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Report & Financial Statements Year Ended 31st December 2018 Company Number 08904529

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Page 1: Attraqt Report & Financial Statements 2018is able to work with Magento, Hybris and Shopify. Our platform is built on Machine Learning innovation, and seamlessly integrates into existing

Report & Financial Statements Year Ended 31st December 2018Company Number 08904529

Page 2: Attraqt Report & Financial Statements 2018is able to work with Magento, Hybris and Shopify. Our platform is built on Machine Learning innovation, and seamlessly integrates into existing

Contents

Attraqt has been instrumental in

pioneering the creation of the ecommerce

industry. We believe this combination makes us

the leading experts in merchandising-led

shopping experiences.

AT A GLANCE / KEY COMPANY FACTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

WHAT WE DO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

OUR SOLOUTIONS AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SERVICES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

OUR TECHNOLOGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

MARKET OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

THE ATTRAQT WAY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

CHAIRMAN’S STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

CHIEF EXECUTIVE OFFICER’S STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

KEY PERFORMANCE INDICATORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

RISK OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

EXECUTIVE TEAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

CHIEF FINANCIAL OFFICER’S STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

CORPORATE GOVERNANCE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

REMUNERATION COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

DIRECTORS REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF THE ATTRAQT GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

CONSOLIDATED INCOME STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

CONSOLIDATED STATEMENT OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

CONSOLIDATED STATEMENT OF CHANGES OF EQUITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

CONSOLIDATED STATEMENT OF CASH FLOWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

NOTES TO THE FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

COMPANY STATEMENT OF FINANCIAL POSITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

COMPANY INFORMATION FOR YEAR ENDED 31 DECEMBER 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

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At a GlanceAVERAGE ANNUAL CONTRACT VALUE

from £85k (2017) to

£97k

Key Company Facts

TRUSTED BY OVER 240 OF THE WORLD’S LEADING BRANDSOur success is seen in the company we keep. The best brands in the world see us as their trusted partner:

7 OFFICES WORLDWIDE

Amsterdam Chicago Hamburg London Paris Sofia Sydney

135 EMPLOYEES*

*AS AT 31ST DECEMBER 2018

REVENUE INCREASED 26%

to

£17.1m

Page 4: Attraqt Report & Financial Statements 2018is able to work with Magento, Hybris and Shopify. Our platform is built on Machine Learning innovation, and seamlessly integrates into existing

What We DoAttraqt enables many of the world’s leading online retailers to deliver highly relevant shopper experiences whilst also achieving their critical business goals.

WHO FOR?We partner with great brands and specialist retailers, across several sectors including Fashion, Footwear, Homeware, Health & Beauty, Grocery, Electronics, B2B, Sports & Outdoor.

HOW WE DELIVERWe provide tried and tested, cloud-based SaaS solutions, alongside our expert services, all underpinned by our state-of-the-art technology. With easy-to-use interfaces and powerful data management, retailers are able to combine smart automation with creative control to achieve outstanding commercial results.

WHERE WE CREATE VALUE

• INCREASING COMMERCIAL VALUE • Growing basket values, enhancing conversion and increasing average order value • Achieves company specific goals, such as managing inventory effectively or selling more higher margin products • IMPROVING THE SHOPPER EXPERIENCE • Guides users to relevant products & content • Ensures product lists are relevant • Helps users make buying decisions - inspiring more purchases • Enhances customer satisfaction, motivating repeat visits

• ENHANCING OPERATIONAL EFFICIENCY • Reduces the burden of time consuming, manual tasks for teams • Helps to better define team workflows • Allows the team to schedule and prepare changes for launches • Increases market responsiveness • Scales efficiently across markets

• PROVIDING INFRASTRUCTURE GAINS • Improves the reliability of infrastructure, with lower risk • Reduces response times • Allows the client to scale as they grow, with seamless ecosystem integration • Provides the capacity to continuously innovate • Supports the ability to expand and grow operations internationally, across multiple sites

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Our Solutions and Services

Attraqt’s six core solutions cater for every element of the shopping experience:

SEARCH

For any retailer it is vital to be able to understand any search terms entered, and put them in the context of the shopper’s previous behaviour, in order to return the most relevant products. Our search solutions enable the shopper to seamlessly search with minimal effort to find what they are looking for, even when they make a mistake.

NAVIGATION

Seamless and intuitive navigation is an essential part of the shopper experience, especially when shoppers are engaging through mobile. Our navigation solutions enable the shopper to do effective catalogue discovery, as well as easily narrow down a list of results to the products that exactly match their needs.

RECOMMENDATIONS

Inspiring the shopper with new, trending and highly relevant products inspires additional purchases. Providing recommendations is one way to create that same feeling of serendipity and discovery online as shoppers expect and experience in a bricks and mortar store. Our recommendations solutions enhance the shopper experience by highlighting the brand style, inspiring with highly popular, relevant items and by guiding the shopper to items not previously considered.

PERSONALIZATION

The key to great personalization is the use of real-time contextual data which gives a view on what will resonate with the precise needs and expectations of the shopper at that very moment. Our personalization solutions capture smart data, and then apply it to create a highly personalized and relevant experience, across its full range of capabilities.

MERCHANDISING

Great visual merchandising is only achieved when you can combine smart automation, where the technology does the heavy lifting, with creative control to augment and enhance the overall shopper experience. Our merchandising solutions give merchandisers full control over content on the home page, on product listing pages, and product detail pages, as well as the content on the page. This ensures products are presented in the most compelling way, where valuable and inspiring recommendations are offered, and shoppers are able to easily find the products that surprise and delight them.

INTERNATIONALIZATION

When operating e-commerce sites across multiple countries it is important to be able to decide centrally, but execute locally. Our internationalization solutions support clients to expand and grow internationally, with minimal effort, whilst meeting both shopper expectations and commercial goals.

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ServicesAlongside our best-in-class solutions, we offer a number of services to our customers. We provide expertise and advice at a level even the world’s leading brands appreciate. We aim to make sure that our customers’ investment delivers, and possibly exceeds, its expectations.

EXPERIENCE OPTIMIZATION

We provide specialist retail insights and expertise

to help our customers optimize their SEARCH,

MERCHANDISING and PERSONALIZATION

performance.

TECHNICAL CONSULTING

We provide technical expertise and project

management to help our customers successfully

implement their e-commerce programs.

CUSTOMER SUCCESS

We provide extensive knowledge and support to

ensure our customers accrue maximum value from

their investment.

CUSTOMER SUPPORT

We provide technical support and knowledge to

facilitate issue resolution for our

customers 24/7.

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"The White Company has a lot of complex products, and

with Attraqt, straight away we went from having 7 different

attributes that we could rank our search results pages on to

over 50 different attributes. That instant increase of power and

flexibility and functionality is what got our

buy-in straight away.’”

ALEX MCKRACKEN, UK COMMERCIAL TRADING MANAGER AT

Page 8: Attraqt Report & Financial Statements 2018is able to work with Magento, Hybris and Shopify. Our platform is built on Machine Learning innovation, and seamlessly integrates into existing

Our Technology

THE FREDHOPPER DISCOVERY PLATFORM

Fredhopper (FHR) and Freestyle Merchandising (FSM) have now come together as two products under the Fredhopper Discovery Platform umbrella. The two products now share common capabilities and a data services platform.

The Fredhopper Discovery Platform is robust, scalable and secure cloud-based technology. It includes a smartdata engine and reporting functionalities, built on an open architecture.

It is capable of seamlessly processing huge amounts of data, for example on Black Friday 2018 our platformdelivered 14.1TB of data to client websites.

DISCOVERY PLATFORM

“I find it really easy to use, it’s always been something that is very

flexible in the way that we work with the teams to deliver our

requirements.”

Bronte Naylor-Jones, Trading Optimization Specialist at

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Our view on technology:

We believe that technology works best only when combined with human skills, creativity and flair. This is because shoppers buy on the basis of a combination of LOGICAL CONSIDERATION and EMOTIONAL CONNECTION, so retailers must cater for both.

Human Guided Automation is the way to deliver optimal performance: Blending state-of-the-art technology with merchandising creativity & inspiration. This enables a shopping experience which provides clients with a com-petitive advantage:

Augmenting an automated setup to apply the values and styling of your brand

Inspirationalmerchandising

Overlaying commercial strategies and retail

expertise on top of Machine Learning automation

=

Inspiring shopping

experiences

=

Connecting emotionally

with shoppers, surprise

and delight them

=

Boosting commercial

returns

This is why the Fredhopper Discovery Platform has been designed as a Platform as a Colleague (PaaC) delivery model. We call this ‘Freddie+Me’.

MACHINE LEARNING INNOVATION SEAMLESS INTEGRATION

MACHINE LEARNING INNOVATION SEAMLESS INTEGRATION

Artificial Intelligence (AI) technology is providing smart automation that is transforming how retail customers manage their shopper experiences.

With Machine Learning, e-commerce companies (which tend to have extensive product catalogues), are better able to optimize conversion by applying automation to highly predictable occurrences that require minimal human judgement.

Benefits include reducing errors, increasing speed of response and freeing up resources by improving efficiency.

The platform integrates and work with all major e-commerce platforms, as well as with highly bespoke setups, to enable our customers to deliver exceptional shopper experiences.

For example, the Fredhopper Discovery platform is able to work with Magento, Hybris and Shopify.

Our platform is built on Machine Learning innovation, and seamlessly integrates into existing IT infrastructures.

Page 10: Attraqt Report & Financial Statements 2018is able to work with Magento, Hybris and Shopify. Our platform is built on Machine Learning innovation, and seamlessly integrates into existing

Market OverviewONLINE SHOPPING CONTINUES TO GROW AS A PROPORTION OF ALL SHOPPINGThe rise of online shopping has been rapid in recent years, and the percentage of consumers going online to browse and purchase goods continues to grow. ln the latter part of 2018 online sales accounted for almost 20% of retail sales. Online sales also grew at ten times the rate of store sales in the first half of 2018¹, and over the next five years Western European online retail sales are predicted to grow at over three times the rate of total retail sales².

In fashion the trend is even more apparent, with the fashion online penetration rate roughly double that of overall retail sales. E-commerce accounts for 27% of total fashion sales, compared to 15% of total retail sales in 2018.² In Western Europe 58% of global online consumers made a purchase online in 2018, and about half of these shoppers bought clothing, accessories, or footwear. The number of global online fashion buyers is expected to reach 911 million by 2022, making it the largest category of online buyers.²

¹ Deloitte Retail Trends, UK 2018² The Forrester Analytics: Online Retail Forecast, 2018 To 2023 (Western Europe)

WHAT IT MEANS FOR ATTRAQT • Larger potential customer base • Increased investment into online retail • Traditional brands moving online need a best-in-class solution and the skills to operate online

THE ONLINE RETAIL MARKET IS MORE COMPETITIVE THAN EVERWith more and more consumers going online to shop, it has never been more vital to stand out from the crowd. Consumers expect their online shopping experience to match if not augment their bricks-and-mortar expectations, and they can easily move from site to site to find something that better matches what they’re looking for if it doesn’t, in a way unparalleled by the high street.

This is particularly true in Europe, where most consumers are now digitally mature. Nearly half of online adults in the European Union 5 (EU5) are empowered customers: 27% are classed as ‘Progressive Pioneers’, while 20% are ‘Savvy Seekers’. These two customer groups have the highest expectations for digital experiences and are the least forgiving. Progressive Pioneers are among the first to adopt new technologies and digital experiences, and Savvy Seekers tend to seek large amounts of information to learn about innovations and new products.¹

¹ The Forrester Analytics: Online Retail Forecast, 2018 To 2023 (Western Europe)

WHAT IT MEANS FOR ATTRAQT • Customers need a best-in-class software solution, as well as the additional experience and advice to get the most out of that solution to stand out, which Attraqt can provide

• Consumers’ expectation of their online experience is high, and Attraqt’s services enable this for retailers online

THE USE OF AI IS BECOMING INCREASINGLY IMPORTANT IN E-COMMERCEThe advent of Artificial Intelligence (AI) technology is providing smart automation that is transforming how retail

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customers manage their shopper experiences. Machine Learning is a subset of Artificial Intelligence and has had the most impact on e-commerce to date. Machine Learning algorithms are applied to large data sets to identify patterns and they constantly adapt to new data to improve efficacy. With Machine Learning, e-commerce companies, with extensive product catalogues, are better able to optimize conversion by applying automation to highly predictable occurrences that require minimal human judgement. Benefits include reducing errors, increasing speed of response and freeing up resources by improving efficiency.

As AI has become more sophisticated, more and more retailers are relying on AI. Its use is becoming prevalent amongst e-commerce software providers.

WHAT IT MEANS FOR ATTRAQT • Increased demand for Attraqt’s smart automation solutions, which are provided alongside specialist human interaction • Customers need more than just AI to stand out. Attraqt has the experience, knowledge and team in place to be able to deliver that additional element which can make the difference between success and failure • Attraqt has the experience and vision to rapidly accelerate technology capabilities with the right investments to

drive differentiation and growth

Global retail spending on artificial intelligence will grow

to $7.3 billion per year by 2022, up from an estimated

$2 billion in 2018, according a study from

Juniper Research¹.

¹Juniper Research: AI in Retail: Disruption, Analysis and Opportunities 2018

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The Attraqt WayOUR PURPOSE

We power exceptional shopping experiences for the world’s best brands.

OUR VISION

To become integral to the world’s best shopping experiences.

OUR BUSINESS MODELWe provide the best possible solution to the e-commerce challenges of our customers across the globe.

This helps leading brands and retailers flourish by delivering better results, creating inspiring and delightful shopper experiences and increasing overall efficiency and performance, through AI-enabled technology augmented and enhanced by human expertise and creativity.

Smart Automation

Our customers have access to a robust

technology platform designed for scale and

efficiency. We provide easy-to-use interfaces

and innovative solutions, all based on Machine

Learning insights.

Creative Control

Human expertise and creativity enhance

the technology. We provide customers’

merchandising teams with the ability to adapt

and augment our solutions to make them

specific to their particular goals and brand

mission. We are the experts in this sector and

are able to provide powerful advice at a high

enough level to cater for the world’s leading

brands.

=Human creativity empowered by Machine Learning

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VALUESOur values-led culture drives our shared success

• Better, together Through sharing insights and contributing to collective wisdom, we drive our communal success

• Pioneering We (in our people and technology) aim to break convention to anticipate and create something new

• Data-led We believe in creating a powerful knowledge-base that fosters shared data-led insight and expertise

“The capability to be able to create manually merchandised and curated collections

is a really important feature that we’re using, and given Beauty Bay prides itself on

providing curated experiences for our consumers, even just that basic capability has

made a big difference to our visual merchandising teams.”

NIK SOUTHWORTH, CHIEF TECHNOLOGY OFFICER AT

The Attraqt solution suits retailers where a nuanced brand strategy online provides them with a true competitive advantage, for example in the premium beauty industry.

Page 14: Attraqt Report & Financial Statements 2018is able to work with Magento, Hybris and Shopify. Our platform is built on Machine Learning innovation, and seamlessly integrates into existing

StrategyKEY STRATEGIC PRIORITIESWe have a customer-centric approach and believe that by continually improving our offering we can strengthen relationships with current clients, win new clients, and increase efficiencies in the business. By focusing on the six key strategic priorities outlined below, we will ultimately create value for all our stakeholders: our clients, employees and our shareholders.

