processes earlier in the year has 
paid off with a significant increase in 
the number of new client sites being 
delivered in 2014. Success in sales 
and production has contributed to 
the growth in revenue, which we 
expect to see continue in 2015.  
 
We have made some significant 
enhancements to the Platform 
during the year and have an 
exciting development programme 
for 2015. In addition, we are 
working on a number of important 
technology partnerships to extend 
the functionality of the Platform 
and to expand the use of our 
technology into new market 
segments. 
 
Business model 
The Company’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 sign up for a 
minimum of 12 months but some 
larger clients sign up for a longer 
period of 2-3 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 loyalty is strong 
and churn is typically less than 5% of 
revenue per annum, with most clients 
automatically renewing at the end of 
the contractual term. This rate 
remains the same throughout the 
year, on an annualised basis. 
 
Growth strategy 
The Company’s current objective is to 
become the merchandising platform 
of choice for online retailers in 
Western Europe and the US with the 
longer-term aim of taking on more 
global capacity. 
    
 
 
22 
ATTRAQT’s business plan is simple 
and scalable, founded on 5 key 
elements: 1) Focus on sales and 
marketing to grow client base and 
volume of recurring revenue; 2) 
Expand the company’s productive 
capacity to keep pace with 
accelerating sales; 3) Develop 
strategic partnerships – both sales 
and technology – to accelerate sales 
growth and extend our product 
offering; 4) Extend the capabilities of 
the Platform through continued 
investment in platform development, 
adding new features and creating 
new products to create new revenue 
streams; and 5) Identify new markets 
and new ways to repurpose our 
technology. 
 
Review of sales & operations 
The Company has continued to grow 
the client-base in the year, adding 36 
new clients in the UK and the US 
(2013: 31) worth £0.89m on an 
annualised basis. These included 
important marquee names such as 
Ben Sherman, Cotton Traders, 
Heals, JD Williams, Kate Spade, 
Screwfix, Warehouse, Wilkinson 
and White Stuff – bringing the total 
number of clients by the end of 
December 2014 to 87 (2013: 60). 
 
The average value of new client 
contracts signed in 2014 has 
increased by 45% to £24,700, 
reflecting the clear return on 
investment we can demonstrate for 
our products, the growing maturity of 
the sales team and process and the 
increasing size of our typical customer. 
 
Production also performed well in 
2014, with the Company delivering 35 
new client sites during the year 
bringing the total live sites to 110 by 
year end. The Company also started 
24 new site builds at the end of 2014 
which are scheduled to be delivered in 
2015.  
It is also pleasing to see existing 
clients trusting the Company to do 
follow on project work, such as 
RWD (responsive web design) 
projects and search auto-complete 
projects during 2014.  
 
The Company’s investment in 
excellent client service continues 
to pay dividends through low 
customer churn rates. We have 
achieved renewals from major 
clients, including BT Directories 
and Nectar both having  been 
clients since 2005, as well as Laura 
Ashley, Paperchase and Tesco 
Clothing. 
 
Interesting client 
implementations during the year 
included the following: 
 
Ellis Brigham decided to leverage 
the ‘check-out page’ by tempting 
customers to add extra items to 
their basket just before they pay. 
During Christmas trading, Ellis 
Brigham used the tools within 
Freestyle Merchandising to make 
sure the first two products in the 
‘recommendation zone’ were £10 
and £20 gift vouchers. This was a 
huge success as customers were 
triggered to buy gift vouchers 
where they normally would not 
have thought to do so. 
 
Life Style Sports recently went live 
with an 'iPad Ambassador’ program 
where in-store sales staff were 
supplied iPad tablets loaded with 
ATTRAQT’s Freestyle 
Merchandising solution. These 
devices are then deployed as an 
alternative browsing and check-out 
channel. The functionality 
replicates the main website which, 
in-store, allows for a wider range of 
products to be considered, 
alleviates stock issues, enables  
  
greater interaction with the customer 
and ultimately offers a more 
streamlined check out process. 
Customer feedback was very positive – 
they particularly liked the integration 
and ease of purchase and delivery. 
 
US expansion  
ATTRAQT has continued to focus on 
its US expansion plans following the 
establishment of a sales office in New 
York at the end of 2013. During 2014, 
we have successfully added 6 new US 
clients; Cufflinks.com, Ghurka, Kate 
Spade, Revolve Clothing, St. 
Bernards Sports Inc, and 1800 
Wheelchairs. The Company recently 
hired a senior sales person together 
with a telemarketer as part of its plans 
to continue the expansion of the US 
operation.  
 
Platform enhances and product 
development 
Platform enhancements and 
product developments increase the 
competitive strength of the 
Platform, with developments being 
largely driven by customer demand 
and trends in the market. In 
particular, 2014 saw the continuing 
development of the Platform with 
eight upgrades being deployed 
during the year.  
 
These releases included additional 
functionality such as improved 
currency and language support and 
options to synchronise product 
collections between sites. Other 
enhancements included increasing 
the performance and functionality of 
the Platform, integrating “A-B testing” 
to allow retailers to split site traffic to 
test different merchandising 
strategies, enhanced search 
capabilities and increased reporting 
functionality.   
 
 
23 
Market developments 
Online retail is a very competitive and 
high profile industry that is constantly 
evolving as retailers find new ways to 
drive conversion rates and increase 
customer loyalty.  
 
A new and developing market trend 
has been the move by retailers away 
from the automated ‘black-box’ 
method of providing product 
recommendations. The black box 
method works by blindly processing 
data through an algorithm, which 
neither provides an explanation for its 
recommendations nor allows the 
retailer to make adjustments to the 
recommendations.  
 
The market trend is towards a more 
nuanced approach that allows the 
retailer interaction with the 
recommendations being made and 
in particular to extend their 
merchandising strategies into those 
recommendations – a move which 
plays to the core strength of the 
Platform.  
 
One of the other big developments 
we have seen in the market is the 
move to multi-channel with retailers 
such as Tesco Clothing adopting in-
store tablets and kiosks, and to 
internationalisation; with clients 
such as Superdry rolling out 20 
international sites.  
 
The big challenge for both multi-
channel and internationalisation is 
how to ensure consistency of 
merchandising across channels and 
countries – something at which the 
Board believes ATTRAQT particularly 
excels through its Platform. We will 
continue to monitor market trends 
and enhance the Platform to ensure 
it meets customers’ needs.  
  
 
Financial review 
Total revenue was marginally 
ahead of expectations, having risen 
by 32% to £2.09m (2013: £1.58m) 
as new customers were added and 
existing customers launched 
additional sites. The recurring 
monthly revenue, which represents 
90% of total Group revenue also 
rose by 30% from £1.48m to 
£1.92m and the Exit Rate (year-
end annualised billing) for 2014 
was up 42% at £2.36m.  
   
The Group recorded losses before 
tax and at the EBITDA level, both at 
levels in line with management 
expectations. Losses before tax 
increased to £1.53m (2013: 
£0.56m), predominantly as a result 
of the AIM flotation expenses, the 
higher ongoing costs associated 
with the Company’s public listing 
and investing to grow the business. 
EBITDA losses rose to £0.74m 
(2013: £0.39m), driven by the 
investment in the US sales 
operation and in expanding the 
productive capacity of the 
Company. ATTRAQT continues to 
invest in technical enhancements 
to the existing product offerings 
and in new products. Some of this 
cost is capitalised but some is 
absorbed as part of the operating 
costs of the business.  
 
