Public Consulting Group UK Limited - Limited company accounts 18.2

REGISTERED NUMBER: 06654748 (England and Wales)

Directors' Report and

Financial Statements for the Year Ended 30 June 2018

for

Public Consulting Group UK Limited

Page

Company Information

1

Directors' Report

2

Report of the Independent Auditors

4

Statement of Income and Retained Earnings

6

Balance Sheet

7

Notes to the Financial Statements

9

DIRECTORS:

D T Heaney

W S Mosakowski

REGISTERED OFFICE:

Smithy Court

Smithy Brook Road

Wigan

WN3 6PS

REGISTERED NUMBER:

06654748 (England and Wales)

AUDITORS:

DonnellyBentley Limited

Chartered Accountants

Statutory Auditor

Hazlemere

70 Chorley New Road

Bolton

Lancashire

BL1 4BY

The directors present their report with the financial statements of the company for the year ended 30 June 2018.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the development and provision of an

e-market and its related software to public sector organisations.

DIRECTORS

The directors set out in the table below have held office during the whole of the period from 1 July 2017 to the

date of this report unless otherwise stated.

Other changes in directors holding office are as follows:

R A Maguire - resigned 29.9.17

The directors shown below were in office at 30 June 2018 but did not hold any interest in the Ordinary 1/3rd of

a pence shares of £0.003333 each at 1 July 2017 or 30 June 2018.

D T Heaney

W S Mosakowski

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Directors' Report and the financial statements in accordance

with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law

the directors have elected to prepare the financial statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company

law the directors must not approve the financial statements unless they are satisfied that they give a true and

fair view of the state of affairs of the company and of the profit or loss of the company for that period. In

preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain

the company's transactions and disclose with reasonable accuracy at any time the financial position of the

company and enable them to ensure that the financial statements comply with the Companies Act 2006. They

are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

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 company'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 company's auditors are aware of that information.

AUDITORS

The auditors, DonnellyBentley Limited, will be proposed for re-appointment at the forthcoming Annual

General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006

relating to small companies.

ON BEHALF OF THE BOARD:

D T Heaney - Director

17 August 2018

Opinion

We have audited the financial statements of Public Consulting Group UK Limited (the 'company') for the year

ended 30 June 2018 which comprise the Statement of Income and Retained Earnings, Balance Sheet and

Notes to the Financial Statements, including a summary of significant accounting policies. The financial

reporting framework that has been applied in their preparation is applicable law and United Kingdom

Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard

applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 June 2018 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the Auditors'

responsibilities for the audit of the financial statements section of our report. We are independent of the

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, 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 concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to

report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the

Directors' Report, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form

of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and,

in doing so, consider whether the other information is materially inconsistent with the financial statements or

our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we

have performed, we conclude that there is a material misstatement of this other information, we are required

to report that fact. We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Directors' Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of

the audit, we have not identified material misstatements in the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to

report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Directors' Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page two, the directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and fair

view, and for such internal control as the directors determine necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the company or to cease

operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes

our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our

Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of

the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's

members those matters we are required to state to them in a Report of the Auditors 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.

Mr Michael Turner (Senior Statutory Auditor)

for and on behalf of DonnellyBentley Limited

Chartered Accountants

Statutory Auditor

Hazlemere

70 Chorley New Road

Bolton

Lancashire

BL1 4BY

28 August 2018

TURNOVER

2,566,019

2,766,307

Administrative expenses

(3,498,636

)

(3,775,425

)

(932,617

)

(1,009,118

)

Other operating income

499

1,075

OPERATING LOSS

4

(932,118

)

(1,008,043

)

Loans with group undertakings

written off

1,058,288

-

126,170

(1,008,043

)

Interest payable and similar expenses

(136,677

)

(125,257

)

LOSS BEFORE TAXATION

(10,507

)

(1,133,300

)

Tax on loss

5

(124,411

)

189,408

LOSS FOR THE FINANCIAL YEAR

(134,918

)

(943,892

)

Retained earnings at beginning of year

(3,464,793

)

(2,520,901

)

RETAINED EARNINGS AT END OF YEAR

(3,599,711

)

(3,464,793

)

FIXED ASSETS

Intangible assets

6

1,315,921

33,751

Tangible assets

7

6,578

11,835

Investments

8

-

1,449,633

1,322,499

1,495,219

CURRENT ASSETS

Debtors

9

617,208

773,314

Cash at bank

533,924

822,408

1,151,132

1,595,722

CREDITORS

Amounts falling due within one year

10

(1,771,088

)

(2,210,427

)

NET CURRENT LIABILITIES

(619,956

)

(614,705

)

TOTAL ASSETS LESS CURRENT LIABILITIES

702,543

880,514

CREDITORS

Amounts falling due after more than one year

11

(2,782,154

)

(2,825,207

)

NET LIABILITIES

(2,079,611

)

(1,944,693

)

CAPITAL AND RESERVES

Called up share capital

12

200

200

Share premium

599,900

599,900

Contributed capital

920,000

920,000

Retained earnings

(3,599,711

)

(3,464,793

)

SHAREHOLDERS' FUNDS

(2,079,611

)

(1,944,693

)

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 17 August 2018 and were signed on its behalf by:

D T Heaney - Director

1.	STATUTORY INFORMATION

Public Consulting Group UK Limited is a private company, limited by shares , registered in England

and Wales. The company's registered number and registered office address can be found on the

Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of System Associates in 2015, is

now being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

25% on cost

Computer equipment

-

25% on cost

Tangible fixed assets are included at cost less depreciation and impairment.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at fair value.