Evolving our data-ledapproach

Drive customer successand optimizing the customer

experience

Innovation

Enhance ourpartnerships

Concentrating our efforton key verticals

Replicating our UK success in other geographies

EVOLVING OUR DATA-LED APPROACHWe will help our clients to use their customer data, offsite tracking and third-party data to better target their onsite search and personalization strategies via our data services platform, ultimately boosting their average order values.

We will also use this focus on data within our own business, making sure to track every part of our operations to see that they are as efficient and effective as possible.

DRIVE CUSTOMER SUCCESS AND OPTIMIZE THE CUSTOMER EXPERIENCEOur customers are at the heart of everything we do. We are focused on optimizing all areas of the business to support and enhance the customer journey, including the provision of unique insights to optimize client site search and merchandising performance to support their customers’ journeys.

INNOVATIONWe have a compelling product vision and a progressive roadmap to further broaden our capabilities and continue to deliver for our clients in an evolving retail environment.

This includes further investment in six key areas: Cloud, Smart Data, Creative Control, Actionable Insight, Shopper Experiences, & AI.

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ENHANCE OUR PARTNERSHIPSBy working with partners in the retail technology space Attraqt is equipped to cater for every possible requirement and scenario. We plan to foster further Technology, Integrator and E-commerce partnerships.

Partnerships have several benefits, including driving innovation providing access to new markets and supporting our ability to scale quickly.

CONCENTRATING OUR EFFORTS ON KEY VERTICALSOur primary market is large brand owners and premium or specialist retailers that are looking to create memorable, high-impact shopping experiences, and where it is clear we can have a positive impact.

In general, this tends to be those with a team or an individual responsible for merchandising, and that has over one million page impressions per month. Our key target verticals will be Fashion, Footwear, Homeware, Health & Beauty, Grocery, Electronics, B2B, Sports & Outdoor. We will also continue to work with specialist etailers outside of these verticals, or other etailers which demand a solution of excellence such as ours.

REPLICATING OUR SUCCESS IN OTHER GEOGRAPHIESWe are leaders in the UK and we will seek to replicate that in other key markets where we have an established footprint such as Benelux, The Nordics, Germany, France, Spain, and Italy.

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Chairman's StatementFor the year ended 31 December 2018

NICK HABGOOD, CHAIRMAN

As has been the case for a number of years, the retail market is undergoing a period of structural change, with an increasing proportion of purchases completed online, in many cases via mobile devices. Online has established itself as an important and growing channel which is attracting an increasing proportion of retailers’ investments. Attraqt is very well positioned to support these retailers and the growth of their online businesses as they look to optimise the effectiveness of their online investment.

Attraqt’s clients are some of the most innovative and sophisticated players in the market; looking to use technology to cultivate a differentiated, non-commoditised online approach to provide both the inspiration and convenience that the end customer is looking for; this enables them to achieve outstanding commercial results and protect their margins.

The period in review saw the appointment of Luke McKeever as Group CEO. The Board and I are very pleased to have Luke fully immersed in the business and working with our team, customers and partners to establish a clear path to realise Attraqt’s full value and potential. Over the past few months Luke has undertaken a discovery process and following this evaluation we are very pleased to have set out a newly defined vision, purpose and strategy, which Luke will expand on further in his statement.

We have continued to progress the work we commenced last year to drive the underlying operational effectiveness and performance of the business. Much progress has been made and we will follow on this path. This operational excellence forms the platform which will allow us to focus our efforts on driving innovation and sales and marketing execution in 2019.

Ultimately, we have a first-class client base, robust products, a growing market opportunity and a united team in place. Alongside our experienced Board, I am confident that the business is in strong and capable hands as we continue on our journey to become the recognised market leader in our field. Throughout this financial year we have made great strides in integrating the two original businesses; moving beyond operational and logistical integration to the cultivation of a truly collaborative culture at Attraqt. 2019 will be a year in which we focus our efforts on driving product innovation and sales and marketing excellence. I would like to thank Luke, the senior management team and all our employees for their hard work and dedication in what has been an intensive and exciting period for the Company.

NICK HABGOOD, CHAIRMAN13th February 201916

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"We have a first-class client base, robust

products, a growing market opportunity"

NICK HABGOOD, CHAIRMAN

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Chief Executive Officer's StatementFor the year ended 31 December 2018

LUKE MCKEEVER, CEO

Having been in the business for nearly nine months now, it is clear that we have the foundations in place to enable us to achieve our vision: to become integral to the world’s best shopping experiences. We have a great, aligned team, powerful technology, fantastic customers and unrivalled industry experience to drive our long-term success.

Having benefitted from teamwide research and customer, partner and industry input, we have developed a refreshed strategy with a clear series of actions that will drive our future growth. These actions include aligning our teams to ensure that we can support our customers along every aspect of their journey, new initiatives focused on driving idea-sharing and innovation, and building data into everything we do to provide new insights both internally and for customers. But this is only the start of the journey.

Alongside the discovery work and refinement of our strategy taken place over the period, the business has continued to deliver value to clients and begun to incrementally improve its operational delivery.

REVIEW OF SALES AND OPERATIONS

Attraqt grew revenues by 10% from £15.6m to £17.1m on a comparable basis, (annualised results of the Fredhopper acquisition, which was unaudited) over the period, driven largely by the high levels of recurring revenues in the business with 96% net revenue retention during the year. Additionally £2.6m of Annual Recurring Revenue (ARR) from new bookings was signed by 31 December 2018. Pleasingly, reflecting our focus on prospective clients with ambition for differentiation and margin protection, our Average Contract Value also continued to increase, up 14% to £97k.

The Company continued to experience attrition levels similar to the prior period. Whilst initiatives to mitigate client attrition and to improve client on-boarding have been implemented and are taking effect, some of the client attrition has occurred due to external circumstances, including the challenges being faced by UK high-street retailers. We expect that attrition will continue to play a factor in the short term which, as a consequence, is likely to impact revenue growth rates in the current financial year, before accelerating in FY20 and beyond.

As an initial indicator of success of the Group’s on-boarding improvements all customers signed in earlier periods, bar one, are now live and our data-led approach is resulting in new customers going live on plan. Alongside this, our Customer Success Management (CSM) and customer retention projects, initiated in 2018 have outperformed our expectations and we now have access to much better data to help us run the business with our customers at our core.

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At the end of the period we began to implement our newly defined strategy, with two early achievements including the launch of our new sales-driven website and collateral as well as the re-positioning of both products sets under the single, Fredhopper Discovery Platform banner.

MARKET DEVELOPMENTS

The challenges facing high street retailers have been well documented, and in a time when margins are coming under increasing pressure, retailers must focus more than ever on the incremental gains they can achieve through a strong merchandising strategy, both in store and online. The rise of online shopping has been rapid in recent years, and it has never been more vital to stand out from the crowd, as consumers expect their online shopping experience to emulate or complement their bricks-and-mortar visits. Retailers are looking for new ways to drive conversion rates, increase customer loyalty, increase their flexibility and continually improve the customer experience.

Over the last few years, the differentiating factors in e-commerce success have changed with the evolution of Artificial Intelligence (AI) and Machine Learning (ML). AI and ML techniques are able to provide automation that is transforming how retailers manage their shopper experiences. As these techniques have become more accessible, more and more retailers are incorporating this into their business operations, and its use is growing amongst e-commerce software providers. Attraqt is differentiated from peers in that it not only provides its customers with capabilities in this arena, it also offers the ability to override automation with human logic and creativity, alongside the provision of world-class training, consultancy and optimization services. We have also begun to explore relationships with complementary technology vendors to drive even more value for our clients. This is significant as we look to align our technology and partnership strategy with major e-commerce trends in the market.

REFRESHED GROWTH STRATEGY

As mentioned previously, one of my main focuses in 2018 was to gain a deep understanding of Attraqt, and to use that knowledge to reconsider and refresh the strategy for the Group. Taking into account the market developments laid out above, as well as considering closely the needs of all of our stakeholders, it has driven the strategy outlined below. This strategy leverages the Group’s strengths and leave us in a good position to address the future needs of e-commerce. We have a customer-centric approach and believe that by continually improving our offering we can strengthen relationships with current clients, win new clients, and increase efficiencies in the business. By focusing on the six key strategic priorities outlined below, we will ultimately create value for all our stakeholders.

• Evolving our data-led approach • Increasing the speed of our innovation • Driving customer success and optimising the customer experience • Enhancing our partnership strategy • Concentrating our effort on key verticals • Replicating our UK success in other geographies

PRODUCT DEVELOPMENT AND EXPANSION OF SERVICE OFFERING

TechnologyFredhopper (FHR) and Freestyle Merchandising (FSM) have now come together as two products under the Fredhopper Discovery Platform umbrella. The two products now share common capabilities including a data services platform and a reporting suite. They have a single roadmap, and the teams responsible for its development are organised around value-enhancing micro-services, in place of historical product sets. Common new feature

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innovation will continue to drive our convergence strategy over this next period.

The Fredhopper Discovery Platform is a robust, scalable and secure cloud-enabled technology. It is capable of seamlessly processing huge amounts of data, for example on Black Friday 2018 our platform supported several household name brands’ major sales processes, delivering 6,373 queries per second whilst offering 99.999% uptime over a 24 hour period.

Clients deliver exceptional search and merchandising strategies via our Merchandising Studio and in line with our strategy the Group is also creating an improved data tracking and assessment capability into the platform to provide new insights and benefits both internally and for our customers going forwards.

Services We believe that automated technology works best when combined with human ingenuity. This is because shoppers buy on the basis of a combination of logical consideration and emotional connection, so retailers must cater for both. Human Guided Automation is the way to deliver optimal performance, and it is only through blendingstate-of-the-art technology with merchandising creativity and inspiration that one can enable a shopping experience which provides clients with a competitive advantage. The team at Attraqt has experience working with some of the world’s biggest and most forward-thinking online retailers and brands, and therefore has an exceptional breadth of merchandising knowledge it can provide to clients to help them achieve incremental gains. We now package these insights as ongoing, short advisory engagements to cement the value we provide via our technology solutions.

PEOPLE

One of Attraqt’s key competitive advantages is its people. We have an experienced executive team at the helm, working alongside a very capable group of managers that are all passionate about our offering. Over the period we have sought to empower our teams with clear plans, new roles and training. We have also re-organised the structure of our executive teams around the customer journey, ensuring each team is putting the customer first. Attraqt’s values centre around the idea that by being better together, pioneering and data-led, we will drive our shared success.

Once again, the hard work of our teams has underpinned the ongoing progress and their commitment to delivering against our vision and growth strategy is unwavering. We are very proud to have a team of this calibre and thank them for their continued hard work and drive.

OUTLOOK

The Board’s focus is on putting the customer at the heart of every decision we take. In order to do this, we will build on our strong product set, with further product innovation a priority so that we can continue to deliver for our clients in an evolving retail environment. We will also drive the underlying operational effectiveness and performance of the business through greater utilisation of data and the successful implementation of our strategy. We have made significant steps in the right direction, but there is still work to be done and our teams are motivated to do it.

There remain significant opportunities for the Group to grow: both organically and through acquisition. We are well positioned to drive organic growth by growing average revenue per account through the addition of new targeted accounts, driving customer upsell and of course, innovation. Alongside this organic growth, we have the opportunity to replicate our successes in other key markets, with a number of global accounts providing reference-ability. And at the same, the Group continues to review M&A opportunities with the potential to provide innovative new capabilities to our customers.

Going into 2019 the business must tackle a number of challenges, including, the demise of certain brands over the period having impacted the Group’s bookings for the year ahead, and the pervasive threat of e-commerce software re-platforming. However, we are confident that by executing on our strategy these challenges can be mitigated, and

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that the benefits of establishing a clear path forward will be felt in the mid to long term. We believe that we are now utilising the Group’s teams, platforms and capabilities to their strengths and with a refined marketing and sales strategy, enhanced product offering, vision and purpose, I am confident that we are well positioned to take advantage of the markets where we have reference-ability and deliver value for all of our stakeholders over the long term.

LUKE MCKEEVER, CHIEF EXECUTIVE 13th February 2019

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Key Performance IndicatorsFor the year ended 31 December 2018

Attraqt uses KPIs to measure progress in the business, as we become more data-led we plan to expand our suite of KPI’s. The KPIs were revisited following the acquisition of Fredhopper BV in March 2017, with the impact of this shown here:

REVENUE GROWTH

Our goal is to deliver double digit organic revenue growth per year.

YEAR REVENUE GROWTH %2018 £17.1m 26%

2017 £13.6m 278%

* Post Fredhopper BV aquisition

ADJUSTED EBITDA (PRE-EXCEPTIONALS)

Our goal is to have positive EBITDA.

YEAR ADJUSTED EBITDA1

2018 £0.0m

2017 (£0.3m)

¹ Adjusted EBITDA refers to earnings before interest, tax, depreciation, amortisation (see note 6), share based payments (note 16) and exceptional items being those set out in note 5.

ACV (ANNUAL CONTRACT VALUE)

Our goal is to win higher contract values in order to increase the annual contract value so the ACV continues to grow.

YEAR EXIT RATE2018 £16.0m

2017 £16.0m

Annual Contract Value is the annualised revenue per customer contract as at the end of the reporting period and includes any new customer wins in development phase. This excludes one-time fees.

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AVERAGE ANNUAL CONTRACT VALUE

Our goal is to win higher contract values in order to increase the average contract value.

YEAR EXIT RATE2018 £97k

2017 £85k

Average Annual Contract Value is the annualised revenue per customer contract divided by closing logos as at the end of the reporting period and includes any new customer wins in development phase. This excludes one-time

fees.

LOGOS

Our goal is to increase logos year-on-year.

YEAR NEW LOGOS2018 15

2017 22

YEAR CLOSING LOGOS2018 165

2017 188

*126 added as a result of the Fredhopper BV acquisition.

NET REVENUE RETENTION

Our goal is to obtain 100% retention so that any new client wins grow the existing business.

YEAR NET REVENUE RETENTION2018 96%

Net revenue retention refers to December closing ACV less loss ACV plus new business.

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Risk OverviewFor the year ended 31 December 2018

STRATEGIC REPORT

The Board is responsible for Attraqt’s system of internal control and for reviewing its effectiveness. The system employed is designed to mitigate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss.

The Board has identified the following key risks facing the business:

Competitive riskThe growth in e-commerce has resulted in a significant increase in software companies seeking to supply online retailers with enabling technology. Attraqt aims to mitigate this risk by maintaining a close relationship with leading customers, reinvesting in new product features and innovation, delivering best-in-class customer support, enhancing brand recognition and service delivery.

The loss of key clients is always a potential threat. However, Attraqt seeks to mitigate this risk in several ways: a. Working closely with clients on the product innovation roadmap to ensure that the Fredhopper Discovery Platform provides competitive advantage to them; b. Investment in strategic partnerships to bring new capabilities to the Fredhopper Discovery Platform; c. Investment in extensive client support and training to ensure users are able to use the solutions effectively; d. Client contracts for a minimum of 12 months or longer with automatic annual renewals.

Platform outageAs a provider of a SaaS service, Attraqt relies on its hosting partners to provide an uninterrupted service. This risk is mitigated by partnering with a best-of-breed cloud computing provider (Amazon Web Services), the architecture of which facilitates quick recovery in the event of a single data region failure.