Admission to AIM 
As a UK-based technology 
company, AIM feels like the natural 
home for ATTRAQT. The Company 
spent the first half of 2014 
preparing for its admission to the 
AIM market, which was successfully 
completed on 19
th
 August 2014. 
 
We are proud of ATTRAQT’s 
progress to date, having achieved a 
great deal over the last 12 years, 
since our founding in 2003. We now 
have a strong portfolio of clients and 
believe that by joining AIM, we will 
have an increased profile with future 
customers and better access to funds, 
allowing us to further develop the 
Company both domestically and 
internationally.  
 
The capital raised on IPO, £1.25m 
before expenses by way of a share 
subscription, is being used to fund 
expansion of the US sales team, 
increase the productive capacity of the 
business and increase the 
functionality of the core platform. 
 
Outlook 
We are very pleased with the strong 
progress we have made in 2014. The 
management team is delivering to 
plan and we are gaining traction with 
leading retailers both in the UK and 
US, securing an increasing number of 
larger customers as retailers look for a 
means to grow their online revenues 
and interact with their customers in a 
more personalised manner. 
 
• There is real momentum in the 
sales process and we see this 
continuing into 2015.  
 
• The Platform is performing well, 
having coped with a significant 
increase in Platform usage in 2014 
compared to 2013 without 
affecting performance. 
 
• Our production processes are 
becoming more efficient, enabling 
the Company to support the 
increasing volume of new clients 
being signed. 
 
• The US sales operation continues 
to show good progress, having 
signed six new clients from a 
standing start.  
   
 
 
24 
 
  
• We have maintained our high 
margin and low revenue churn. 
With a strong pipeline of new 
business opportunities for 2015, 
and an increasingly sophisticated 
merchandising platform, we are 
confident in the ongoing success of 
ATTRAQT and in the outlook for 
2015 and beyond. 
 
 
 
With a strong pipeline 
of new business 
opportunities for 2015, 
and a sophisticated 
merchandising 
platform, we are 
confident in the 
ongoing success of 
ATTRAQT and in the 
outlook for 2015 and 
beyond. 
André Brown 
Chief Executive Officer 
   
 
 
25 
Prezzybox 
Case study 
 
The Client: An entirely virtual store, 
Prezzybox focuses on the market for 
online gift sales.  
 
As such, it depends on its ability to 
delivery fast, relevant orders to every 
visitor in order to maximise conversions 
and revenue. 
 
The Challenge: Before discovering 
ATTRAQT, Prezzybox was spending 
thousands of man-hours on manual 
merchandising, impacting on operating 
costs and risking a high margin for error.  
 
The brand needed a new solution that 
would tackle these issues and generate 
real returns, whilst ensuring that the 
customer experience remained second 
to none. 
 
The Solution: Prezzybox uses the entire 
Freestyle Merchandising portfolio across 
Search, Visual Merchandising and 
Recommendations.  
 
A key feature is the Balance Factor 
technology which enables Prezzybox to 
balance its product placement strategy 
with the current business priorities for 
optimised revenue. 
 
The Result: Freestyle Merchandising 
has achieved the ideal mix of improved 
sales and conversions with cost savings, 
resulting in significantly increased 
revenue for Prezzybox. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100% 
revenue growth in 2012 
 
65% 
sales increase in 2013 
 
45% 
revenue increase in 2014   
 
 
26 
Life Style Sports 
Case study 
 
The Client: Carrying more than 60 
sports performance and sports fashion 
brands across 64 stores, Life Style Sports 
expanded into ecommerce in 2012. Key 
to the company’s online strategy is the 
need to reflect its clever in-store 
merchandising techniques in the digital 
arena. 
 
The Challenge: A huge number of 
products and categories were impossible 
for Life Style Sports to control within its 
own eCommerce platform. A flexible 
solution was needed, as was a simple 
user interface that could integrate 
seamlessly into everyday merchandising 
activities. The system needed to deliver 
the highly targeted visual merchandising 
strategies that Life Style Sports 
customers expect and respond to. 
 
The Solution: Freestyle Merchandising 
provides sophisticated facet navigation 
that aligns to the individual customer’s 
search priorities – for example, style, 
colour or functionality. Intelligent Search, 
Type-Ahead and Synonyms have been 
deployed to enhance the search 
experience, whilst ATTRAQT’s Balance 
Factor technology enables specific 
merchandising strategies according to 
the time of day. 
 
The Result: As well as concrete revenue 
generation, Life Style Sports can now do 
more with less, respond to customer 
demands and stand out from 
competitors. 
 
 
 
 
 
 
 
 
 
 
 
 
33% 
conversion increase 
 
  
The system is just 
unbelievable: it’s a super 
product representing 
great value for money. 
The ROI is there and 
there’s a concrete 
business case for it. 
Gordon Newman 
Head of eCommerce, Life Style Sports   
 
 
27 
Governance 
    
 
 
28 
Board of directors      
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dan Wagner  
Co-Founder and Chairman 
Dan is a veteran British internet entrepreneur and businessman who founded 
M.A.I.D. plc (Market Analysis Information Database) in 1984 – a pioneer in on-line 
information services. M.A.I.D. was listed on the London Stock Exchange in 1994 
and on NASDAQ the following year and went on to become the world leader in 
online information capturing 26% of the world market before being sold in early 
2000 to Thomson Reuters.  
 
In 1998, Dan founded Venda Limited – a pioneer in ‘cloud based’ or ‘On Demand’ 
eCommerce - which became the European market leader before being sold in 
June 2014 to NetSuite Inc. (a US based, NYSE listed, Cloud Software market 
leader).   
 
In 2003, Dan set up ATTRAQT with André Brown to improve search and 
merchandising in web based platforms and services. 
 
Most recently, Dan set up Powa Technologies PLC, a mobile eCommerce and 
retail point of sale platform for brands and merchants in which he has the role of 
Chairman and Chief Executive Officer.  
 
 
André Brown  
Co-Founder and Chief Executive Officer 
André, the Co-Founder 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 Company 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. 
 
 
 
   
 
 
29 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
David Stirling 
Chief Financial Officer 
David is an experienced Chief Financial Officer with a successful track record in 
charge of finance for several entrepreneurial businesses, mainly in the 
technology sector, including roles as Finance Director of two AIM listed 
companies (Haemocell plc and Brightview plc). He has been the Chief Financial 
Officer of Bright Station Ventures since 2011. He has handled fund-raising, 
corporate restructuring and M&A work. In the last 10 years, he has also been 
finance director of two private equity funded, eCommerce businesses which both 
exited in trade sales. David has been an investor in the Company since 2013. 
 
David has an honours degree in commerce from Heriot Watt University and is a 
fellow of the Chartered Institute of Management Accountants. 
 
 
Ivor Dunbar 
Independent Non-Executive Director and Deputy Chairman 
Chairman of the audit committee and member of the remuneration committee 
Ivor is the Chairman of Project Trust.  He lives in London and is a Non- Executive 
Director of Powa Technologies Ltd., a financial technology company and Bluefield 
Harrier Ltd., 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 until recently with Deutsche Bank. 
 
Ivor is a capital markets specialist and at Deutsche he was Head of Global Capital 
Markets, Co-Head of Investment Banking and a member of the Executive 
Committee of Deutsche’s Corporate and Investment Banking Division. 
 
Ivor is a Patron of the National Trust for Scotland and his interests include 
fishing, shooting and racing classic cars. 
 
Ed Ewing 
Independent Non-Executive Director 
Chairman of the remuneration committee and member of the audit committee 
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   
 
 
30 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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 places for pre-owned superyachts. 
 
Along with advising a number of clients on strategy and business development, 
Ed has a portfolio of successful companies based in North Norfolk, where he now 
lives, 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 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 24 years.  
 
He is a corporate lawyer specialising in advising companies on all aspects of 
corporate law including listings and mergers and acquisitions. 
 
 
Management team 
 
David Phillips 
Chief Technology Officer 
David has more than 25 years' experience in the software technology sector, 
including almost 10 years with eCommerce software. David joined the Company 
in 2013 as Chief Technology Officer where his main responsibilities lie in product 
development, platform management and technical client relationships. David has 
a wealth of experience in business, working for established public companies, as 
well as founding several of his own companies. 
 
 
Mark Turner 
Chief Commercial Officer 
Mark joined the Company in 2010 as Head of Sales. His main responsibility within 
this role is to boost the commercial growth of the business through new 
business and account development. Mark has considerable international 
experience having spent a substantial amount of his career based in the US and 
is well placed within the Company after spending a number of years as the 
regional and business development director of various companies, including 
Dialog Corp, Profound and MAID plc.   
 
 
31 
 
 
 
 
 
 
 
 
 
 
 
Matt Conacher 
Head of Technology 
Matt joined the Company in 2004 as the Company's first software engineer and 
has over a decade of web development experience, particularly in retail, having 
previously worked for John Lewis. He is the co-architect of the Company's 
Freestyle Merchandising platform and has been vital in supporting the 
Company's initial customers through the process of integrating the Company's 
software into their systems. 
 
 
Bernadine Venter 
Chief Operating Officer 
Bernadine joined the Company in 2009 before the launch of the Freestyle 
Merchandising platform. Prior to this, she worked on the technical solutions 
team at a South African supply chain business, developing the skills she now uses 
in the management of all of the new client implementations on Freestyle 
Merchandising and overseeing the development, support and production teams. 
Bernadine uses her technical and business process knowledge to promote the 
Company's service offering to potential and existing clients and partners. 
 
 
    
 
 
32 
Corporate governance report      
 
This is the first set of accounts prepared 
by the Group as an AIM listed company.  
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 is working 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 and so are in their first 
year of operation. 
 
1. The Board of Directors 
The details of the Group’s board, 
together with the audit and 
remuneration committees, are set out 
on pages 28 to 30 and 34 to 37. The 
board meets quarterly 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 
updates 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. 
 
  
2. Directors’ remuneration 
As set out on pages 35 to 37 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. 
 
3. 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 of the directors 
and the chairman are normally 
available to answer questions from 
shareholders attending the meeting. 
 
4. Accountability and audit 
a) 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 
38 to 41 to present and explain the 
Group’s financial position and 
performance.  The directors’  
responsibility for the financial 
statements is described on page 40. 
 
b) Internal control 
The board confirms that it has 
established the procedures 
necessary to implement the 
guidance set out in “Internal control: 
Guidance for Directors on the 
Combined Code”.  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 confirms the procedures 
necessary to comply with the 
provisions of the Code, including the 
guidance of Turnbull, have been in 
place throughout the year ended 31 
December 2014 and up to the date 
of the directors’ report.  It 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. 
 
c) Audit committee and auditors 
The audit committee comprises Ivor 
Dunbar (chairman) and Ed Ewing,    
 
 
33 
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. 
     
 
 
34 
Audit committee report 
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 
2.4% of the Company it considers him, 
and Mr Ewing, 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. The Company 
paid fees of £60,000 to BDO LLP in 
respect of their services as reporting 
accountants for the Company’s 
admission to AIM on 19 August 2014. 
Since that date 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 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. 
 
   
 
 
35 
Remuneration committee report 
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 Company’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 Company’s policy on the 
remuneration packages of the 
Company’s chief executive, chairman, 
and the executive directors, the 
company 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 Company’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 company 
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: 
 
• 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. 
 
• 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. 
 
• 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. 
 
Policy on Non-Executive 
Directors’ remuneration 
One non-executive director 
receives a fee for his services as a 
director, 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. 
   
 
 
36 
The emoluments of the Directors were as follows: 
 
Year ended 31 December 2014
 
Year ended 31 December 2013
 
 
Salary & Directors’ fees (£)
 
Benefits in kind (£)
 
Total (£)
 
Total (£)
 
Executive directors
 
    
André Brown
 
218,400
 
1,192
 
219,592
 
206,055
 
David Stirling
 
68,590
 
1,775
 
70,365
 
-
 
Non-Executive directors
 
   
Dan Wagner
 
-
 
-
 
-
 
-
 
Ivor Dunbar
 
-
 
-
 
-
 
-
 
Ed Ewing
 
7,359
 
-
 
7,359
 
-
 
Robert Fenner
 
-
 
-
 
-
 
-
 
Totals
 
294,349
 
2,967
 
297,316
 
206,055
 
David Stirling, Ivor Dunbar and Edward Ewing joined the board on 19
th
 August 2014. The above fees and 
emoluments exclude reimbursed expenditure incurred in the conduct of Group business. 
 
Directors’ interests in shares 
 
Year ended 31 December 2014
 
Year ended 31 December 2013 (see note)
 
André Brown
 
 
3,280,000
 
 
3,280,000
 
Ivor Dunbar
 
 
500,000
 
 
-
 
David Stirling
 
 
95,000
 
 
95,000
 
Dan Wagner
 
 
4,981,700
 
 
4,981,700
 
Totals
 
 
8,856,700
 
 
8,356,700
 
 
   
 
 
37 
Directors’ interests in share options 
 
Executive director
 
Grant date
 
No of share options granted
 
Option price (pence)
 
Date first exercisable Expiry date
 
David Stirling
 
19/8/2014
 
177,590
 
31.6
 
19/8/2015 19/8/2024
 
Note: Shareholdings at 31
st
 December 2013 were in ATTTRAQT Limited. On 14
th
 May 2014 a share for share swap 
took place with ATTRAQT Group PLC. One share in ATTRAQT Limited was exchanged for 100 shares in ATTRAQT 
Group PLC. The comparative for 2013 has been restated to reflect this share for share swap. 
 
Relative importance of spend on pay 
The following shows the Group’s relative expenditure on employee pay compared to all other distributions:  
 
 
2014 
£’000 
2013 
£’000
 
Employee remuneration costs
 
1,696
 
100%
 
863
 
100%
 
Dividends paid on ordinary shares
 
-
 
0%
 
-
 
0%
 
 
1,696
 
 
863
 
 
    
 
 
38 
Directors report      
 
The directors present their report with the financial statements of the Group and the Company for the year ended 
31 December 2014. 
 
Results 
The Group made a loss after tax in 2014 of £1,414,000 (2013 - £460,000) on turnover of £2,086,000 (2013 - 
£1,581,000) representing a loss of £0.08 per share (£0.03). The net cash used in operating activities was £1,058,000 
(2013 - £324,000).   
 
Dividends 
The board do not propose the payment of a dividend for the year. 
 