Recruitment and retentionAs with any fast-growing software business, Attraqt’s growth strategy is predicated on hiring people who will be effective in realizing its growth ambitions. Attraqt is committed to the delivery of a comprehensive program of formal and informal learning and development opportunities aligned to the needs and goals of the business. Attraqt has sought to mitigate this risk by recruiting an interim head of talent dedicated to create, develop and manage Attraqt’s talent management function.

Retail sector exposureDue to the nature of the technology Attraqt offers, our 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 Attraqt’s services.

Recently, there has been an increase in company voluntary arrangements and administrations in the retail sector. This places customer contracts and unpaid invoices at risk, increasing the risk for churn and bad debt.

Attraqt seeks to mitigate such risks by: a. Signing clients on 12 - 36 month contracts, and b. Continually considering new market opportunities; and c. Ensuring that our customers success team engages with customers that fall into administration at an early stage to negotiate new contracts where novation is not possible

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Technological riskAttraqt operates in an industry where competitive advantage is heavily dependent on technology. It is possible that technological development may reduce the importance of Attraqt’s function in the market. To remain competitive, we continue to enhance and improve the responsiveness, functionality, accessibility and other features of our solutions, services and technologies.

Attraqt has created and filled a Chief Partner and Strategy Officer role to focus on developing partnerships withcomplementary technology businesses, systems integrators and strategic partners.

Data privacyAttraqt handles the personal data of its customers and prospective customers, suppliers, contractors, partners and employees. Attraqt is therefore affected by the Data Protection Act 2018, the UK’s implementation of the General Data Protection Regulation (“GDPR”), a European law with direct effect across the European Union, including the UK. GDPR builds upon, extends, and enhances the existing data protection laws. GDPR came into force at the end of May 2018.

Attraqt is committed to complying with all of its data protection obligations and has a compliance program underway. All areas of the company that handle personal data have been identified and reviewed. Attraqt is upgrading security measures, improving processes and disclosures, plus putting in place new contracts.

Other proposed legislation could impose additional requirements and prohibit the use of certain technologies, such as those that track individuals’ activities on web pages or record when individuals click on an in-email link. Such laws and regulations could restrict customers’ ability to collect and use email addresses, web browsing data and personal information, which may reduce demand for its products.

Brexit riskAt the time of writing, there is considerable uncertainty about both a transitional and post-Brexit deal between the UK and the EU. Whilst it is difficult to predict what the effect of Brexit will be on Attraqt, allowances and plans have been made for the uncertainties that exist. In that regard, Attraqt has prepared a Brexit risk assessment considering its impact on people, data protection, contracts, VAT and exchange rates. The executive team has been briefed and actions in each of these areas have been identified to manage the impact of Brexit on Attraqt and its customers.

Attraqt is conscious that Brexit (both ‘hard’ and ‘soft’) presents a risk for the business from a data protection perspective. As Attraqt facilitates data transfers between the EU and the UK, it will be necessary to ensure those transfers can continue.

The UK might obtain an adequacy finding or similar structural arrangement to allow such data transfers. In the absence of such an arrangement, other measures may be necessary such as the EU business entering into Standard Contractual Clauses with the UK business. Even following publication of the Draft Withdrawal Agreement and the political declaration, there remains considerable uncertainty regarding the future relationship between the UK and the EU in relation to data protection.

Once the UK leaves the EU and any relevant transition or implementation period has expired, the UK will become a “third country” for the purposes of data protection law.

This status has a number of significant practical consequences, in particular for international data transfers, competent supervisory authorities and enforcement of the GDPR.

DEAL The draft political declaration records agreement on the following:

• Commitment to a high level of personal data protection to facilitate data flows and exchanges across the future relationship. • The European Commission will start the assessments of the adequacy of the UK’s data protection standards

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on the basis of the EU’s adequacy framework as soon as possible after withdrawal, aiming to adopt decisions by the end of 2020 if the applicable conditions are met. The UK will also take steps to ensure comparable facilitation of personal data transfers to the EU in the same timeframe if the applicable conditions are met.

NO DEALThe Information Commissioner’s Office (ICO) has published a checklist of six steps that businesses can take now to start preparing for data protection compliance if the UK leaves the EU on 29 March 2019 without a deal: https://ico.org.uk/media/fororganisations/documents/2553958/leaving-the-eu-six-steps-to-take.pdf. In the event of a no deal, Attraqt will be following the ICO’s advice and intends to put in place Standard Contractual Clauses.

Attraqt’s executive team will be closely monitoring the European Commission’s assessment for adequacy of the UK’s data protection standards, the current Brexit negotiations and the votes going through parliament at the time of writing.

Foreign exchange riskAttraqt has exposure to foreign exchange rate risk due to the nature of its operations and cost base. The current uncertainty means that this risk has increased. Attraqt constantly monitors the currency market and adjusts forecasts based on expected rates.

Intellectual propertyAttraqt’s intellectual property rights are important assets, of which rely 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.

Attraqt 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 Attraqt’s right to such knowledge, information and technology.

To the extent that Attraqt’s brands, technologies and databases are not protected by intellectual property rights, third parties, including competitors, may be able to commercialize or otherwise use Attraqt’s brand, technologies and/or databases without compensating.

Attraqt 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 Attraqt to lose part of its competitive advantage.

Any misappropriation of intellectual property could have a materially adverse effect on business, financial condition or operating results.

Furthermore, legal action may need to be taken to enforce 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 Attraqt’s rights.

ERIC DODD, CHIEF FINANCIAL OFFICER13th February 2019

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Board of Directors

CHAIRMAN: NICK HABGOOD

Nick joined Attraqt in 2015 as a Non-Executive Director and became Chairman the following year. In January 2018, Nick became Interim Executive Chairman while Attraqt undertook the search for a new Chief Executive Officer. In May 2018, Nick became Chairman again when Luke McKeever, Attraqt’s current Chief Executive Officer, joined Attraqt.

Following a successful executive career with GKN, Mars Corporation and MasterCard, Nick moved into private equity and is the Founder and Managing Partner of Azini Capital Partners LLP, a London based private equity firm with a shareholding in Attraqt and a track-record of successful investments in growth stage private and public technology companies.

Nick has a Master’s Degree in Mechanical Engineering (M.Eng) from the University of Bristol.

INDEPENDENT NON-EXECUTIVE DEPUTY CHAIRMAN: IVOR DUNBAR

Ivor is an extremely experienced and proficient investment banker, having spent most of his professional career in the City including 13 years with Barclays de Zoete Wedd, followed by 16 years at Deutsche Bank. At Deutsche Bank Ivor was Head of Global Capital Markets, Co-Head of Investment Banking and a member of the Executive Committee of Deutsche Bank’s corporate and investment banking division. Ivor is a capital markets specialist and has had experience advising top Government figures including the UK Treasury.

Ivor also holds roles as Chairman of Project Trust (an educational charity) and non-executive board member of Amara Living Ltd (an online retailer).

NICK HABGOOD,

CHAIRMANIVOR DUNBAR,

NON-EXECUTIVE

DEPUTY CHAIRMAN

ROBERT FENNER,

NON-EXECUTIVE

DIRECTOR

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INDEPENDENT NON-EXECUTIVE DIRECTOR: EDWARD EWING (RESIGNED JANUARY 2019)

In a career spanning three decades, Edward has worked extensively as a senior executive in the technology, media and telecommunications sectors across management, sales and product/service development roles.

Edward’s previous roles include working for Apple in Europe and the US, as Strategic Planning and Programme Director for Scoot.com plc; and managing sales and marketing in Northern Europe for Quark Inc. In addition, he was responsible for establishing the digital division for global publisher Boat International Media, including successfully building and launching boatinternational.com establishing it as a leading online market place for superyachts.

Along with advising a number of clients on strategy and business development, Edward has a portfolio of companies based in North Norfolk.

ROBERT FENNER, NON-EXECUTIVE DIRECTOR

Robert has been a partner in the international law firm Taylor Wessing LLP since 2005, and a solicitor for 28 years. He is a corporate lawyer specializing in advising companies on all aspects of corporate law including listings and mergers & acquisitions. Robert and his firm advises companies (including Attraqt) at all stages of their development whether they be large multinationals or younger growing businesses and has many years of experience advising on listed company transactions.

EXECUTIVE DIRECTOR: LUKE MCKEEVER

Luke joined Attraqt in May 2018 as Chief Executive having led several successful international private and public technology businesses, including Portrait Software Plc, OB10 and Neighbourly.

He has also worked in leadership and advisory positions for international data and technology companies including Experian, Metia and Alterian.

EXECUTIVE DIRECTOR: ERIC DODD

Eric Dodd has over ten years of experience in a CFO role and joined Attraqt in 2017 from lptor Supply Chain Systems UK Limited, a private equity-backed software and services business.

Eric has extensive public company experience, having been CFO at KBC Advanced Technology plc, an oil-focused technology services business, from 2015 until its successful sale to Yokogawa Electric Corporation in April 2016.

Eric qualified as a Chartered Accountant with Deloitte, has an MBA from London Business School and a BEng from Loughborough University.

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Executive Team

CHIEF EXECUTIVE OFFICER: LUKE MCKEEVER

Luke joined Attraqt in May 2018 as Chief Executive having led several success-ful international private and public technology businesses, including Portrait Software Plc, OB10 and Neighbourly.

He has also worked in leadership and advisory positions for international data and technology companies including Experian, Metia and Alterian.

CHIEF FINANCIAL OFFICER: ERIC DODD

Eric Dodd has over ten years of experience in a CFO role and joined Attraqt in 2017 from lptor Supply Chain Systems UK Limited, a private equity-backed software and services business.

Eric has extensive public company experience, having been CFO at KBC Advanced Technology plc, an oil-focused technology services business, from 2015 until its successful sale to Yokogawa Electric Corporation in April 2016.

Eric qualified as a Chartered Accountant with Deloitte, has an MBA from London Business School and a BEng from Loughborough University.

CHIEF STRATEGY AND PARTNER OFFICER: JOHN RAPP

In early 2016, John joined Fredhopper as Managing Director. His major focus was building the Marketing & Sales presence and actively supporting the Fredhopper sales process. Following Attraqt’s acquisition of Fredhopper in March 2017 John became CCO of Attraqt. In January 2019, John becameAttraqt’s Chief Strategy and Partner Officer.

John’s career includes more than 18 years’ experience in the European e-commerce and digital marketing industry. Prior to joining Fredhopper, John successfully established and managed various pan-European and regional sales organizations at companies such as lntershop, Scene 7, Adobe, Jive and SDL.

LUKE MCKEEVER,

CEO

ERIC DODD,

CFO

JOHN RAAP,

CHIEF PARTNERSHIP &

STRATEGY OFFICER

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VP SALES: ALLYSON BARCLAY

Ally leads commercial teams to support growth in key international markets and guides existing customers with their expansion plans. Key to her role is helping customers access Attraqt’s product innovation pipeline to help support their growth plans, as well as the onboarding of new customers.

Ally joined Fredhopper in early 2012, having worked in digital tech sales for six years specifically focused on the e-commerce sector for most of that period. She helped steer the transition of the Fredhopper sales team through acquisition, divestment and further acquisition.

DIRECTOR OF CUSTOMER SUCCESS: JONATHAN SCHRADI

Jonathan is responsible for Attraqt’s customer success program, ensuring that our clients receive the best possible outcomes from their partnership with Attraqt. As part of his responsibility for client retention and customer experience, he leads Attraqt’s Net Promoter Score (NPS) benchmarking program.

Jonathan has spent his entire professional career in customer-facing roles in a number of industries, where he was primarily focused on ensuring that businesses meet their client expectations. He joined Fredhopper in 2016 as a customer success manager and has been leading the customer success function for Attraqt since September 2017.

CHIEF TECHNOLOGY OFFICER: PETER THOMAS

Peter has more than 30 years’ experience in the software technology sector, with over two decades spent delivering scalable online software and services, including time at Oracle.

Peter joined Fredhopper in 2016 as CTO. Following Attraqt’s acquisition of Fredhopper in March 2017 Peter remained CTO, where his main responsibilities include product development and client delivery services.

Peter has a wealth of experience in business across public and privatecompanies. Previously he was CTO of the cloud division for IRIS Software and Director of Development at Betfair across UK, Romania and Portugal.

ALLYSON BARCLAY,

VP SALES

JONATHAN SCHRADI,

DIRECTOR OF

CUSTOMER SUCCESS

PETER THOMAS,

CHIEF TECHNOLOGY

OFFICER

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CHIEF INFORMATION AND SECURITY OFFICER: DAVID PHILLIPS

David, has more than 25 years’ experience in the software sector, including almost 10 years within e-commerce software.

David joined Attraqt in 2013 as Chief Technology Officer. Following Attraqt’s acquisition of Fredhopper in 2017, he became CIO. In January 2019, David’s role took on a security focus and he became Attraqt’s data protection officer. His main responsibilities lie in change management, internal systems and information security.

David’s extensive business experience includes having founded several of his own companies, including M486 Ltd and Cogenta Ltd, as well as holding senior roles within established public companies.

SENIOR LEGAL COUNSEL: TERENCE TSANG

Terence joined Attraqt in March 2018 and oversees the legal and business affairs of the group including commercial contracts, litigation, intellectual property, employment and corporate governance.

Terence qualified as a solicitor in private practice as a media, entertainment and sports litigator. He also has considerable experience in the anti-piracy arena advising filmmakers, musicians and computer game companies with digital rights enforcement in the UK and internationally. Prior to joining Attraqt, Terence was Senior Legal Counsel and Company Secretary at Guinness World Records.

HEAD OF TALENT: ANDREA NICOL

Andrea has spent the last two decades working both as a global head hunter and talent solution adviser to some of the world’s most admired corporations, as well as a number of innovative start-ups. Having worked across a wide variety of global businesses, Andrea is fundamentally passionate about creating talent strategies that match specific business requirements. Over the years, Andrea has developed a number of successful programmes for helping to both attract and nurture great talent.

DAVID PHILLIPS,

CHIEF INFORMATION &

SECURITY OFFICER

TERENCE TSANG,

SENIOR LEGAL

COUNSEL

ANDREA NICOL,

HEAD OF TALENT

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Chief Financial Officer's Statement

ERIC DODD, CFO

Total revenue increased by 26% to £17.1m (2017: £13.6m) reflecting the full period impact of the Fredhopper acquisition completed in March 2017. If contribution from Fredhopper is included, on a like-for-like basis, Group revenue increased by 10% when compared to 2017. On a similarly comparable basis (annualised results of the Fredhopper acquisition, which was unaudited), SaaS revenues increased by 8% to £15.2m (2017: £14.1m) and services revenue increased by 25% to £1.9m (2017: £1.5m). Two important KPIs for our business are the Annual Contract Value (ACV) because it is a good indicator of future revenues and the Net Retention Rate because it indicates how well we are serving our existing clients. The ACV at the end of 2018 was £16.0m (2017: £16.0m) and the NRR was 96%. Gross margin increased by 22% to £11.5m (2017: £9.4m). On the same comparable basis (annualised results of the Fredhopper acquisition, which was unaudited), gross profit increased by 16% to £11.5m (2017: £9.9m), a gross margin of 67%. The comparable SaaS gross margin (annualised results of the Fredhopper acquisition, which was unaudited) increased by 2% points to 76% (2017: 74%) and the services gross margin (annualised results of the Fredhopper acquisition, which was unaudited) increased by 31 points to -3% (2017: -34%) as legacy projects were completed. Management expects that the services business will begin operating on a profitable basis in the current financial year. Comparable operating expenses (annualised results of the Fredhopper acquisition, which was unaudited) increased by 14% to £11.5m (2017: £10.1m) reflecting the hiring of 11 heads including a Customer Success team. Adjusted EBITDA (pre-exceptional)1 £0.03m (2017: £0.2m loss) were in line with management expectations.