Directors 
The directors shown below held office during the reporting period and to the date of this report: 
 
• Dan Wagner (appointed 13
th
 May 2014)	
  	
  
• André Brown (appointed 20
th
 February 2014)	
  
• David Stirling (appointed 19
th
 August 2014)	
  
• Ivor Dunbar (appointed 19
th
 August 2014)	
  
• Edward Ewing (appointed 19
th
 August 2014)	
  
• Robert Fenner (appointed 19
th
 August 2014)	
  
 
 
The directors who served during the year and their beneficial interests in the shares of the Group as recorded in 
the register of directors’ interests are as follows: 
 
                               31 December 2014
 
31 December 2013
 
Director
 
Number of shares held
 
Percentage holding
 
  Number of shares held
 
Percentage holding
 
Dan Wagner
 
4,981,700
 
24.1
 
4,981,700
 
28.1
 
André Brown
 
3,280,000
 
15.9
 
3,280,000
 
18.5
 
David Stirling
 
95,000
 
0.5
 
95,000
 
0.5
 
Ivor Dunbar
 
500,000
 
2.4
 
-
 
-
 
Ed Ewing
 
-
 
-
 
-
 
-
 
Robert Fenner
 
-
 
-
 
-
 
-
 
The comparative for 2013 has been restated to reflect the share for share swap. 
    
 
 
39 
The directors who served during the year and their beneficial interests in share options of the Group as recorded in 
the register of directors’ interests are as follows: 
 
                            31 December 2014
 
                               31 December 2013
 
 
Number of options held
 
 
  
 
Number of options held
 
David Stirling
 
177,590
 
  
-
 
Substantial interests 
On 25
th
 February 2015 the following parties had notified the Group of a beneficial interest that represents 3% or 
more of the Group’s issued share capital at that date: 
 
 
Number of shares held
 
 
Percentage holding (%)
 
Dan Wagner
 
4,981,700
 
 
24.1
 
Bright Station Ventures Limited 4,843,000 
 
23.5 
André Brown 3,280,000 
 
15.9 
Alan Docter 2,086,394 
 
10.1 
John Wagner 1,417,900 
 
6.9 
David Weinberger 761,100 
 
3.7 
Paul Davenport 621,400 
 
3.0 
 
 
Dan Wagner is a director of and shareholder in Bright Station Ventures Limited. 
 
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. 
 
 
   
 
 
40 
Going concern 
The directors have prepared a cash flow forecast covering a period extending beyond 12 months from the date of 
these financial statements. The forecast contains assumptions about the performance of the business. These 
assumptions are the directors’ best estimate of the future development of the business, including consideration of 
cash reserves required to support working capital and its growth plans. These plans include sales expansion in the 
UK and the USA. Growth rate assumptions for the UK have been based on the historic actual growth of the group 
since 2011. Through the newly operational American subsidiary, the directors remain confident of the group’s ability 
to tap into the American market and fuel further growth in the group’s activities. 
 
On 8
th
 January 2015 the Group secured a new overdraft facility from Barclays providing an additional £50,000 in 
cash available for immediate drawdown. 
 
The cash flow forecast prepared shows the group will have sufficient headroom against available facilities based on 
the revenue growth assumptions. 
 
On the basis of this forecast the directors have a reasonable expectation that the Group has adequate resources to 
continue in operational existence for the foreseeable future. They therefore continue to adopt the going concern 
basis of accounting in preparing the annual financial statements. 
 
Events after the reporting period 
There are no events after the date of this report or the date the financial statements were approved by the board of 
directors which impact on the figures presented. 
 
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 31 
December 2014 was 53.5p 
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;   
 
 
41 
 
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 
company will continue in business. 
 
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 
company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 
enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006.  
They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities. 
 
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 company's website in accordance with legislation in the United 
Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in 
other jurisdictions.  The maintenance and integrity of the company'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 US markets building on its success in signing new 
clients in 2014. 
 
It will also continue the 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. 
 
 
 
 
 
 
 
 
David Stirling 
Director 
 
Date: 26
th
 February 2015 
 
 
    
 
 
42 
Report of independent auditors  
Independent auditor’s report to the members of ATTRAQT Group PLC 
 
We have audited the financial 
statements of Attraqt Group Plc for the 
year ended 31 December 2014 which 
comprise the consolidated statement 
of comprehensive income, the 
consolidated statement of financial 
position, the company statement of 
financial position, the consolidated 
statement of cash flows, the 
consolidated statement of changes in 
equity and the related notes.  The 
financial reporting framework that has 
been applied in their preparation is 
applicable law and International 
Financial Reporting Standards (IFRSs) 
as adopted by the European Union 
and, as regards the parent company 
financial statements, as applied in 
accordance with the provisions of the 
Companies Act 2006.  
 
This report is made solely to the 
company’s members, as a body, in 
accordance with Chapter 3 of Part 16 
of the Companies Act 2006.  Our audit 
work has been undertaken so that we 
might state to the company’s members 
those matters we are required to state 
to them in an 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 2014 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 financial 
statements have been properly 
prepared in accordance with IFRSs 
as adopted by the European 
Union and as applied in 
accordance with the provisions of 
the Companies Act 2006; and 
 
• the financial statements have 
been prepared in accordance with 
the requirements of the 
Companies Act 2006.  
Opinion on other matters 
prescribed by the Companies Act 
2006 
In our opinion 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.  
	
  
Matters on which we are required 
to report by exception 
We have nothing to report in respect 
of the following matters where the 
Companies Act 2006 requires us to 
report to you if, in our opinion: 
 
• adequate accounting records have 
not been kept by the parent 
company, or returns adequate for 
our audit have not been received 
from branches not visited by us; or 
 
• the parent company financial 
statements are not in agreement 
with the accounting records and 
returns; or 
 
• certain disclosures of directors’ 
remuneration specified by law are 
not made; or 
 
• we have not received all the 
information and explanations we 
require for our audit. 
 
Andrew Viner (senior statutory auditor) 
For and on behalf of: 
BDO LLP, statutory auditor 
London, United Kingdom 
Date: 27
th
 February 2015 
 
BDO LLP is a limited liability partnership 
registered in England and Wales (with 
registered number OC305127). 
 
	
    
 
 
43 
Company financial statements 
ATTRAQT Group PLC - consolidated 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
44 
Consolidated statement of comprehensive income  
For the year to 31
st
 December 2014 
 
 
Note
 
  Year to 31 December 2014 
£’000 
 
Year to 31 December 2013 
£’000
 
Revenue
 
4
 
2,086
 
1,581
 
Cost of sales
  
(399)
 
(294)
 
Gross profit  1,687 1,287 
Administrative expense  (2,736) (1,845) 
Exceptional administrative expense 5 (484) - 
Total administrative expenses  (3,220) (1,845) 
Loss from operations 6 (1,533) (558) 
Loss before tax  (1,533) (558) 
Tax credit 8 119 98 
Loss for the year  (1,414) (460) 
Consolidated statements of comprehensive income  
 
 
 
  Year to 31 December 2014 
£’000
 
Year to 31 December 2013 
£’000
 
Loss for the year
  
(1,414)
 
(460)
 
Other comprensive income:    
Items that will be reclassified subsequently to profit or loss: 
Exchange differences on translation of foreign operations 
  
(26) 
 
- 
Total other comprehensive income  (26) - 
Total comprehensive loss for the year attributable to 
shareholders of the parent 
  
(1,440) 
 
(460) 
Loss per share attributable to the ordinary equity holders 
of the company 
Basic and diluted 
 
 
9 
 
 
(8p) 
 
 
(3p) 
 
The notes on pages 48 to 66 form part of these financial statements. 
    