1As per definition in KPI’s

The exceptional costs of £0.6m in the period relate mainly to the change in CEO.

Depreciation and amortisation totalled £1.6m (2017: £1.3m) and increased due to the full period charge for the amortisation of intangibles that were created on the Fredhopper acquisition. There was a share-based payment charge of £0.4m (2017: £0.2m). Loss before tax was £2.7m (2017: £4.1m loss), with the tax charge in the period £0.1m (2017: £0.0m). Therefore, loss for the year was £2.8m (2017: £4.1m loss).

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The cash balance at the end of the period was £0.5m, which was a reduction of £1.1m during the year. The reduction was driven by exceptional costs of £0.6m and £0.3m net tax paid, due to payments being made for two years in Fredhopper BV – neither of these items are expected to recur in 2019. December is traditionally a low point in the working capital cycle as a result of cyclically low invoicing in October and November. By the end of January, the cash balance had increased to £1.1m. In addition, the company is looking to put in place a bank facility of at least £1m by the end of the first quarter.

This strategic report has been approved and is signed on behalf of the Board:

ERIC DODD, CHIEF FINANCIAL OFFICER13th February 2019

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Corporate Governance ReportFor the year ended 31 December 2018

CORPORATE GOVERNANCE REPORT

As an AIM listed company, the Board the importance of applying sound governance principles in the successful running of the Company. We adopt and adhere to the QCA Corporate Governance Code for Small and Mid-Size Quoted Companies (the QCA Code) in so far as is practical and appropriate.

The Chairman’s role and responsibility for corporate governance The Chairman has overall responsibility for corporate governance working in conjunction with Attraqt’s company secretary and senior legal counsel. In this regard, Attraqt believes that good corporate governance is about having the right people (in the right roles), working together, and doing the right things to deliver value for shareholders as a whole over the medium to long-term. This is achieved through robust decision making by the board, keeping it dynamic, while at the same time ensuring a consistent corporate culture throughout the organisation.

The remuneration and audit committees were established following the Attraqt’s admission to AIM on 19 August 2014.

The board of directors The details of Attraqt’s board, together with the audit and remuneration committees, are set out in the governance section.

The board meets monthly and is responsible for the overall management of the Attraqt’s long-term strategy and objectives and the monitoring of performance. It oversees operations and ensures the maintenance of sound internal controls and risk management systems.

Certain matters are specifically reserved for the approval of the board, including approval of significant capital expenditure, material business contracts and corporate transactions. To enable the board to discharge its duties all directors receive appropriate and timely information.

At 31 December 2018 the board consisted of a chairman, two executive directors, a non-executive chairman, two independent non-executive directors and one non-executive director. With the resignation of Ed Ewing in January 2019, the current board structure is chairman, chief executive officer, chief financial officer and one independent non- executive director and one non-executive director.

Board Meeting Attendance

1st January 2018 to 31st December 2018

BOARD MEMBER ELIGIBLE TO ATTEND ATTENDEDNick Habgood 10 10

Ivor Dunbar 10 10

Ed Ewing 10 10

Robert Fenner 10 10

Luke McKeever 7 7

Eric Dodd 10 10

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Internal advisory responsibilities of the company secretary and senior independent director

The company secretary at Attraqt acts as a trusted adviser to the Chairman and the Board. In particular, the company secretary plays a vital role in relation to both legal and regulatory compliance. The company secretary also plays a proactive and central role in ensuring good governance. In this regard, assistance is provided to the board in preparing for and running effective board meetings, including the timely dissemination of appropriate information.

The senior independent director acts as a sounding board for the Chairman and acts as an intermediary for other directors. Where appropriate, the senior independent director works with the Chairman, other directors and shareholders to resolve major issues.

Board evaluation The Board conducted its first board evaluation in July 2018. This took the form of a chairman led questionnaire based on clear and relevant objectives, seeking continuous improvement. In doing so, it was established that the board was well-functioned, balanced and led by the chair.

Training and development of board members

Where appropriate to do so, and if requested by board members, Attraqt funds training opportunities and development of board members to further its business objectives.

Directors’ remuneration As set out in the remuneration report, 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 recognize the importance of performance related incentives and executive directors are paid bonuses as deemed appropriate by the remuneration committee.

External advice The board and its committees have not during the relevant period sought external advice on a significant matter

Relations with shareholders Attraqt recognizes the value of communications with its shareholders. As well as the statutorily required news releases via the Stock Exchange, Attraqt issues updates on matters that it considers of interest to shareholders and the wider investing public. It responds quickly to enquiries and requests from shareholders subject to the limitations of providing price sensitive information.

All shareholders receive at least 21 days’ notice of the annual general meeting at which all the directors and the chairman are normally available to answer from shareholders attending the meeting.

ACCOUNTABILITY AND AUDIT

Financial reporting The chief executive and chief financial officer statements contain detailed reviews of the performance and financial position of the company. Attraqt uses these statements and the directors’ report to present and explain the company’s financial position and performance. The directors’ responsibility for the financial statements is described on page 42.

Internal control The board confirms that it has established the procedures necessary to implement the guidance set out in the Financial Reporting Council’s “Guidance on risk management, internal control and related financial and business reporting”. The identification, evaluation and management of risk has been considered by the board. It is intended

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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 Attraqt’s system of internal control. Such a system can provide reasonable but not absolute assurance against material misstatement or loss. The board has considered the major business risks and the control environment. Important control procedures, in addition to the day to day supervision of the business, include comparison of monthly management accounts to the budget.

Audit committee and auditors Between 1st January 2018 to 31st December 2018 the audit committee comprised of Ivor Dunbar and Edward Ewing, both non-executive directors.

The auditors of Attraqt 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 Attraqt and the 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. There were four meetings during the year, two of which were for audit planning and two to review the financial statements, all meetings were attended by the auditors.

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AUDIT COMMITTEE REPORTFor the year ended 31 December 2018

COMPOSITION AND TERMS OF REFERENCE

The board has considered the independence of these directors and although Ivor Dunbar has a holding of 1.14% of Attraqt it considers him, and Edward Ewing (who has a holding of 0.09%), to be independent non- executive direc-tors.

The audit committee meets as required and specifically to review the interim report and annual report and to con-sider 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 and corporate finance fees. Fees in respect of audit and tax service are disclosed in note 6. 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 CONTROLThe board is responsible for establishing and maintaining Attraqt’s system of internal control and for reviewing its effectiveness. The system of internal control is designed to manage, rather than eliminate, the risk of failure of the achievement of business objectives and can only provide reasonable but not absolute assurance against material misstatement or loss.

The audit committee monitors and reviews the effectiveness of the system of internal control and reports to the board when appropriate with recommendations.

The main features of the system of internal control are: • A control environment exists through the close management of the business by the executive directors. Attraqt

has a defined organization 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 acqui-sitions and disposals, major capital projects, treasury and risk management policies and approval of budgets.

• Attraqt 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 Attraqt to ensure that the assets are safeguard-ed and that proper accounting records are maintained.

DATES MEMBERS1st January 2018 to 31st December 2018 Ivor Dunbar (Chair), Edward Ewing (Member)

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REMUNERATION COMMITTEE REPORTFor the year ended 31 December 2018

INTRODUCTIONAttraqt presents its remuneration committee report for the 2018 financial year, which sets outs the remuneration framework for the executive chairman, our executives and our non-executive directors. The remuneration commit-tee report is designed to provide shareholders with a clear and detailed understanding of Attraqt’ s remuneration framework.

COMPOSITION AND TERMS OF REFERENCE

Edward Ewing and Ivor Dunbar are independent non-executive directors. Robert Fenner is a non-executive director who the Board does not consider to be independent due to Attraqt’s on-going relationship with Taylor Wessing. At-traqt’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.

The remuneration committee has responsibility for determining, within the agreed terms of reference, the Attraqt’s policy on the remuneration packages of the chief executive officer, chairman, and the executive directors, the group secretary, senior managers and such other members of the executive management as it is designated to consider. The remuneration committee also has responsibility for determining (within the terms of Attraqt’s policy and in con-sultation with the chairman of the board and/or the chief executive officer) the total individual remuneration package for each executive director, the group secretary and other designated senior executives (including bonuses, incentive payments and share options or other share awards).

The remuneration of non-executive directors is a matter for the chairman and executive directors of the board. No director or manager is allowed to partake in any discussions as to their own remuneration. In addition, the remuner-ation committee has the responsibility for reviewing the structure, size and composition (including the skills, knowl-edge 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’ REMUNERATIONExecutive remuneration packages are designed to attract and retain executives with the qualities and skills respon-sible for delivering the long-term growth of Attraqt. The remuneration committee recommends to the board remu-neration 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 indus-tries.

There are two main elements of the remuneration package for executive directors and staff: Basic salaries and bene-fits in kind

• Basic salaries are recommended to the board by the remuneration committee, taking into account the perfor-mance of the individual and the rates for similar positions in comparable companies.

DATES MEMBERS1st January 2018 to 31st December 2018 Ivor Dunbar (Chair), Edward Ewing (Member)

1st January - present Robert Fenner (Chair), Ivor Dunbar (Member)

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• Benefits in kind comprising death in service, private medical insurance and statutory pension are available to all staff and executive directors.

Share optionsAttraqt operates a share option scheme for the executive directors and other employees to motivate those individu-als 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 schemeAttraqt has a discretionary bonus scheme for staff and executive directors.

Service contractsThe executive directors are employed under service contracts requiring six months’ notice by either party. Non-exec-utive 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 director’s remunerationNon-executive directors are paid a fee for services as a director. The fee, which is approved by the board, mindful of the time commitment and responsibilities of the role and of current market rates for comparable organizations and appointments. All non-executive directors and the chairman are reimbursed for travelling and other incidental expenses incurred on company business.

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The emoluments of the directors were as follows (audited):

Year ended 31 December 2018

Year ended 31

December 2017

Salary &directors’

fees

Benefits in kind Total Total

£ £ £ £

Executive directors

Eric Dodd (i) 193,250 4,494 197,744 59,208

Andre Brown (ii) 233,654 7,489 241,143 336,674

Mark Johnson (iii) - - - 188,291

Luke McKeever (iv) 164,038 2,781 166,819 -

Non-executive directors

Nick Habgood (v) 102,500 - 102,500 115,000

Ed Ewing 40,000 - 40,000 40,000

Robert Fenner (vi) 40,000 - 40,000 40,000

Ivor Dunbar 40,000 - 40,000 40,000

Total 813,442 14,764 828,206 819,173

Executive directors No of Shares Grant Price Grant Date

Luke McKeever 3,191,058 31.5p 22 May 2018

Eric Dodd 1,063,685 33.5p 6 August 2018

REMUNERATION COMMITTEE REPORTFor the year ended 31 December 2018

i. Appointed on 15 November 2017.ii. Resigned 12 January 2018, 1 year salary paid in lieu of notice, in 2017 was given a discretionary bonus of £75,000.iii. Resigned 15 November 2017, in 2017 was given a discretionary bonus of £75,000.iv. Appointed 22 May 2018. £25,000 relocation allowance in 2018 (2017 – nil)v. Given a discretionary bonus of £75,000 in 2017. Is a partner in Azini Capital Partners, the fee for Nick’s services is

paid to Azini Capital Partners, see note 20.vi. A partner in Taylor Wessing, the fee for his services is paid to Taylor Wessing, see note 20.

On the 22 May 2018 and the 6 August 2018 the following share options were issued to the executive directors, de-tails are shown in note 16.

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DIRECTORS REPORTFor the year ended 31 December 2018

The directors present their report with the financial statements of Attraqt for the year ended 31 December 2018.

ResultsThe Group made a loss after tax in 2018 of £2,762,000 (2017 - £4,070,000) on turnover of £17,144,000 (2017 - £13,615,000) representing a loss of £0.03 per share (2017: £0.04). The net cash used in operating activities was £295,000 (2017 - £2,870,000).

DividendsThe board do not propose the payment of a dividend for the year.

DirectorsAll directors are expected to devote as much time as is required for the proper performance of their duties. Overall, we anticipate that each director will spend a minimum of three days a month working for Attraqt.

The directors shown below either held office during the reporting period or to the date of this report: • Nick Habgood • Eric Dodd • Luke McKeever (joined 22 May 2018) • Ivor Dunbar • Edward Ewing (resigned January 2019) • Robert Fenner • André Brown (resigned 12 January 2018)

Qualifying third party indemnity provisionsAttraqt purchases directors and officer’s 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 pro-ceedings.

Financial instrumentsDetails of Attraqt’s risk management objectives and policies together with its exposure to financial risk are set out in note 19 to the financial statements.

Going concernAfter making appropriate enquiries, the directors consider that Attraqt has adequate resources to continue in opera-tional existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in prepar-ing the financial statements.

Key future developmentsAttraqt will continue the research and development of new products and product enhancements using its internal expertise and jointly with technology partners. The selection of developments to be undertaken is based on feed-back from existing and prospective clients and prioritised according to the return they can be expected to generate. Attraqt will continue to invest in research and development at the same rate as the current year, to ensure the tech-nological risk as set out in the strategic report is mitigated.

ListingAttraqt’s ordinary shares have been traded on the AIM Market of the London Stock Exchange since 19 August 2014.

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N+1 Singer is Attraqt’s nominated advisor and broker. The closing mid-market share price at 31st December 2018 was 32p.

Statement of 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 the financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and of the profit or loss for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market.

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

• Select suitable accounting policies and then apply them consistently;

• Make judgements and accounting estimates that are reasonable and prudent;

• State whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements;

• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that Attraqt will continue in business.

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

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 Attraqt’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in their jurisdictions. The maintenance and integrity of the 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 period ahead will be focused on driving the underlying operational effectiveness and performance of the business. Whilst the fundamentals of the business are good and we have a solid platform to build upon, we will continue to focus on ensuring the business is fit and ready for its next phase of growth.

The key to success for 2019 will be new client wins, further upsell to current customers and minimising attrition. We have put in place the tools to enable this strategy and look forward to delivering on it in the period ahead.

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 Attraqt’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 Attraqt’s auditors are aware of that information.

Auditors

The auditors, BDO LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

Eric Dodd

Eric Dodd Chief Financial Officer 13 February 2019

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INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF THE ATTRAQT GROUP

OpinionWe have audited the financial statements of ATTRAQT Group plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2018 which comprise the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated statement of changes in equity, the consolidated statement of cashflows and notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion: • the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs

as at 31 December 2018 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.

Basis for opinionWe conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concernWe have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: • the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not

appropriate; or • the directors have not disclosed in the financial statements any identified material uncertainties that may cast

significant doubt about the group’s or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Key audit mattersKey audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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KEY AUDIT MATTER OUR RESPONSERevenue recognition and transition to IFRS 15See accounting policy in note 2 for details of the group’s accounting policy in respect of revenue recognition and page 55 for details of the change in accounting policy to IFRS 15.