 
 
45 
Consolidated statement of financial position  
As at 31
st
 December 2014 
 
The financial statements on pages 44 to 47 were authorized by the Board of Directors on 26
th
 February 2015 and 
were signed on behalf of: 
 
David Stirling 
Director 
Company Number 8904529 
The accompanying accounting policies and notes form an integral part of these financial statements. 
 
Note
 
2014 
£’000  
2013 
£’000
 
Assets
    
Non-current assets
    
Property, plant and equipment 11
 
50 70 
Intangible assets 12
 
120 120 
  170 190 
Current assets    
Trade and other receivables 13 310 333 
Corporation tax recoverable 13 119 - 
Cash and cash equivalents 19 307 261 
  736 594 
Total assets  906 784 
Liabilities    
Current liabilities    
Trade and other payables 14 540 376 
Total liabilities  540 376 
NET ASSETS  366 408 
Issued capital and reserves attributable to owners of the parent    
Share capital 16 206 177 
Share premium  1,252 - 
Merger reserve  1,457 1,457 
Equity component of convertible debt 15 - 45 
Share based payment reserve  222 60 
Foreign exchange reserve  (26) - 
Retained earnings  (2,745) (1,331) 
TOTAL EQUITY  366 408   
 
 
46 
Consolidated statement of cash flows  
For the year ended 31
st
 December 2014 
 
Note
 
 2014 
£’000
 
2013 
£’000
 
Cash flows from operating activities
    
Loss for the year
  
(1,414)
 
(460)
 
Adjustments for: 
Depreciation of property, plant and equipment 
 
10
 
 
35 
 
34 
Amortisation of intangible fixed assets 11
 
131 131 
Income tax credit 8 - (98) 
Share based payment expense 16 162 60 
Foreign exchange loss  (40) - 
  (1,126) (333) 
(Increase) in trade and other receivables  (96) (33) 
Increase/(decrease) in trade and other payables  164 (43) 
Cash used in operations  (1,058) (409) 
Income taxes received  - 85 
Net cash flows from operating activities  (1,058) (324) 
Investing activities    
Purchase of property, plant and equipment  10 (15) (58) 
Development of intangibles 11 (131) (97) 
Net cash used in investing activities  (146) (155) 
Financing activities    
Issue of ordinary shares, net of issue costs  1,295 693 
Repayment of debt  (45) - 
Net cash from investing and financing activities  1,104 538 
Net increase in cash and cash equivalents  46 214 
Cash and cash equivalents at beginning of year  261 47 
Cash and cash equivalents at end of year 3 307 261 
 
 
The accompanying accounting policies and notes form an integral part of these financial statements.    
 
 
47 
Consolidated statement of changes in equity  
For the year ended 31
st
 December 2014 
 
 
Reserves 
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. 
 
Other reserve Amount of proceeds on issue of convertible debt relating to the equity component (i.e. 
option to convert the debt into share capital).  
 
Merger reserve The merger reserve results from the application of merger accounting on the 
acquisition of ATTRAQT Inc and ATTRAQT Limited. Accounting for the transaction was on 
a merger basis. 
 
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. 
 
 
The accompanying accounting policies and notes form an integral part of these financial statements.  
 
 
Share 
capital 
Share 
premium 
Other 
reserve 
Merger 
reserve 
 
 
 
Share based 
payment reserve 
Foreign exchange 
reserve 
Retained 
earnings 
Total 
equity 
 
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 
         
1 January 2013 177 - 45 1,457 - - (871) 808 
Loss for the year - - - - - - (460) (460) 
Share based payment 
charge 
- - - - 60 - - 60 
31 December 2013 177 - 45 1,457 60 - (1,331) 408 
Loss for the year - - - - - - (1,414) (1,414) 
Translation of foreign entity - - - - - (26) - (26) 
Total comprehensive 
Income for the year 
- - - - - (26) (1,414) (1,440) 
Share based payment 
charge 
- - - - 162 - - 162 
Issue of share capital 29 1,252 (45) - - - - 1,236 
31 December 2014 206 1,252 - 1,457 222 (26) (2,745) 366   
 
 
48 
Notes to the consolidated financial statements 
For the year ended 31
st
 December 2014 
 
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 Heron 
Tower, 35th Floor, 110 Bishopsgate, London, EC2N 4AY. 
 
The registered number of the company is 8904529.  
 
Basis of preparation 
The consolidated financial statements are for the year ended 31 December 2014.  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 2014 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 creation of the ATTRAQT Group PLC 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 has adopted FRS 6 Acquisitions and Mergers as allowed under IFRS and Companies Act 2006 as a 
basis of preparation of these financial statements. 
 
Going concern 
The financial statements have been prepared under the going concern basis as the directors have undertaken a 
review of the future financing requirements of the ongoing operation of the group and are satisfied that 
sufficient cash together with bank and other facilities is available to meet its working capital requirements for at 
least 12 months from the date of signing these financial statements. The directors accordingly consider it 
appropriate for the financial statements to be prepared on a going concern basis as disclosed on page 40 of the 
Directors Report. 
 
 
   
 
 
49 
Changes in accounting policies 
The following standards, amendments and interpretations became effective and were applied for the first time 
this year: 
 
Standard/interpretation Content Applicable for financial 
years beginning on/after 
IAS 27 Separate financial 
statements 
The amendment contains accounting and 
disclosure requirements for investment in 
subsidiaries, joint ventures and associates when an 
entity prepares separate financial statements. 
1
st
 January 2014 
 
IAS 32 Offsetting financial 
assets and financial liabilities 
 
The amendment seeks to clarify rather than 
change the off-setting requirements previously set 
out in IAS 32. 
 
1
st
 January 2014 
 
IFRS 10 Consolidated 
Financial Statements 
 
The new standard replaces the consolidation 
requirements previously contained in IAS 27 
Consolidated and Separate Financial Statements 
and SIC-12 Consolidation - Special Purpose Entities. 
 
1
st
 January 2014 
 
IFRS 11 Joint Arrangements 
 
 
The new standard requires that a party to a joint 
arrangement recognises its rights and obligations 
arising from the arrangements rather than focusing 
on the legal form. 
 
1
st
 January 2014 
 
IFRS 12 Disclosure of 
Interests in Other Entities 
 
 
The standard includes the disclosure requirements 
for all forms of interest in other entities, including 
subsidiaries, joint arrangements, associates and 
unconsolidated structured entities. 
 
1
st
 January 2014 
 
 
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.  
 
Standards, amendments and interpretations to existing standards that are not yet effective and have 
not been early adopted by the Group in the 31
st
 December 2014 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.  
 
 
 
 
 
 
   
 
 
50 
Standard/interpretation Content Applicable for financial 
years beginning on/after 
 
IFRS 9 Financial Instruments 
(2009) and amendment 
 
 
The standard will eventually replace IAS 39 in its 
entirety. However, the process has been divided 
into three main components: classification and 
measurement, impairment and hedge accounting. 
 
1
st
 January 2018 
 
IFRS 15 Revenue from 
contracts with customers 
 
 
The core principle of IFRS 15 is that an entity will 
recognise revenue to depict the transfer of 
promised goods or services to customers in an 
amount that reflects the consideration to which the 
entity expects to be entitled in exchange for those 
goods or services. The impact of adopting IFRS 15 
for ATTRAQT Group PLC would not be significant. 
 