We considered there to be a significant audit risk arising from inappropriate or incorrect recognition of revenue. This is due to the different elements of the contracts en-tered into by the group and the varying length of these contracts, this leads to the key risk of material mis-statement arising both from the recognition of revenue around the year end (cut-off) and the correct application of the revenue recognition policy itself in line with the new requirements of IFRS 15.

For the year ended 31 December 2018, there is a specif-ic risk around the transition to the new revenue stand-ard, IFRS 15.

Cut-off risk arises around the correct apportionment of revenue to the correct accounting period and subse-quent amount deferred at the year end.

Our procedures included reviewing the group’s adopted revenue recognition policy to ensure it is in accord-ance with the requirements of IFRS15 – Revenue from contracts with customers. We have reviewed the adopt-ed policy overall to ensure that the policy meets the requirements of IFRS 15 and considered how the group has identified contracts, identified the separate perfor-mance obligations, determined the transaction price and allocated the transaction prices to the performance obligations and how they have recognised revenue when the performance obligation has been satisfied. We have furthermore tested the application of this policy through substantive sample testing across all significant components to ensure that the policy has been applied consistently and appropriately throughout the year,

The group has two main revenue streams, being SaaS revenue and Professional Services revenue. We per-formed specific substantive testing over each revenue stream, including the following:

• Generating expectations of contracted SaaS reve-nue recognised during the year based upon ongoing customer contracts entered into, during both prior and current years, with SaaS revenue recognised over the duration of the contracted period. A substantive sample of items were selected tracing to source doc-umentation and re-calculating the expected revenue recognised during the year, whilst for those contracts spanning over the year end, a sample of the amounts accrued and deferred was re-calculated. Contracts which include set-up fees have been reviewed to en-sure that the revenue has been appropriately recog-nised when the customer service has commenced.

• Testing a substantive sample of professional services revenue recognised in the year, reconciling to ex-pectations based on underlying contracts and hours worked on each project to understand the stage of completion. Based on the underlying information an expectation was also generated over any accrued and deferred income recognised at year end

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KEY AUDIT MATTER OUR RESPONSECapitalised development costs

See accounting policy in note 2 and intangible assets note (note 11) on page 56 and page 70.

The Group capitalises costs in relation to the devel-opment of the software utilised in the offering of the service to the Group’s customers.

In accordance with IAS 38 ‘Intangible assets’, manage-ment’s policy is to capitalise development expenditure on internally developed software products if the costs can be measured reliably and the resulting asset meets the relevant criteria.

Development costs not satisfying the relevant criteria and expenditure on the research phase of internal projects are recognised in the income statement as incurred.

There is a risk that the criteria outlined under IAS 38 are not met and therefore development costs are incorrect-ly capitalised.

Our procedures included considering whether the de-velopment costs capitalised met the criteria for capital-isation under IAS 38. Through the review of supporting documentation, in the form of salary and timecard information, we have tested substantively the mechan-ics over capturing the time spent on projects.

All projects capitalised during the year were discussed and challenged with the development team to gain an understanding of the project. Further, all balances with a material net book value (“NBV”) on the balance sheet were selected for substantive testing. To achieve this, an understanding was gained over the stage of develop-ment of the product through discussion with the devel-opment team and the ability for the asset to generate future economic benefits for the business by reviewing the cash flow forecasts of the group. The detailed testing over the cash flow forecasts included a review of budget versus actuals, and an analysis of the accuracy of managements forecasting in the prior period.

For each intangible asset tested all capitalised costs were agreed back to supporting documentation and against the relevant criteria for capitalisation.

Investments and impairment of intangibles (incl. Goodwill)See accounting policy in note 2, the intangible assets note (note 11) on page 70 and note 2 to the company financial statements on page 84.

Parent In the parent company’s financial statements, there is a risk that the carrying value of the investment in the Fredhopper group is irrecoverable, and thus should be impaired. An impairment review was performed by management given it is the first full year since this acqui-sition by the group.

GroupOn consolidation, the group holds goodwill and intangi-ble assets of £16.5m and £10m respectively.

Goodwill is allocated to each of the groups cash gen-erating units (“CGU’s”). Further, an annual impairment review is required by management to ensure the level of goodwill is supported by the performance and position of the underlying group in line with the requirements of IFRS.

Our procedures included ensuring the investment with-in ATTRAQT Plc (standalone company), in addition to the intangible assets and goodwill created on consolidation have been accounted for in accordance with IFRS 3.

In relation to the impairment of the investment, intangi-ble assets and goodwill balances recognised in both the company and the group’s financial statements respec-tively, our procedures included analysing the detailed impairment reviews performed by management, review-ing the underlying calculations of the discounted cash-flow, through testing the inputs of the calculation. The main areas under review being the cashflow forecast of the group, ensuring that the short and long term growth rates used were supportable when analysed against historic growth of the company, in addition to a review of the discount rate utilised, when reviewed against to the rates included in the purchase price allocation. The forecasts have also been sensitised by the audit team to ensure that there is sufficient headroom in the calcula-tions.

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At year-end, there are risks present over both the intan-gible assets and goodwill:

Intangible assets – risk over the valuation of the sepa-rately identified intangibles and the subsequent risk at year end as to whether any impairment indicators exist.

Goodwill – risk that the recoverable amount of goodwill is lower than its year end carrying amount.

Further, we have performed a review over the detailed disclosures within the financial statements in respect to the investment (standalone company) and the goodwill and related intangibles within the Group.

Our application of materialityWe apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of mis-statements. For planning, we consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Materiality Materiality for the group as a whole was set at £257,100 (2017: £170,000), which represents 1.50% (2017: 1.25%) of group revenue. Revenue provides a consistent year on year basis for determining materiality and has been conclud-ed as the most relevant performance measure to the stakeholders of the group. The increase in percentage from 1.25% to 1.50% used to generate the group materiality is a combination of the following factors, there was no sig-nificant acquisition made in the current year and taking into account that there have historically been no significant misstatements identified.

Performance Materiality In considering individual account balances and classes of transactions, we apply a lower level of materiality (perfor-mance materiality) in order reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

Based upon our assessment of the risks within the group and the group’s control environment, performance materi-ality for the financial statements was set at £192,825 (2017: £127,500), being 75% (2017: 75%) of materiality.

Performance materiality levels used for the key component identified within the group were based upon the same benchmarks and percentages detailed for the group, due to each component being consistent in both nature, audit risks identified and control environment to the group as a whole. The performance materiality applied to compo-nents was £118,200 (2017: £95,625).

Reporting ThresholdThe reporting threshold is the amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £5,142 (2016: £8,500), which is 2% (2017: 5%) of materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.

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An overview of the scope of our auditOur group audit was scoped by obtaining an understanding of the group and its control environment, including the group’s system of internal control, and assessing the risk of material misstatement in the financial statements at the group level.

The group consists of seven entities based in Europe, with the majority of trade arising within the UK and Nether-lands entities. There are three entities based in the UK, one being the Holding company. Further to this there are trading entities within the Netherlands, US, Germany, France, Bulgaria and Australia.

In determining the scope of our audit, we considered the size and nature of each component within the group to determine the level of work to be performed for each component in order to ensure sufficient assurance was gained to allow us to express an opinion on the financial statements of the group as a whole.

We obtained an understanding of the internal control environment related to the financial reporting process and assessed the appropriateness, completeness and accuracy of group journals and other adjustments performed on consolidation.

Classification of componentFour components were identified as significant (2017: two components) and have been audited for group report-ing purposes by the group engagement team. The significant components audited for group reporting purposes accounted for 94% (2016: 98%) of the group’s revenue. Specific procedures were performed for the non-significant components.

In addition, we tested the consolidation process, including consolidation adjustments and journals, we performed audit work on all key judgements areas and carried out analytical procedures to confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial information arising in the remaining components not subject to audit. Our scoping assessment across the overall Group has been outlined below which analyses the component testing performed.

Other informationThe directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material incon-sistencies or apparent material misstatements, we are required to determine whether there is a material misstate-ment in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit: • the information given in the strategic report and the directors’ report for the financial year for which the finan-

cial statements are prepared is consistent with the financial statements; and • the strategic report and the directors’ report have been prepared in accordance with applicable legal require-

ments.

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Matters on which we are required to report by exceptionIn the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit

have not been received from branches not visited by us; or • the parent company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit.

Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out in the Directors report set out on page 42, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent compa-ny’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our reportThis 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.

Andrew Viner (Senior Statutory Auditor)For and on behalf of BDO LLP, Statutory AuditorLondon 13 February 2019

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).48

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FinancialStatements

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Note 2018 2017

£’000 £’000

Revenue 4 17,144 13,615

Cost of Sales 4 (5,614) (4,169)

Gross profit 11,530 9,446

Administration expenses (13,680) (11,116)

Exceptional administrative expense 5 (563) (2,382)

Total administrative expenses (14,243) (13,498)

Loss from operations 6 (2,713) (4,052)

Loss before tax (2,713) (4,052)

Taxation charge 8 (49) (18)

Loss for the year (2,762) (4,070)

CONSOLIDATED INCOME STATEMENTFor the year ended 31 December 2018

The notes on pages 55 to 80 form an integral part of these financial statements.

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Note 2018 2017

£’000 £’000

(Loss) for the year (2,762) (4,070)

Foreign exchange translation differences (8) (239)

Total comprehensive (loss) for the year, attributable to shareholders of the parent

(2,770) (4,309)

Loss per share attributable to the ordinary equity holders of the company

Basic and diluted EPS 9 (2.6p) (4.4p)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2018

The notes on pages 55 to 80 form an integral part of these financial statements.

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Note 2018 2017

£’000 £’000Non-current assetsIntangible assets 11 25,432 26,256Plant and equipment 10 168 157Total non-current assets 25,600 26,413

Current assetsTrade and other receivables 13 4,936 4,543Cash and cash equivalents 14 509 1,636Corporation tax recoverable - 9Total current assets 5,445 6,188Total assets 31,045 32,601

Current LiabilitiesTrade and other payables 17 8,186 7,223Corporation tax 24 -Total current liabilities 8,210 7,223

Non-current liabilitiesDeferred tax liability 8 1,254 1,462Total non-current liabilities 1,254 1,462Net Assets 21,581 23,916

EquityIssued capital 15 1,063 1,063Share premium 15 30,108 30,108Merger reserve 1,457 1,457Share based payment 16 1,238 803Forex reserve (265) (257)Retained earnings (12,020) (9,258)Total equity attributable to equity holders of the parent 21,581 23,916

CONSOLIDATED STATEMENT OF FINANCIAL POSITIONFor the year ended 31 December 2018

The notes on pages 55 to 80 form an integral part of these financial statements.

These Consolidated financial statements and the accompanying notes were approved for issue by the Board on 13 February 2019 and signed on its behalf by:

Eric DoddChief Financial Officer

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Share capital

Share premium

Merger reserve

Share based

payment reserve

Foreign exchange reserve

Retained earnings Total

£’000 £’000 £’000 £’000 £’000 £’000 £’000

Balance at 1 January 2017 269 4,253 1,457 647 (18) (5,188) 1,420

Loss for the year - - - - - (4,070) (4,070)

Foreign currency translation differences

- - - - (239) - (239)

Total comprehensive loss for the year

- - - - (239) (4,070) (4,309)

Contributions by and distributions to ownersShare based payment charge - - - 156 - - 156

Shares issued 794 27,005 - - - - 27,799

Issue costs - (1,150) - - - - (1,150)

Total contributions by and distributions to owners

794 25,855 - 156 - - 26,805

Balance at 31 December 2017 1,063 30,108 1,457 803 (257) (9,258) 23,916

Loss for the year - - - - - (2,762) (2,762)

Foreign currency translation differences

- - - - (8) - (8)

Total comprehensive loss for the year

- - - - (8) (2,762) (2,770)

Contributions by and distributions to ownersShare based payment charge - - - 435 - - 435

Total contributions by and distributions to owners

- - - 435 - - 435

Balance at 31 December 2018 1,063 30,108 1,457 1,238 (265) (12,020) 21,581

CONSOLIDATED STATEMENT OF CHANGES OF EQUITY

For the year ended 31 December 2018

The notes on pages 55 to 80 form an integral part of these financial statements.

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Note 2018 2017

£’000 £’000Cash flows from operating activitiesLoss for the year (2,762) (4,070)Adjustments for:Depreciation of property, plant and equipment 10 62 51Amortisation of intangible fixed assets 11 1,586 1,227Loss on disposals 10 - 10Income tax charge 8 49 18Share based payment expense 16 435 156Foreign exchange differences 104 33

(526) (2,575)Increase in trade and other receivables (384) (1,486)Increase in trade and other payables 893 1,183Cash used from operating activities before interest and tax (17) (2,878)

Taxation (paid)/received (278) 8Net cash used from operating activities (295) (2,870)Cash flows used in investing activitiesAcquisition of subsidiaries - (22,536)Purchases of Property, plant and equipment 16 (70) (137)Development of intangibles 11 (696) (672)Net cash used in investing activities (766) (23,345)Cash flows from financing activitiesIssue of ordinary shares, net of issue costs - 26,649Net cash (used) / generated from investing and financing activities

(766) 3,304

Net (decrease) / increase in cash and cash equivalents (1,061) 434Cash and cash equivalents at beginning of year 1,636 1,157Effect of foreign currency exchange rate changes (66) 45Cash and cash equivalents at end of year 14 509 1,636

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2018

The notes on pages 55 to 80 form an integral part of these financial statements.

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NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2018

1.GENERAL INFORMATIONAttraqt Group plc (“the Company”) and its subsidiaries (collectively, the ‘Group’) principal activity is the development and provision of eCommerce site search, merchandising and product recommendation technology.

The financial statements for the year ended 31 December 2018 were authorised for issue by the Board of Directors of the Company on 13 February 2019.

The Company is a public limited company which is quoted on the Alternative Investment Market on the London Stock Exchange, and is incorporated, registered and domiciled in England and Wales (registered number: 08904529). The address of its registered office is 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW.

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

Basis of preparationThe financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) as adopted by the European Union and on an historical cost basis. The Group financial statements are presented in UK sterling and all values are rounded to the nearest thousand pounds (£’000), except when otherwise indicated.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting es-timates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Further details on the Group’s critical judgements and estimates are included in note 3.

Going concernThe Directors have considered the Group’s forecasts, projections, and the risks associated with their delivery, and are satisfied that the Group will be able to operate for at least 12 months from the date of approval of these finan-cial statements. In relation to available cash resources, the Directors have had regard to both cash at bank and a £250,000 overdraft facility. Accordingly, they have adopted the going concern basis in preparing these financial statements.

RevenueThe Group’s accounting policy for revenue is in line with IFRS 15, information regarding the considerations upon adoption are disclosed in the new standards applied in the period section.

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 de-rives the majority of its revenue from the provision of e-commerce services via a license fee to online retailers which includes site search, merchandising and product recommendation technology. As a result of IFRS 15 the following revenue streams have been determined:

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SaaS license fee: In the case of SaaS Licence Fee only contracts, revenue would be recognised over time as the cus-tomer has access to the vendor’s intellectual property as it exists at any given time throughout the licence period.

Implementation fee: These contracts have defined performance obligations set out, and upon satisfaction of the per-formance obligation, i.e. hand over of the intellectual property, revenue will be recognised. However, if granting the licence qualifies for recognition over time then on that basis it provides access to the IP at any given time throughout the licence period, the transaction price is recognised over the related licence period. If there is no defined perfor-mance obligation set out in the contract, the revenue would be recognised at the end of the implementation phase when control would be deemed to have transferred.

On-going services: Revenue in relation to Technical Consulting/Business consulting contracts that have distinct performance obligations I.e. the number of consulting days defined in the contract, will be recognised at a point in time according to time and materials used – therefore, once the customer consumes the benefits from the service provided, the revenue is recognised.

Exceptional itemsExceptional items are those which, by virtue of their nature, size or incidence, either individually or in aggregate, need to be disclosed separately to allow full understanding of the underlying performance of the Group.

Intangible assetsExternally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. Externally acquired intangible assets are recognised on business combinations Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation technique.

The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:

 

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;

Intangible Asset Useful economic life

Valuation Method

Customer Relationships 11 years Excess Earnings Method - the value of the intangible asset is the present value of the after-tax cash flows potentially attributable to it, net of the return on fair value attributable to tangible and other intangible assets.

Existing Technology 7 years Relief from Royalty Method - the value of intangible assets are es-timated by capitalising the royalties saved because the company owns the intangible asset.

Trade Names 10 years  Relief from Royalty Method - the value of intangible assets are estimated by capitalising the royalties saved because the compa-ny owns the intangible asset.

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• sale of the product will generate future economic benefits; and • expenditure on the project can be measured reliably.

Capitalised development costs are amortised over three years. The amortisation expense is included within adminis-trative expenses in the consolidated statement of comprehensive income. Development expenditure not satisfying the above criteria and expenditure on the research phase of internal pro-jects are recognised in the consolidated statement of comprehensive income as incurred.

Where there is an event or change in circumstance in relation to such judgement, the Group must make an estimate of the expected future economic benefits to determine that assets are not impaired.

Impairment of assetsAssets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

ConsolidationThe results of all subsidiary undertakings are included in the consolidated financial statements. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated finan-cial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the inves-tee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: • power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the

investee); • exposure, or rights, to variable returns from its involvement with the investee; and • the ability to use its power over the investee to affect its returns.

Business combinationsBusiness combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classifi-cation and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

GoodwillGoodwill represents the excess of the cost of acquisition over the fair value of the assets, liabilities and contingent liabilities of acquired businesses at the date of acquisition. Goodwill is stated at cost less accumulated impairment losses.

Goodwill is allocated to one cash-generating unit and is not amortised but is tested annually for impairment, or more frequently if there is an indication that the value of the goodwill may be impaired.

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Property, plant and equipmentProperty, plant and equipment is initially recognised at cost and is stated at cost less accumulated depreciation.

Property, plant and equipment is depreciated to reduce the carrying amounts of the assets, less their estimated residual values, over their expected useful lives, as follows:

Plant and machinery 4 yearsFixtures, fittings and equipment 4 years

LeasesThe determination of whether an arrangement is, or contains, a lease is based on the substance of the arrange-ments at the inception date: whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset.

Leasing arrangements which transfer to the Group substantially all the risks and rewards of ownership of an asset are treated as if the asset had been purchased outright. The assets are included in tangible assets and depreciated over their estimated economic lives or over the term of the lease, whichever is the shorter.

The capital element of the leasing commitments is included in liabilities as obligations under finance leases. The lease rentals are treated as consisting of capital and interest elements. The capital element is applied to reduce the outstanding obligation and the interest element is charged to the income statement in proportion to the capital element outstanding.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term.

Share capitalOrdinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are de-ducted from share premium.

Foreign currency translationThe functional and presentation currency of Attraqt Group plc is GBP. Transactions in foreign currencies are translat-ed into the functional currency using exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are taken to the consolidated income statement.

For the purposes of preparing consolidated financial statements, the assets and liabilities of foreign subsidiary undertakings are translated at the exchange rates ruling at statement of financial position date. Profit and loss items are translated at the exchange rate ruling at the date of the transaction. Exchange differences arising are taken to the Group’s foreign currency translation reserve.

Share based paymentsThe Group has issued share options to certain employees, in return for which the Group receives services from em-ployees. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense, the Group fair values the options at the grant date using the Black Scholes valuation model to establish the relevant fair values.

The total amount to be expensed is determined by reference to the fair value of the options granted including any market performance conditions (for example the Group’s share price) but excluding the impact of any service or non-market performance vesting conditions (for example the requirement of the grantee to remain an employee of the Group).

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Non-market vesting conditions are included in the assumptions regarding the number of options that are expect-ed 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.

Taxation including deferred taxationTotal income tax on the result for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity and other comprehensive income, in which case it is recognised directly in equity and other comprehensive income.

Current tax is the expected tax payable on the taxable result for the year, using tax rates enacted, or substantively enacted, at the balance sheet date, and any adjustments to tax payable in respect of previous years.

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 tax is provided on all temporary differences between the carrying amounts of assets and liabilities for finan-cial reporting purposes and the amounts used for taxation purposes, except for:

• goodwill not deductible for tax purposes; • the initial recognition of an asset or liability in a transaction that is not a business combination and which, at the

time of the transaction, affects neither the accounting profit nor the taxable profit or loss; and • investments in subsidiary companies where the timing of the reversal of the temporary difference is controlled

by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

The amount of deferred tax recognised is based on the expected manner of realisation or settlement of the carrying amounts of assets and liabilities, using tax rates enacted, or substantively enacted, at the balance sheet date. A de-ferred tax asset is only recognised to the extent that it is probable that future taxable profits will be available against which the asset can be used.

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Financial instruments The Group has implemented IFRS 9, which has resulted in the following accounting policy changes, there has been no impact on the classification of Financial Instruments it is purely a change in terminology.

Recognition, derecognition and measurement of financial instruments Financial assets and financial liabilities are recognised when Attraqt Group becomes party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when the related contractual obligation is extinguished, discharged or cancelled, or when it expires. Financial instruments are recognised and derecognised using settlement date accounting. On initial recognition, financial instruments are measured at fair value. Fair value on initial recognition includes transaction costs directly attributable to the acquisition or issue of financial instruments, except for financial instruments carried at fair value through profit or loss, for which transaction costs are recognised in the Consolidated statement of Comprehensive income in the period when they are incurred.

Classification of financial instrumentsFinancial assets On initial recognition, a financial asset is classified and subsequently measured at: • amortised cost • fair value through profit or loss (FVTPL); or • fair value through other comprehensive income (FVOCI)

Business model assessment The classification depends on Attraqt Group’s business model for managing these financial assets and the contractual terms of the financial asset’s cash flows. The business models objectives are broken down into three categories: • Financial assets held solely to collect contractual cash flows • Financial assets held both to collect contractual cash flows and selling the assets • Financial assets that are managed on a fair value basis

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as FVTPL: • The asset is held within a business model whose objective is to hold assets to collect contractual cash flows. • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding.

A financial asset is measured at FVOCI only if it meets both of the following conditions and is not designated as FVTPL: • The asset is held within a business model whose objective is achieved by both collecting contractual cash flows

and selling financial assets. • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal outstanding.

All other financial assets are classified as measured at FVTPL.

Impairment of financial assets measured at amortised costThe Group assesses on a forward looking basis expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied for trade receivables is the simplified approach, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

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Write-off policy Financial assets are written-off after the Group has exhausted all possible avenues of recovery from the customer and there is no realistic prospect of recovering the amounts owed.

Financial liabilities The Attraqt Group classifies its financial liabilities at amortised cost unless it has designated liabilities at FVTPL or is required to measure liabilities at FVTPL, these include trade payables and short-term monetary liabilities. The Attraqt Group designates a financial liability as measured at FVTPL on initial recognition when it eliminates an accounting mismatch that would otherwise arise from measuring assets or liabilities on a different basis. A description of the basis for each designation is set out in the major types of financial instruments section of this note.

Subsequent measurement of financial instrumentsFinancial instruments are measured in subsequent periods either at fair value or at amortised cost depending on the financial instrument classification.

Financial instruments classified as at amortised cost Subsequent to initial recognition, financial assets and liabilities classified in this category are recognized at amortised cost using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial asset or liability to its carrying amount. When calculating the effective interest rate, Attraqt Limited estimates future cash cflows, considering all contractual terms of the financial instrument. Interest income, interest expense and the amortisation of loans fees are presented in the Consolidated Statement of Income.

Financial instruments classified as at fair value through profit or loss Subsequent to initial recognition, gains and losses upon the sale, disposal or write-off of these financial instruments are included directly in the Consolidated Statement of Comprehensive Income and are reported within administrative expenses.

Equity InstrumentsThe Attraqt Group measures equity instruments at FVTPL, changes in the fair value would be recognised in Statement of Comprehensive Income.

Changes in accounting policyNew standards, interpretations and amendments appliedThe following amendments to existing standards were effective for the Group from 1 January 2018, but either they were not applicable to or did not have a material impact on the Group: • IFRS 9 Financial Instruments • IFRS 15 Revenue from contracts with customers • Interpretation 22 Foreign Currency transactions and advance consideration

The Group’s assessment of the impact of applying IFRS 9 and IFRS 15 are discussed below.

IFRS 15 Revenue from Contracts with customersIFRS 15 replaces IAS 18 Revenue effective 1 January 2018, the EU has approved the standard. IFRS 15 provides a five step revenue recognition model: • Identify the contract • Identify separate performance obligations • Determine the transaction price • Allocate the transaction price to separate performance obligations • Recognise revenue when the performance obligation is satisfied

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Attraqt Group has three contract types; SaaS licence revenue, Implementation fees and on-going services revenue, which form two revenue streams; SaaS revenue and Services revenue. The contract types can be on a standalone contract where a single performance obligation (step 2) can easily be identified, or a contract can have both SaaS license and services which would include more than one stream within the contract resulting in more than one distinct performance obligations.

Once the performance obligation(s) is established and the transaction price is allocated, revenue is recognised when (or as) goods or services are transferred to a customer, this being represented by transfer of control. Control in the context of IFRS 15 is the ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset. Indicators of such include: • A present obligation to pay • Physical possession of the assets • Legal title • Risks and rewards ownership • Acceptance of the asset(s)

A vendor satisfies a performance obligation and recognises revenue over time when one or more of the following three criteria is met: • The customer simultaneously receives and consumes economy benefits provided by the vendor’s performance • The vendor creates or enhances an asset controlled by the customer • The vendor’s performance does not create an asset for which the vendor has an alternative use and the vendor

has an enforceable right to payment for performance completed to date.

It is important to note that the recognition of revenue on an over time percentage of completion basis does not necessarily require that revenue be recognised evenly over the licence period. The principle is that revenue should be recognised to depict satisfaction of the performance obligation. This can however, lead to a mismatch between cost and revenue, as IFRS 15 requires that costs incurred in fulfilling a contract are expensed unless certain criteria are met or the treatment of them is mandated by another accounting standard (such as inventory or intangible assets). Costs to fulfil a contract are expensed, which are in relation to commissions which are prepaid that until after the start of the license agreement post development stage.

Attraqt Group has adopted IFRS 15 using the full retrospective method, there was no adjustment required to either period presented on transition. Practical expedients used were as follows: • Attraqt has not disclosed the allocation of the transaction price to the remaining performance obligations to

either reporting period or disclosed when the revenue is expected to be recognised; and • Contracts that started and ended within the same reporting period have not been restated

IFRS 9 Financial InstrumentsIFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement bringing all three aspects of the accounting together for financial instruments: classification and measurements; impairment; and hedge accounting. The only change that impacts the Attraqt Group is the change in calculation of the expected credit loss allowance and considerations are discussed below.

ImpairmentThe adoption of IFRS 9 Financial Instruments from 1 January 2018, resulted in a change of accounting policy however there were no adjustments required through opening retained earnings.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on the days past due. The Group has concluded that the expected loss rates for trade receivables, are a reasonable approximation of the loss rates for each ageing category and customer based on historical debt trends for the last 2 years.62

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The loss allowance as at 1 January 2018 was determined as follows for trade receivables:

There was no material difference in applying IFRS 9 from the effective date.

Directors have applied the simplified approach to recognise lifetime ECLs for the Group’s trade receivables. This has not resulted in a increase to the impairment provision upon adoption of IFRS9. The majority of the invoices are raised in advance and are subsequently paid within credit terms agreed and going forward greater judgement is required to factor in forward looking information when estimating the appropriate amount of provision. In applying IFRS 9 the Group must consider the probability of default occurring over the contractual life of its trade receivables.

New standards, interpretations and amendments not appliedAs at date of approval of the Group financial statements, the following new and amended standards, interpretations and amendments in issue are applicable to the Group but not yet effective and thus, have not been applied by the Group:

* The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations. As the Group prepares its financial statements in accord-ance with IFRS as adopted by the European Union (EU), the application of new standards and interpretations will be subject to their having been endorsed for use in the EU via the EU Endorsement mechanism. In the majority of cases this will result in an effective date consistent with that given in the original standard or interpre-tation but the need for endorsement restricts the Group’s discretion to early adopt standards.

† At the date of authorisation of these financial statements, these standards and interpretation have not yet been endorsed or adopted by the EU.

The Directors do not expect the adoption of these standards, interpretations and amendments to have a material impact on the Consolidated or Parent Company financial statements in the period of initial application, except for IFRS 16 Leases.

IFRS 16 LeasesAdoption of IFRS 16 will result in the group recognising right of use assets and lease liabilities for all contracts that are, or contain, a lease. For leases currently classified as operating leases, under current accounting requirements the group does not recognise related assets or liabilities, and instead spreads the lease payments on a straight-line basis over the lease term, disclosing in its annual financial statements the total commitment.The group is not advanced in its implementation of IFRS 16, and therefore, will only recognise leases on balance sheet as at 1 January 2019. In addition, it has decided to measure right-of-use assets by reference to the measure-ment of the lease liability on that date. This will ensure there is no immediate impact to net assets on that date. At 31 December 2018 operating lease commitments amounted to £538,000. However, further work still needs to be carried out to determine whether and when extension and termination options are likely to be exercised, which will result in the actual liability recognised being higher than this.

2018 2017

£’000 £’000As at 1 January 112 174Provision for expected credit losses - -Written off (41) (62)Released (40) -As at 31 December 31 112

Effective date*Annual Improvements 2015-2017 Cycle 1 January 2019†

IFRS 16 Leases 1 January 2019Amendments to References to the Conceptual Framework in IFRS Standards 1 January 2020†

Amendments to IFRS 3: Business combinations 1 January 2020†

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Instead of recognising an operating expense for its operating lease payments, the group will instead recognise interest on its lease liabilities and amortisation on its right-of-use assets. This will increase reported EBITDA by the amount of its current operating lease cost.

3.CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATESIn the application of the Group’s accounting policies, the Directors are required to make judgements and estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. There were no material judgements or estimates used on application of IFRS 9 Financial Instruments or IFRS 15 Revenue from contracts with customers, there were no contracts that straddled year end which required any judgement. The following accounting policies have been identified as involv-ing particularly complex judgements or subjective estimates:

Judgements • Exceptional itemsJudgements are required as to whether items that are material in size, unusual or infrequent in nature should be disclosed as exceptional and other material items. Deciding which items meet the respective definitions requires the Group to exercise its judgement. Details of these items categorised as exceptional items are outlined in note 5.