1
st
 January 2017 
 
 
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.  
 
The consolidated financial statements incorporate the results of business combinations using the acquisition 
method.  In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent 
liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are 
included in the consolidated statement of comprehensive income from the date on which control is obtained. 
They are deconsolidated from the date of which control ceases. 
 
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 site services to on-line 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:   
 
 
51 
 
• 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. 
 
Interest is recognised using the effective interest rate method. 
 
Expenses are recognised on an accruals basis and upon utilisation of the service. Operating expenses are 
recognised in the income statement upon utilisation of the service or at the date of their origin. 
 
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 Sterling Pounds 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   
 
 
52 
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.  
 
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.   
 
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:   
 
 
53 
 
• 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 ("CODM") 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. 
 
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 the periods the Group expects to benefit from selling the 
products developed. 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. 
   
 
 
54 
 
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 Company’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. 
 
 
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 carrying amounts of assets and liabilities within the next financial year are discussed 
below. 
 
Revenue recognition 
Some revenue is recognised based on the percentage of completion of the work involved as described above 
under the note on Revenue.  The rest of the income recognised in the income statement is not subject to 
estimation or judgement. 
 
Period over which options will be exercised 
The estimate used for the calculation of the cost recognised in the income statement of awarding options to 
staff is the best estimate of the directors at the date of award as to the likely date when the options will be 
exercised. 
 
Economic useful lives of plant and equipment 
The period over which purchased assets are depreciated is based on the directors’ estimate of their likely useful 
lives based on historic experience and anticipated changes in technology. The periods used are shown in note 1. 
 
   
 
 
55 
Capitalisation 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 company to bring the product to market.   
 
 
3. Financial instruments – Risk Management 
The Company 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 
 
A summary of the financial instruments held by category is provided below. 
 
Financial liabilities 
A summary of financial liabilities can be found in note 14. All financial liabilities held by the Group at 31 
December 2014 are classified as held at amortised cost. 
 
Financial assets
  
2014 
£’000
 
2013 
£’000 
Current 
Trade receivables 
  
240
 
 
292
 
Other receivables  70 41 
  310 333 
Cash and cash equivalents – loans and receivables  307 261 
Total loans and receivables  573 553 
 
All financial assets held by the Group at 31 December 2014 are classified as loans and receivables and there is 
no difference between the carrying amount and the fair value.  
   
 
 
56 
At 31 December 2014 the three largest customers owed a total of £96,000.  The directors do not consider that 
there is any reason to provide against any part of this balance. 
 
Financial liabilities
  
2014 
£’000
 
2013 
£’000
 
Trade payables 
 
214 109 
Other payables  187 106 
  403 215 
 
All financial liabilities held by the Group at 31 December 2014 are classified as held at amortised cost. 
 
General objectives, policies and processes 
The Board has overall responsibility for the determination of the Company'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 Company'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. 
 
Cash at bank 
A significant amount of cash is held with the following institutions: 
 
Financial liabilities
  
Balance at 31 December 2014 
£’000
 
Balance at 31 December 2013 
£’000
 
Barclays Bank Plc 
 
298 250 
Citibank  9 11 
 
 
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   
 
 
57 
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. 
 
The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of 
financial liabilities: 
 
 
 
Up to 3 months 
£’000 
Between 3 and 12 months 
£’000 
Between 1 and 2 years 
£’000 
Between 2 and 5 years 
£’000 
Over 5 years 
£’000 
At 31
st
 December 2013      
Trade and other payables 301 - - - - 
Total 301 - - - - 
 
 
 
Up to 3 months 
£’000 
Between 3 and 12 months 
£’000 
Between 1 and 2 years 
£’000 
Between 2 and 5 years 
£’000 
Over 5 years 
£’000 
At 31
st
 December 2014      
Trade and other payables 430 11 - - - 
Total 430 11 - - - 
 
 
4. Revenue 
  
2014 
£’000
 
2013 
£’000
 
Revenue arises from the rendering of services 
Recurring revenues 
 
 
1,922 
 
1,476 
One-off fees 
 
164 105 
Total rendering 
 
2,086 1,581 
   
 
 
58 
Three customers each are responsible for more than 10% of the revenue of the Company. The total amount for 
all three is £918,000, which amounts to over 44% of the revenue of the Company. However the Directors are not 
concerned about continuance of these relationships. 
 
 
5. Exceptional expenses 
 
Exceptional expenses of £484,000 in 2014 relate to the costs incurred in respect of the Company’s admission to 
AIM in August 2014 (2013 – nil). 
 
 
6. Loss from operations 
 
Loss from operations is taken after taking account of the following items: 
  
2014 
£’000
 
2013 
£’000
 
Employee benefits (see note 7) 
 
1,696 863 
Depreciation of property, plant and equipment 
 
35 34 
Amortisation of intangible assets 
 
131 131 
Operating lease expense 
 
8 31 
Fees payable to the Company’s auditors for the audit of the Group annual accounts: 
-
 
Company annual accounts 
-
 
Group annual accounts 
 
 
9 
25 
 
26 
- 
Fees payable to the Company’s auditor and its associates for other services: 
-
 
For tax services 
-
 
Corporate finance advisory 
 
 
4 
60 
 
3 
5 
 
 
7. Employee benefit expenses 
  
2014 
£’000
 
2013 
£’000
 
Staff costs (including directors) comprise: 
 
  
Wages and salaries 
 
1,551 754 
Social security contributions and similar taxes 
 
145 109 
 
 
1,696 863 
 
The charge related to share based pay in 2014 was £162,000 (2013 - £60,000). 
 
 
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. 
   
 
 
59 
  
2014 
£’000
 
2013 
£’000
 
Salary and bonus 
 
297 206 
Share based payments 
 
10 - 
 
 
307 206 
 
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: 
 
  
2014 
 
2013
 
Sales 
 
8 5 
Technical 
 
14 10 
Management (including directors) 
 
4 1 
Administration 
 
1 1 
 
 
27 17 
 
8. Income tax expense 
  
2014 
£’000
 
2013 
£’000
 
Current tax expense/(credit) 
 
  
Current tax on loss for the year 
 
(119) (98) 
Total tax credit 
 
(119) (98) 
 
The reasons for the difference between the actual tax charge for the year and the standard rate of corporate tax 
in the United Kingdom applied to profits or the year are as follows: 
 
  
2014 
£’000
 
2013 
£’000
 
Loss for the year 
 
(1,533) (460) 
Expected tax charge based on the standard rate of United Kingdom corporation 
tax at the domestic rate of 21.5% (2013 – 24.5%) 
 
 
(330) 
 
(137) 
Expenses not deductible for tax purposes 
 
147 50 
Depreciation for period in excess of capital allowances 
 
2 1 
Unrelieved tax losses arising in the period 
 
28 - 
Additional deduction for R&D expenditure 
 
(104) (122) 
Surrender of tax losses for R&D tax credit refund 
 
83 109 
Other deductions arising in the period 
 
55 - 
Total tax credit 
 
(119) (98)   
 
 
60 
 
9. Loss per share 
  
2014 
£’000
 
2013 
£’000
 
Numerator 
 
  
Loss for the year and loss used in basic EPS 
 
(1,414) (460) 
Loss used in diluted EPS 
 
(1,414) (460) 
Denominator 
 
  
Weighted average number of shares used in basic EPS 
 
18,819,772 16,594,700 
Loss per share – basic and diluted 
 
(8p) (3p) 
 
In accordance with IAS 33 where there is a loss for the year, there is no dilutive effect and therefore there is no 
difference between the basic and diluted loss per share. 
 