Estimates • Share based paymentsShare options are recognised as an expense based on their fair value at date of grant. The fair value of the options is estimated through the use of a valuation model – which require inputs such as the risk-free interest rate, expected dividends, expected volatility and the expected option life – and is expensed over the vesting period. Some of the inputs used to calculate the fair value are not market observable and are based on estimates derived from available data, such as employee exercise behaviour and employee turnover.

• GoodwillGoodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill has been impaired. In order to determine if the value of goodwill has been impaired, the cash-generating unit to which goodwill has been allocated must be valued using present value techniques. When applying this valuation technique, the Company relies on a number of factors, including historical results, business plans, forecasts and market data. This is further described in note 11. As can be deduced from this description, changes in the conditions for these judgments and estimates can significantly affect the assessed value of goodwill.

• Valuation of acquired intangible assetsIntangible assets acquired in a business combination are required to be recognised separately from goodwill and amortised over their useful life if they are subject to contractual or legal rights or are separately transferable and their fair value can be reliably estimated. The Group has separately recognised the intangible assets acquired during the acquisition (see note 11).

The fair value of these acquired intangible assets is based on valuation techniques. The valuation models require input based on assumptions about the future. The management uses its best knowledge to estimate fair value of acquired intangible assets as of the acquisition date. The value of intangible assets is tested for impairment when there is an indication that they might be impaired (see below). The management must also make assumptions about the useful life of the acquired intangible assets which might be affected by external factors.

• Capitalisation and impairment of development costsIt is a requirement under IFRS that development costs that meet the criteria prescribed in the standard are capital-ised. The assessment of each project requires that a judgement is made as to the commercial viability and the ability

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of the Group to bring the product to market. Where there is an event or change in circumstance in relation to such judgement, the Group must make an estimate of the expected future economic benefits to determine that assets are not impaired.

4.SEGMENTAL REPORTINGFor the purpose of IFRS 8, the chief operating decision maker takes the form of the Board of Directors. The Directors’ opinion is that the business of the group is to provide cloud-based e-commerce solutions. Based on this, there is one reportable segment. The internal and external reporting is on a consolidated basis with transactions between group companies eliminated on consolidation.

There is one customer which contributes more that 10% which is £2.4m of the Groups revenues (2017: 1 customer – contributing £1.9m).

The table below provides an analysis of the Group’s revenue by geographical market where the customer is based.

Management have altered the analysis of geographical split of revenue to bring this in line with internal reporting, in the prior year the Group reported revenue on geographical location of the relevant statutory billing entity, the prior year has been restated .

5.EXCEPTIONAL ITEMSDuring 2018, total exceptional costs incurred £563,000 (2017: £2,382,000) of which £448,000 relates to the change in CEO. The exceptional costs for 2017 consist of £1,655,000 relating to the legal and professional advisor’s fees in respect of acquisition costs and £440,000 of post-acquisition integration activities.

2018 2017

£’000 £’000Revenue by typeSaaS 15,241 12,307Services 1,903 1,308Total Revenue 17,144 13,615Cost of Sales by typeSaaS 3,660 3,441Services 1,954 728Total Cost of Sales 5,614 4,169

Gross profit 11,530 9,446

2018 2017

£’000 £’000Geographical split of revenueUK 9,840 8,702Europe 6,317 4,093Rest of the World 987 820Total Revenue 17,144 13,615

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2018 2017

£’000 £’000Loss from operations is taken after taking account of the following items:Staff costs (see note 7) 9,905 6,630Depreciation of property, plant and equipment (see note 10) 62 51Amortisation of intangible assets (see note 11) 1,586 1,227Loss on Disposal of fixed assets (see note 10) - 10Operating lease expense 716 638Research and Development costs 762 777Foreign exchange loss 104 33Audit and non-audit services:Fees payable to the company’s auditors for the audit of the Group annual accounts:Group annual accounts 112 150Fees payable to the company’s auditor and its associates for other services:Tax services 22 15Other services 12 295

2018 2017

(No.)Sales 16 16Technical 82 78Management (including directors) 11 13Administration 24 15

133 122

2018 2017

(No.)Sales 16 16Technical 82 78Management (including directors) 8 10Administration 24 15

130 119

6. LOSS FROM OPERATIONS

7. STAFF COSTS The average number of persons employed by the Group (including directors) during the year, analysed by category was as follows:

The average number of full-time equivalent persons employed by the Group during the year, analysed by category, was as follows:

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2018 2017

£’000 £’000Staff costs (including directors) comprise:Wages and salaries 8,096 5,629Social security contributions and similar taxes 1,119 736Pension 255 109Share Based Payment 435 156

9,905 6,630

The aggregate payroll costs of these persons were as follows:

Pension costs are in respect of the defined contribution scheme; unpaid contributions at 31 December 2018 were £30,000 (2017: £22,000).

The effective tax assessed for the year, all of which arises in the UK, differs from the standard weighted rate of corpo-ration tax in the UK. The reconciliation of the actual tax charge to that at the domestic corporation tax rate is as follows:

2018 2017

£’000 £’000Current income taxCurrent tax on loss for the year 290 215Deferred Tax for the year (241) (197)

49 18

2018 2017

£’000 £’000Loss for the year (2,713) (4,052)Expected tax charge based on the standard rate of United Kingdom corporation tax at the domestic rate of 19.00% (2017 – 19.25%)

(515) (780)

Expenses not deductible for tax purposes 261 537Prior year adjustment (16) -Fixed asset differences 37 (53)Unrelieved losses arising in the period 503 639Additional deduction for R&D expenditure (87) (109)Surrender of tax losses for R&D tax credit refund 36 48Utilisation of prior year losses - (133)Adjustment for different rates of corporation taxation in overseas jurisdictions 71 66Total tax charge 290 215

8. TAXATION

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At 31 December 2018, tax losses estimated at £5.3m (2017: £4.1m) were available to carry forward by the Attraqt group, arising from historic losses incurred. Management believe it is prudent not to recognise the deferred tax asset until they can be utilised against future profits.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability settled, based on tax rates that have been enacted, or substantively enacted, at the balance sheet date.

DEFERRED TAX£’000

At 1 January 2017 -Acquired through business combinations 1,879Recognised in profit or loss (197)At 31 December 2017 1,682FX movement 16Recognised in profit or loss (222)At 31 December 2018 1,476

2018 2017

Categorised as:£’000 £’000

Current 222 220Non-current 1,254 1,462

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2018 2017

£’000 £’000NumeratorLoss for the year and loss used in basic and diluted EPS (2,762) (4,070)DenominatorWeighted average number of shares used in basic and diluted EPS 106,368,589 92,006,582Loss per share – basic and diluted (2.6p) (4.4p)

Plant and Machinery

Fixtures and Fittings

Total

£’000 £’000 £’000CostAt 1 January 2017 230 4 234Additions 137 - 137Acquired through business combinations 42 - 42Disposals (10) - (10)At 31 December 2017 399 4 403Additions 70 - 70Disposals (207) (2) (209) At 31 December 2018 262 2 264

DepreciationAt 1 January 2017 193 2 195Charge for the year 51 - 51At 31 December 2017 244 2 246Charge for the year 62 - 62Foreign exchange (4) - (4)Disposals (207) (1) (208) At 31 December 2018 95 1 96

Net Book ValueAt 1 January 2017 37 2 39At 31 December 2017 155 2 157At 31 December 2018 167 1 168

9.LOSS PER SHARE

10. PROPERTY, PLANT AND EQUIPMENT

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11.INTANGIBLE ASSETS

GoodwillCustomer

RelationshipsExisting

TechnologyTrademark

Software Development

Total

£’000 £’000 £’000 £’000 £’000 £’000

Cost

At 1 January 2017 - - - - 1,249 1,249

Additions - internally developed - - - - 672 672

Acquired through business com-binations

16,582 4,414 4,805 788 - 26,589

Foreign Exchange - (20) (2) - - (22)

At 31 December 2017 16,582 4,394 4,803 788 1,921 28,488

Additions - internally developed - - - - 696 696

Foreign Exchange 3 45 1 - 16 65

At 31 December 2018 16,585 4,439 4,804 788 2,633 29,249

Amortisation

At 1 January 2017 - - - - 1,002 1,002

Charge for the period - 421 559 64 183 1,227

Foreign Exchange 3 - - - 3

At 31 December 2017 - 424 559 64 1,185 2,232

Charge for the period - 318 686 79 503 1,586

Foreign Exchange - (10) - - 9 (1)

At 31 December 2018 - 732 1,245 143 1,697 3,817

Net Book Value

At 1 January 2017 - - - - 247 247At 31 December 2017 16,582 3,970 4,244 724 736 26,256At 31 December 2018 16,585 3,707 3,559 645 936 25,432

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. There is only one CGU as services are tied to SaaS revenue. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows. The (pre-tax) discount rate used to measure the CGU’s value in use was 20.9%.

2018 2017

£’000 £’000Attraqt Group plc 16,585 16,582

The carrying amount of goodwill is allocated to the cash generating units (CGUs) as follows:

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The key assumptions used in the estimation of the recoverable amounts are set out below. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and have been based on historical internal data:

The cash flow projections include specific estimates for 5 years and a terminal growth rate thereafter. The terminal growth rate was determined based on long term inflation growth rate due to the expectations of the market in which Attraqt Group plc operates.

The discount rate was a pre-tax measure based on weighted average cost of capital, with no debt leveraging.

Budgeted EBITDA is estimated by taking into account past practice as follows:

• Revenue is assumed to grow at 12% based on historical growth and management’s expectations of future trends.

• The cost base is assumed to grow in 2019 with investment in the Sales function and will then grow on average at 8% over the next three years.

• The estimated recoverable amount of the CGU exceeds its carrying amount.

Management has identified that a reasonably possible change in the following key assumptions could cause the carrying amount to exceed the recoverable amount. The following table shows the amount by which the these assumptions would need to change individually for the estimated recoverable amount to be equal to the carrying amount.

12.SUBSIDIARY UNDERTAKINGS

As at 31 December 2018, the subsidiaries of Attraqt Group plc, all of which have been included in these consolidated financial statements, are as follows:

2018 2017

Discount rate 20.9% 20.9%Revenue growth rate 12% 18%Budgeted EBITDA margin (average of next 5 years) 11% 21%Terminal growth rate 1.5% 1.5%

2018 2017

In percent

Discount growth rate 26.7 28.3Revenue growth rate (5.0) 8.5

NameProportion

of ownership Interest

Country of Incorporation and principal

place of business

Registered Office

Attraqt Limited 100% UK 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW

Attraqt Inc. 1 100% USA 125 S Clark Street, Chicago, IL, 60603, USA

Fredhopper BV 100% Netherlands Wework Metropool, Weesperstraat, 61-105 Amsterdam 1018VN

Fredhopper Limited2 100% UK 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW

Spring Technologies EOOD2

100% BulgariaSredets, 1124, 47A, Tsarigradskok shosse blvd, bl. B, fl. 2, apt.

201A

Fredhopper SARL2 100% France RCS Paris27 Avenue de l'Opéra, 75001, Paris, France

Fredhopper GmbH2 100% Germany Neuer Wall 63, 20354 Hamburg, Germany

Fredhopper (Austral-ia) Pty Limited2

100% Australia Level 19, 207 Kent St, Sydney NSW 2000

1 - Held through Attraqt Limited 2 - Held through Fredhopper BV

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2018 2017

£’000 £’000Trade receivables 4,131 4,014Less: expected credit losses (31) (112)Trade receivables – net 4,100 3,902Prepayments and accrued income 687 515Other receivables 149 126Total trade and other receivables 4,936 4,543

2018 2017

£’000 £’000As of 1 January 112 174Write off (41) (62)Released (40) -As at 31 December 31 112

13.TRADE AND OTHER RECEIVABLES

Trade receivables comprise amounts due from customers for goods sold or services performed in the ordinary course of business. Invoices to customers are settled within 45 days of the date of issue. The ageing of trade receivables is shown below and shows amounts that are past due at the reporting date. A provision for expected credit losses has been recognised at the reporting date through consideration of the ageing profile of the Group’s receivables and the perceived credit quality of its customers.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using lifetime expected loss rates, these have been derived from historical default rates or the Group, adjusted for credit quality of each customer and forward looking estimates where applicable.

Financial Assets held at amortised cost

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2018 2017

£’000 £’000Cash at bank 509 1,636

14. CASH AND CASH EQUIVALENTS

In 2017, the Company raised £27,799,000, before expenses, by a private placing of 78,572,000 1p Ordinary shares at 35p, and a further 854,249 1p Ordinary shares by an open offer to qualifying shareholders at 35p on 8 March 2017.

16. SHARE BASED PAYMENTSThe company operates two equity-settled share based remuneration schemes for employees: a United Kingdom tax authority approved scheme and an unapproved scheme for executive directors and certain senior management. Both options are valid for 10 years from the date of grant. After satisfaction of any performance condition included in the award the options will become exercisable on the earlier of any of the following events: • The third anniversary of the date of grant; • On a change of Control of the Company as defined in the Plan rules; • On a Sale or Disposal of the Company as defined in the Plan rules; or • Following the exercise of discretion by the Board.

Details of the number of share options and the weighted average exercise price outstanding during the year are as follows:

15. SHARE CAPITAL AND RESERVES

Allocated, called up and fully paid

2018 2018 2018 2017 2017 2017

£’000 £’000 £’000 £’000

Number of Shares

Share capital

Share Premium

Number of Shares

Share capital

Share Premium

Ordinary shares of £0.01 each

At 1 January 106,368,589 1,063 30,108 26,942,340 269 4,253

Shares issued for cash during the year

- - - 79,426,249 794 25,855

At 31 December 106,368,589 1,063 30,108 106,368,589 1,063 30,108

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2018 WAEP 2017 WAEP

Number Price (pence) Number Price (pence)

Outstanding at the beginning of the year

6,794,897 36.97 2,702,569 40.86

Granted during the year 4,254,743 32.00 4,254,740 35.00

Forfeited during the year (618,524) 43.15 (162,412) 50.00

Outstanding at the end of the year

10,431,116 34.80 6,794,897 36.97

Exercisable at the year end 2,361,472 39.54 1,341,680 31.59

The options outstanding at the year-end are set out below:

The company uses a Black Scholes model to estimate the fair value of share options.

The following information is relevant in the determination of the fair value of options granted. The assumptions inherent in the use of this model are as follows:

• The option life is the estimated average period over which the options will be exercised. • There are no vesting conditions remaining which apply to the share options other than that they vest at the

earlier of 3 years’ continued service with the Group. • No variables change during the life of the option (e.g. dividend yield remains zero). • Volatility has been calculated over a 3 year period prior to the grant date. • Expectations of staff retention over the vesting period have been calculated by reference to the three year

period prior to the grant date.

2018 2017

Share options

Remaining life

Share options Remaining life

Date of Grant Expiry Date Exercise Price (p) (Number) (Years) (Number) (Years)

24-Jul-13 24-Jul-23 31.59 986,500 5 986,500 6

29-May-14 29-May-24 31.59 177,590 6 177,590 7

19-Aug-14 19-Aug-24 31.59 177,590 6 177,590 7

25-Sep-15 25-Sep-25 50.00 1,019,792 7 1,198,477 8

15-Dec-17 15-Dec-27 35.00 3,722,898 9 4,254,740 10

25-May-18 25-May-28 31.50 3,191,058 10 - -

06-Aug-18 06-Aug-28 33.50 1,063,685 10 - -

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Details of the share options granted as follows:

Grant date 06-Aug-18 22-May-18 15-Dec-17

Option pricing model Black Scholes Black Scholes Black Scholes

Number of shares 1,063,685 3,191,058 4,254,740

Fair Value per share at grant date 15.1p 17.5p 14.1p

Share price on grant date 33.5p 36.0p 33.5p

Exercise price (£) 33.5p 31.5p 35.0p

Weighted average contractual life 3 years 3 years 3 years

Staff retention rate - - 95%

Risk-free interest rate 0.810% 0.611% 0.516%

Volatility 68% 68% 65%

Total Fair Value (£) 160,648 558,627 566,739

The total expense recognised during the year by the Group, for all schemes, was £435,000 (2017: £156,000). The weighted average remaining life of the options outstanding at the end of the year was 8.4 years (2017: 7.8 years). No options were exercised during the year.