A share for share swap took place on 14
th
 May 2014 at the rate of 100 new shares to every 1 old share. One 
share in ATTRAQT Limited was exchanged for 100 shares in ATTRAQT Group PLC. The loss per share for the year 
to 31
st
 December 2013 has been restated to reflect the share for share swap. 
 
 
10. Property, plant and equipment 
 
                                        2014
 
       2013
 
Cost
 
Plant & machinery 
£’000
 
Fixtures & fittings 
£’000
 
Total 
£’000
 
Plant & machinery 
£’000
 
Fixtures & fittings 
£’000
 
Total 
£’000
 
Balance at 1 January
 
174 2 176 117 1 118 
Additions 15 - 15 57 1 58 
Balance at 31 December 189 2 191 174 2 176 
Accumulated depreciation and 
impairments 
Balance at 1 January 
 
 
105 
 
 
1 
 
 
106 
 
 
71 
 
 
1 
 
 
72 
Depreciation charge for the year 34 1 35 34 - 34 
Balance at 31 December 139 2 141 105 1 106 
Net book value 
At 31 December  
At 31 December prior year 
 
50 
69 
 
- 
1 
 
50 
70 
 
69 
46 
 
1 
- 
 
70 
46 
 
 
 
 
 
   
 
 
61 
 
11. Intangible assets 
 
Cost
 
 
2014 capitalised development costs 
£’000
 
2013 capitalised development costs 
£’000
 
Balance at 1 January 
 
654 557 
Additions 
 
131 97 
Balance at 31 December 
 
785 654 
Accumulated amortisation 
Balance at 1 January 
 
 
534 
 
403 
Amortisation charge for the year 
 
131 131 
Balance at 31 December 
 
665 534 
Net book value 
At 31 December 
At 31 December prior year  
 
 
120 
120 
 
120 
154 
 
 
 
12. Investments in subsidiaries 
 
The principal 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
 
ATTRAQT Limited 
 
100% UK 
ATTRAQT Inc (held through ATTRAQT Limited) 
 
100% USA 
 
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 
  
2014 
£’000
 
2013 
£’000
 
Trade receivables 
 
253 179 
Less: allowance account for bad and doubtful debts 
 
(3) (14) 
 
 
250 165 
Prepayments and accrued income  
 
43 41 
Corporation tax recoverable 
 
119 - 
Other receivables 
 
17 127 
Total trade and other receivables 
 
429 333   
 
 
62 
 
Invoices are due on rendering of invoices for services provided. The majority of customers settle debts within 
45 days of the date of the invoice. 
 
As at 31 December 2014 trade receivables of £240,000 (2013: £194,000) were past due of which £3,000 were 
provided against. They 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: 
 
  
2014 
£’000
 
2013 
£’000
 
Up to 3 months 
 
228 161 
3 to 6 months 
 
6 24 
6 to 12 months 
 
6 9 
Over a year 
 
- - 
 
 
240 194 
 
As at 31 December 2014 trade receivables of £3,000 (2013:  £14,000) 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: 
  
2014 
£’000
 
2013 
£’000
 
At 1 January 2014 
 
14 23 
Released during the year 
 
(34) (16) 
Provided during the year 
 
23 7 
At 31 December 2014 
 
3 14 
 
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 
  
2014 
£’000
 
2013 
£’000
 
Trade payables 
 
214 109 
Accrued expenses 
 
88 31 
Deferred income 
 
99 75 
Other payables – tax and social security payable 
 
139 136 
Other payables 
 
- 25 
Total trade and other payables 
 
540 376 
   
 
 
63 
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
 
 
2014 
Number 
2014 
£’000 
2013 
Number 
2013 
£‘000 
Ordinary shares of £0.01 each
 
    
At 1 January 17,759,600 177 17,759,600 177 
Shares issued for cash during the year 2,500,000 25 - - 
Shares issued on conversion of loan 266,394 3 - - 
Shares issued for non-cash during the year 100,000 1 - - 
At 31 December 20,625,993 206 17,759,600 177 
 
On 14 May 2014 the Company entered into a share for share swap with ATTRAQT Limited at a rate of 100 new 
shares for every 1 share in ATTRAQT Limited. The comparative for 2013 has been restated to reflect this share 
for share swap. 
 
The shares of the Company were listed on the Alternative Investment Market on 19 August 2014. On that date: 
 
• 2,500,000 new shares were issued for cash at a price of 50 pence each: 
• The provider of a loan of £45,000 exercised his right to convert this into shares. The Company issued 266,394 
shares in exchange for the loan in accordance with the terms of the loan agreement entered into in 
December 2009; 
• 100,000 shares were issued for non-cash consideration in lieu of fees at the time of the IPO. 
 
Share based payments 
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 the first anniversary following a Listing of the Company; 
- 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. 
 
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 during the year. 
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.   
 
 
64 
• 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 or one year from flotation on AIM. 
• No variables change during the life of the option (e.g. dividend yield remains zero). 
• Volatility has been calculated over the 3 year period prior to the grant date by reference to the daily share 
price of comparable listed companies. 
 
The following options were granted during the year: 
 
 
No. Fair value £ Total FV £ Vesting period 
29 May 2014 177,590 0.400 71,036 3 years 
19 August 2014 177,590 0.478 84,888 3 years 
 
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the 
year are as follows: 
 
 
                         2014 WAEP  2013 WAEP 
 
Number
 
Price (pence) Number Price (pence)
 
Outstanding at the beginning of the year
 
986,500 31.59 - - 
Granted during the year 355,180 31.59 986,500 31.59 
Exercised during the year - - - - 
Expired during the year - - - - 
Outstanding at the year end 1,341,680 31.59 986,500 31.59 
Exercisable at the year end - - - - 
 
During the year options outstanding over shares in ATTRAQT Limited were exchanged for options over shares 
in ATTRAQT Group PLC on the basis of 100 new options for each old option held. The comparative for 2013 
has been restated to reflect this share for share swap. 
 
The options outstanding at the year-end are set out below: 
 
 
                              2014
 
  2013 
Date of grant
 
Expiry date
 
Exercise price (p)
 
Share options
 
Remaining life Share options Remaining life
 
24 July 2013
 
24 July 2023
 
31.5
 
986,500 9 986,500 10 
24 May 2014 24 May 2024 31.5 177,590 10 - - 
19 Aug 2014 19 Aug 2024 31.5 177,590 10 - - 
 
The total expense recognised during the year by the Group, for all schemes, was £162,000 (2013: £60,000). 
The weighted average remaining life of the options outstanding at the end of the year was 8.8 years (2013: 
9.6 years). No options were exercised during the period.   
 
 
65 
17. Leases 
 
Operating leases – lessee 
The total future value of minimum lease payments is due as follows: 
  
2014 
£’000
 
2013 
£’000
 
Not later than one year 
 
13 30 
Later than one year and not later than five years 
 
19 - 
Later than five years 
 
- - 
 
 
32 30 
 
 
18. 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 
 
2014 
£’000
 
2013 
£’000 
2014 
£’000 
2013 
£’000
 
Venda Limited (to 1/8/14) 11 18 25 20 
Powa Technologies Limited 105 91 136 - 
Bright Station Ventures Management Limited - - 13 98 
 
 
Amounts owed by related parties Amounts owed to related parties 
 
2014 
£’000
 
2013 
£’000 
2014 
£’000 
2013 
£’000
 
Venda Limited (to 1/8/14) - - 11 3 
Powa Technologies Limited - 10 16 - 
Bright Station Ventures Management Limited - - 17 11 
 
None of the amounts above are secured against any assets of the Group. 
 
Mr D M Wagner is a director of Powa Technologies Limited and Bright Station Ventures Management Limited.  
He was a director of Venda Limited until 1 August 2014. 
 
All the amounts relating to transactions with Venda are for the period to 1 August 2014. The balance shown 
at 31 December 2014 is the value of those transactions that had not been settled at that date. 
 
Sales of services to related parties were made at the Group's usual list prices.   
 
 
66 
 
All services provided to and received from related parties were processed on an arm’s length basis. 
 
Details of the directors’ emoluments, together with other related information, are set out in the Report of the 
Remuneration Committee. Other related party transactions are as follows: 
 
   Transaction amount Balance owed 
 
Type of transaction 
 
2014 
£’000
 
2013 
£’000 
2014 
£’000 
2013 
£’000
 
Mr D H Weinberger
 
Loan repayment
 
8 - - 8 
Bright Station Ventures Ltd Loan repayment 8 - - 8 
 
In 2014 loans outstanding to both Mr Weinberger and Brightstation Ventures Ltd were repaid. 
 
The Company has not made any provision for bad or doubtful debts in respect of related party debtors nor 
has any guarantee been given or received during 2014 regarding related party transactions. 
 
 
19. Events after the balance sheet date 
There are no material events to report after the balance sheet date. 
 
The Group has secured a £50,000 overdraft facility with Barclays Bank. 
 
 
20. Capital commitments 
At 31
st
 December 2014 the Group had no capital commitments (2013: £nil). 
 
 
 
 
 
 
    
 
 
67 
Report and financial statements for the  
period ended 31
st
 December 2014 
The Company was incorporated on 20
th
 February 2014 
 
Company statement of financial position for the period ended 31
st
 December 2014 
 
  
Note
 
At 31 December 2014 
£’000
 
Non-current assets 
Investments 
 
 
3 
 
161 
Current assets 
Other receivables 
 
 
4 
 
1,020 
Total assets 
 
 1,181 
Current liabilities 
Trade and other payables 
 
 
5 
 
(68) 
Net assets 
 
 1,113 
Issued capital and reserves attributable to owners of the parent 
Share capital 
 
 
6 
 
206 
Share premium 
 
 1,252 
Share based payments reserve 
 
 222 
Retained earnings 
 
 (567) 
Total equity 
 
 1,113 
 
 
David Stirling 
Director 
 
Date: 26
th
 February 2015 
 
 
 
 
 
 
   
 
 
68 
Company statement of changes in equity for the period ended 31
st
 December 2014 
 
Share 
capital 
Share 
premium 
 
 
 
Share based 
payment reserve 
Retained 
earnings 
Total 
equity 
 
£’000 £’000 £’000 £’000 £’000 
      
On incorporation - - - - - 
Loss for the year - - - (567) (567) 
Total comprehensive income for the year - - - (567) (567) 
Share based payment reserve - - 222 - 222 
Issue of share capital 206 1,252 - - 1,458 
31 December 2014 206 1,252 222 (567) 1,113 
 
The following describes the nature and purpose of each reserve within equity: 
 
Reserves    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. 
 
 
 
 
 
 
 
 
 
 
 
 
   
 
 
69 
1. Accounting policies 
The Company has applied the Group accounting policies consistently during the period. 
 
Basis of preparation 
The financial statements are for the period ended 31 December 2014.  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 2014 and those parts of the Companies 
Act 2006 applicable to companies reporting under IFRS. 
 
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 loans and receivables comprise trade 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. 
 
 
2. Company income statement 
As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the parent company is 
not presented as part of these financial statements. The parent company’s result after taxation for the financial 
year was a loss of £567,000.  
 
 
3. Investments 
  
At 31 December 2014 
£’000
 
At incorporation 
 
- 
Additions 
 
161 
Investments 
 
161 
 
The principal subsidiaries of ATTRAQT Group PLC are as follows: 
 
Name of subsidiary
  
Shareholding
 
Country of incorporation and principle place of business
 
ATTRAQT Limited 
 
100% UK 
ATTRAQT Inc (held through ATTRAQT Limited) 
 
100% USA 
   
 
 
70 
Investments in subsidiaries, associates and joint ventures are held as fixed assets and are held in the 
Statement of Financial Position of the Company at historic cost less any allowance for impairment. 
 
 
4. Other receivables 
  
2014 
£’000
 
Amounts owed by group undertakings 
 
965 
Prepayments 
 
23 
VAT 
 
32 
Total trade and other receivables 
 
1.020 
 
The fair values of other receivables are not materially different to their carrying values. 
 
 
5. Trade and other payables 
  
2014 
£’000
 
Trade payables 
 
67 
Other payables 
 
1 
Total trade and other payables 
 
68 
 
All financial liabilities held by the Company at 31 December 2014 are classified as held at amortised cost. 
 
 
6. Share capital 
 
           Issued and fully paid
 
 
2014 
Number 
2014 
£’000 
Ordinary shares of £0.01 each
 
  
On incorporation 1 - 
Share swap 100 for 1 17,759,599 177 
Other issues for cash during the year 2,766,394 28 
Other issues for non-cash during the year 100,000 1 
At 31 December 20,625,994 206 
 
On 14 May 2014 the Company entered into a share for share swap with ATTRAQT Limited at a rate of 100 new 
shares for every 1 share in ATTRAQT Limited. As a result the number of shares increased by 17,759,599 or 
£177,596. 
   
 
 
71 
 
The shares of the Company were listed on the Alternative Investment Market on 19 August 2014.  On that date: 
 
• 2,500,000 new shares were issued for cash at a price of 50 pence each: 
• 100,000 shares were issued for non-cash consideration in lieu of fees; 
• The provider of a loan of £45,000 exercised his right to convert this into shares.  The Company issued 226,394 
shares in exchange for the loan in accordance with the terms of the loan agreement entered into in December 
2009. 
 
Share based payments 
For details of the share based payments please refer to the Group note 16. 
 
 
7. Financial instruments 
Categories of financial instrument
  
2014 
£’000
 
Current 
Other receivables
 
 
 
965
 
  965 
Cash and cash equivalents – loans and receivables  - 
Total loans and receivables  965 
Trade and other payables   68 
  68 
 
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 46.  
 
 
 
 
 
 
 
    
 
 
72 
Company information  
 
Country of incorporation 
United Kingdom 
 
Legal form 
Public limited company 
 
Directors 
Dan Wagner (appointed 13
th
 May 2014) 
André Brown (appointed 20
th
 February 2014) 
David Stirling (appointed 19
th
 August 2014) 
Ivor Dunbar (appointed 19
th
 August 2014) 
Edward Ewing (appointed 19
th
 August 2014) 
Robert Fenner (appointed 19
th
 August 2014) 
 
Secretary and registered office 
D A Stirling 
Heron Tower, 35
th
 Floor 
110 Bishopsgate 
London 
EC2N 4AY 
 
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 
 
 
 
 
 
 
 
© 2015 ATTRAQT Group PLC