17. TRADE AND OTHER PAYABLES

18. COMMITMENTSThe total future value of minimum lease payments is due as follows:

2018 2017

£’000 £’000Trade payables 775 399Accrued and other payables 649 557Other taxes 490 289Deferred tax 222 283Deferred income 5,196 4,848Employee benefits and taxes 854 847Total Trade and other payables 8,186 7,223

2018 2017

£’000 £’000Not later than one year 418 479Later than one year and not later than five years 120 --Later than five years - -

538 479

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19. FINANCIAL RISK MANAGEMENT AND IMPAIRMENT OF FINANCIAL ASSETSThe Group is exposed through its operations to the following financial risks:

• Credit risk • Foreign exchange risk • Liquidity risk

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

Principal financial instrumentsThe 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 at amortised cost

All financial assets held by the Group at 31 December 2018 are classified as cash and cash equivalents or loans and receivables and there is no difference between the carrying amount and the fair value.

Financial liabilities at amortised cost

All financial liabilities held by the Group at 31 December 2018 are classified as held at amortised cost.

2018 2017

Current £’000 £’000Trade receiveables 4,100 3,902Other receiveables 149 235

4,249 4,137Cash and cash equivalents 509 1,636

2018 2017

Current £’000 £’000Trade payables 775 399Other receiveables 649 557

1,424 956

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General objectives, policies and processes

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Company’s Chief Executive Officer. The Board receives reports from the Company Chief Financial Officer through which reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below:

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings take into account local business practices. The carrying amount of financial assets represents the maximum exposure. The credit quality of all financial assets that are neither past due nor impaired is high. In accordance with internal policy, Attraqt promptly identifies the deterioration of the financial condition for our customer base by monitoring the credit ratings and publicly available information. The risk is not expected to be material as payment is generally received in advance of services and good provided.

If credit risk has increased since initial recognition, then the loss allowance would be adjusted for the expected credit loss over the lifetime. If there are significant changes in economic or other conditions, the expected loss rates would be adjusted for the forecast of present and future economic situations.

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.

Foreign exchange risk

Foreign exchange risk arises when the group entities enter into transactions denominated in a currency other than the functional currency. The Group’s policy is, where possible, to allow entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency.

In order to monitor the continuing effectiveness of this policy, the CFO reviews a monthly forecast, analysed by the major currencies held by the Group, of liabilities due for settlement and expected cash reserves.

Transaction riskThe Group’s material transaction exposure arises on costs denominated in currencies other than the functional currency of the Group, including salaries and our hosting platform. This is managed by selling and buying Euro’s and US dollars as and when required by the Group throughout the year. Foreign currencies are not hedged.

Translation riskChanges in exchange rates also affect the Group’s income in connection with the translation of income statements of foreign subsidiaries into GBP. Attraqt Group does not hedge this exposure.

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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

3-12 months

1-2 years 2-5 yearsOver 5 years

2018 £’000Trade and other payables 1,424 - - - -

1,424 - - - -

Up to 3 months

3-12 months

1-2 years 2-5 yearsOver 5 years

2017 £’000

Trade and other payables 930 26 - - -

930 26 - - -

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20. RELATED PARTY TRANSACTIONSDuring the year Group companies entered into the following transactions with related parties who are not members of the Group.

1. Azini Capital Partners – Nick Habgood is a partner in Azini Capital Partners, and his Directors fees were paid to Azini Capital.

2. Azini Capital Partners – Nick Habgood’s daughter is employed by the Group and was paid a salary as an Account Manager.

3. Azini Capital Partners – Nick Habgood was paid a fee for his contribution during the Fredhopper transaction.4. Andre Brown’s spouse was paid a salary as Event Co-ordinator, but left the company in June 2017.5. Robert Fenner is a partner in Taylor Wessing LLP, and his Directors fees were paid to Taylor Wessing LLP.6. During the current year Taylor Wessing provided various legal and professional fees, in the prior period, the fees

were in relation to the Fund raising and acquisition of Fredhopper BV.

Details of the directors’ emoluments, together with the other related information, are set out in the Report of the Remuneration Committee.

Key Management personnelKey management personnel are those persons having authority and responsibility for planning, directing and con-trolling activities of the Group, which comprises only the directors of the company.

Purchase of services Amounts owed to related parties

2018 2017 2018 2017

£’000 £’000 £’000 £’000

Azini Capital Partners1 103 40 - -

Azini Capital Partners2 29 8 - -

Azini Capital Partners3 - 75 - -

Director’s spouse4 - 8 - -

Taylor Wessing5 40 40 12 -

Taylor Wessing6 55 462 12 -

2018 2017

£’000 £’000Salary, Director fees, bonus and benefits in kind 828 819Share based payments 257 4

1,085 823

The Employer’s National Insurance contributions expensed in the period relevant to the Key management personnel compensation was £88,000 (2017: £86,000).

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21.EVENTS AFTER THE REPORTING PERIODThere are no events arising after the reporting date that require recognition or disclosure in the financial statements for the year ended 31 December 2018.

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Notes 2018 2017

£’000 £’000

Non-current assets

Investments 2 24,405 23,970Total non-current assets 24,405 23,970

Current assets

Trade and other receivables 3 4,660 4,978Total current assets 4,660 4,978Total assets 29,065 28,948

Current Liabilities

Trade and other payables 4 126 100Total current liabilities 126 100Net Assets 28,939 28,848

Equity

Share capital 5 1,064 1,064Share premium 5 30,108 30,108Share based payment 6 1,238 803Retained earnings (3,471) (3,127)Total equity 28,939 28,848

COMPANY STATEMENT OF FINANCIAL POSITIONFor the year ended 31 December 2018

The information contained in this preliminary results announcement has been prepared on the basis of the account-ing policies which have been set out in the Group’s financial statements for the year ended 31 December 2018 and do not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006.

The financial statements for the year ended 31 December 2017 which were prepared in accordance with Interna-tional Financial Reporting Standards (IFRS) as adopted by the EU have been reported on by the Group’s auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not draw attention to any matters by way of emphasis and did not contain statements under Section 498 (2) or (3) of the Companies Act 2006. The statutory financial statements for the year ended 31 December 2018 have been finalised on the basis of the financial information presented by the directors in this preliminary announcement. The auditors have issued an unmodified opinion in respect of the year ended 31 December 2018.

Company income statement

As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not pre-sented as part of these financial statements. The parent company’s result after taxation for the financial year was a loss of £344,000 (2017: loss £2,330,000).

The accompanying accounting policies and notes form an integral part of these financial statements.

Eric Dodd Director Date: 13 February 2019

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Share Capital

Share premium

Share based

payment reserve

Retained earnings Total

£’000 £’000 £’000 £’000 £’000

Balance at 1 January 2017 269 4,253 647 (797) 4,372

Loss for the year - - - (2,330) (2,330)

Total comprehensive loss for the year - - - (2,330) (2,330)

Contributions by and distributions to own-ersShare based payment charge - - 156 - 156

Shares issued 795 27,005 - - 27,800

Issue costs - (1,150) - - (1,150)

Total contributions by and distributions to owners

795 25,855 156 - 26,805

Balance at 31 December 2017 1,064 30,108 803 (3,127) 28,848

Loss for the year - - - (344) (344)

Total comprehensive loss for the year - - - (344) (344)

Contributions by and distributions to owners

Share based payment charge - - 435 - 435

Total contributions by and distributions to owners

- - 435 - 435

Balance at 31 December 2018 1,064 30,108 1,238 (3,471) 28,939

The following describes the nature and purpose of each reserve within equity:

Reserve Description and purposeShare 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

COMPANY STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2018

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1.ACCOUNTING POLICIESBasis of preparationThe company financial statements have been prepared in accordance with Financial Reporting Standard 100 Application of Financial Reporting Requirements and Financial Reporting Standard 101 Reduced Disclosure Framework.

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

The financial statements have been prepared under the historical cost convention and are in accordance with applicable accounting standards. The following principal accounting policies have been applied.

Expense recognitionExpenditure 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 InstrumentsThe Company has implemented IFRS 9, which has resulted in the following accounting policy changes, there has been no impact on the classification of Financial Instruments it is purely a change in terminology.

Financial assetsDebt instruments at amortised cost - loans and receivablesThe Company’s other receivables comprise of loans and other receivables in the statement of financial position. These are measured at amortised cost.

ImpairmentThe Company assess all other current receivables on a forward looking basis, with expected credit losses associated with debt instruments measured at amortised cost. These are deemed short term (i.e., less than 12 months) and apply the Group policy for credit rating and risk management policies in place.

The impairment stages are defined as:

Stage 1 – When a receivable is recognised, ECLs resulting from default events that are possible within the next 12 months are expensed to the statement of comprehensive income (12-month ECL) and a loss allowance is established. On subsequent reporting dates, 12-month ECL also applies to existing receivables with no significant increase in credit risk since their initial recognition. In determining whether a significant increase in credit risk has occurred since initial recognition, the Company assesses the change, if any, in the risk of default over the expected life of the receivable (that is, the change in the probability of default, as opposed to the amount of ECLs). Stage 2 – If the receivables credit risk has increased significantly since initial recognition and is not considered low, lifetime ECLs are recognised. Stage 3 – If the receivables credit risk increases to the point where it is considered credit-impaired, lifetime ECLs are recognised, as in Stage 2.

The impairment methodology applied for the Company is stage 1, which require 12 month expected credit losses to be recognised until a change in credit risk occurs in which case stage 2 would apply.

Financial liabilitiesOther financial liabilitiesOther financial liabilities include 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.

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Disclosure exemptions adoptedIn preparing these financial statements the company has taken advantage of all disclosure exemptions conferred by FRS 101. Therefore, these financial statements do not include: • certain comparative information as otherwise required by EU endorsed IFRS; • ertain disclosures regarding the company’s capital; • a statement of cash flows; • the effect of future accounting standards not yet adopted; • the disclosure of the remuneration of key management personnel; and • disclosure of related party transactions with other wholly owned members of the group headed by Attraqt

Group plc.

ACCOUNTING JUDGEMENTS AND ESTIMATESIn the application of the Company’s accounting policies, the Directors are required to make judgements and estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. There were no material judgements or estimates used on application of IFRS 9 Financial Instruments or IFRS 15 Revenue from contracts with customers, there were no contracts that straddled year end which required any judgement. The following accounting policies have been identified as involving particularly complex judgements or subjective estimates:

Estimates • Share based paymentsShare options are recognised as an expense based on their fair value at date of grant. The fair value of the options is estimated through the use of a valuation model – which require inputs such as the risk-free interest rate, expected dividends, expected volatility and the expected option life – and is expensed over the vesting period. Some of the inputs used to calculate the fair value are not market observable and are based on estimates derived from available data, such as employee exercise behaviour and employee turnover.

• InvestmentsThe Company’s investments in subsidiaries are carried at cost less provisions resulting from impairment. In testing for impairment, the carrying value of the investment is compared to its recoverable amount, being its value-in-use.

2. INVESTMENTS

2018 2017

£’000 £’000As at 1 January 23,970 808Additions 435 23,162As at 31 December 24,405 23,970

On 8 March 2017, the Company acquired 100% of the issued equity instruments of Fredhopper BV from SDL Neth-erlands BV a subsidiary of SDL plc. Initial investment was £23,005,000.

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NameProportion

of ownership Interest

Country of Incorporation and principal

place of business

Registered Office

Attraqt Limited 100% UK 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW

Attraqt Inc. 1 100% USA 125 S Clark Street, Chicago, IL, 60603, USA

Fredhopper BV 100% Netherlands Wework Metropool, Weesperstraat, 61-105 Amsterdam 1018VN

Fredhopper Limited2 100% UK 3 Waterhouse Square, 138 Holborn, London, EC1N 2SW

Spring Technologies EOOD2

100% BulgariaSredets, 1124, 47A, Tsarigradskok shosse blvd, bl. B, fl. 2, apt.

201A

Fredhopper SARL2 100% France RCS Paris27 Avenue de l'Opéra, 75001, Paris, France

Fredhopper GmbH2 100% Germany Neuer Wall 63, 20354 Hamburg, Germany

Fredhopper (Austral-ia) Pty Limited2

100% Australia Level 19, 207 Kent St, Sydney NSW 2000

As at 31 December 2018, the subsidiaries of Attraqt Group plc, all of which have been included in these consolidated financial statements, are as follows:

1 - Held through Attraqt Limited 2 - Held through Fredhopper BV

3.OTHER RECEIVABLES

4.TRADE AND OTHER PAYABLES

2018 2017

£’000 £’000Amounts owed by group undertakings 4,530 4,915Prepayments 24 47Other receivables 106 15

4,660 4,977

2018 2017

£’000 £’000Trade payables 30 39Other payables 96 61

126 100

All financial liabilities held by the Company at the end of the reporting period are classified as held at amortised cost.

The fair values of other receivables are not materially different to their carrying values.

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2018 2018 2018 2017 2017 2017

£’000 £’000 £’000 £’000

Number of Shares

Share capital

Share Premium

Number of Shares

Share capital

Share Premium

Ordinary shares of £0.01 each

At 1 January 106,368,589 1,064 30,108 26,942,340 269 4,253

Shares issued for cash during the year

- - - 79,426,249 794 25,855

At 31 December 106,368,589 1,064 30,108 106,368,589 1,064 30,108

5.SHARE CAPITAL

Allocated, called up and fully paid

In 2017, the Company raised £27,799,000, before expenses, by a private placing of 78,572,000 1p Ordinary shares at 35p, and a further 854,249 1p Ordinary shares by an open offer to qualifying shareholders at 35p on 8 March 2017.

6.SHARE BASED PAYMENTSFor details of the share based payments please refer to the Group note 16.

7.FINANCIAL INSTRUMENTS

2018 2017

£’000 £’000CurrentOther receivables 4,530 4,915Total loans and receivables 4,530 4,915Other payables 126 100Total trade and other payables 126 100

8.EMPLOYEES

The company had no employees during the period (2017: none).

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COUNTRY OF INCORPORATIONUnited Kingdom

LEGAL FORMPublic limited company

DIRECTORSNick HabgoodIvor DunbarRobert FennerLuke McKeeverEric Dodd

SECRETARY AND REGISTERED OFFICEE Dodd,3 Waterhouse Square,138 Holborn,London,EC1N 2SW

COMPANY NUMBER08904529

AUDITORSBDO LLP,55 Baker Street,London,W1U 7EU

BANKERSBarclays Bank Plc,Barclays Business Centre,27 Soho Square,London,W1D 3QR

LAWYERSTaylor Wessing LLP,5 New Street Square,London,EC4A 3TW

Company information for year ended 31 December 2018

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