Trade and other receivables

Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition, they

are measured at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances in hand and at bank.

Trade and other payables

Trade and other payables on normal terms are stated at their nominal value.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss

Account, except to the extent that it relates to items recognised in other comprehensive income or

directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been

enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at

the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods

different from those in which they are recognised in financial statements. Deferred tax is measured

using tax rates and laws that have been enacted or substantively enacted by the year end and that are

expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable

that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the

company's pension scheme are charged to profit or loss in the period to which they relate.

Turnover

Turnover represents amounts receivable exclusive of VAT for term subscriptions, setup fees and

support fees.

Term subscription income relates to the use of the company's platform software, recognised rateably

over the period.

Income from setup fees relates to the implementation of the platform software. This income is

recognised on installation.

Support fees income is from contracted levels of support over a set period, normally one year. This is

recognised rateably over the period.

Intangible fixed assets and amortisation

Intellectual property is included at cost less accumulated amortisation and accumulated impairment

loss, if any. Amortisation is calculated evenly over its estimated useful life of 4 years.

Going concern

The financial statements have been prepared on a going concern basis as the ultimate parent

undertaking, Public Consulting Group Inc has confirmed that it will continue to provide sufficient

financial resources to the group to allow it to meet its liabilities as they fall due for at least 12 months

from approval of the financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 38 (2017 - 40 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

2018

2017

£

£

Depreciation - owned assets

5,257

6,072

Goodwill amortisation

144,963

-

Contracts in writing amortisation

22,500

22,500

5.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the loss for the year was as follows:

2018

2017

£

£

Current tax:

UK corporation tax

-

112

R&D overclaim

124,411

-

R&D claim

-

(189,520

)

Tax on loss

124,411

(189,408

)

6.	INTANGIBLE FIXED ASSETS

Contracts

in

Goodwill

writing

Totals

£

£

£

COST

At 1 July 2017

-

90,001

90,001

Reclassification/transfer

1,449,633

-

1,449,633

At 30 June 2018

1,449,633

90,001

1,539,634

AMORTISATION

At 1 July 2017

-

56,250

56,250

Amortisation for year

144,963

22,500

167,463

At 30 June 2018

144,963

78,750

223,713

NET BOOK VALUE

At 30 June 2018

1,304,670

11,251

1,315,921

At 30 June 2017

-

33,751

33,751

7.	TANGIBLE FIXED ASSETS

Short

Computer

leasehold

equipment

Totals

£

£

£

COST

At 1 July 2017

and 30 June 2018

16,619

7,666

24,285

DEPRECIATION

At 1 July 2017

5,886

6,564

12,450

Charge for year

4,155

1,102

5,257

At 30 June 2018

10,041

7,666

17,707

NET BOOK VALUE

At 30 June 2018

6,578

-

6,578

At 30 June 2017

10,733

1,102

11,835

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 July 2017

1,449,633

Reclassification/transfer

(1,449,633

)

At 30 June 2018

-

NET BOOK VALUE

At 30 June 2018

-

At 30 June 2017

1,449,633

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade debtors

298,457

378,615

Amounts owed by group undertakings

303,205

371,864

Other debtors

15,546

22,835

617,208

773,314

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade creditors

503,060

131,239

Amounts owed to group undertakings

395,144

1,421,067

Tax

124,411

-

Social security and other taxes

104,215

111,931

VAT

2,268

71,567

Accruals and deferred income

641,990

474,623

1,771,088

2,210,427

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2018

2017

£

£

Group company loans- 2-5 years

2,782,154

2,825,207

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

£

60,000

Ordinary 1/3rd of a pence

£0.00

3333

200

200

13.	RELATED PARTY DISCLOSURES

Loans with group undertakings written off include £8,203 which was owed from PCG UK Holdings Ltd,

£184,268 which was owed to System Associates Ltd and £882,224 which was owed to PCG Advisory

Services Ltd.

14.	ULTIMATE PARENT UNDERTAKING AND CONTROLLING PARTY

The Company's immediate parent company is PCG UK Holdings Limited, a company incorporated in

the United Kingdom. The ultimate parent company is Public Consulting Group Inc., a company

incorporated in the United States of America. In the opinion of the Directors the ultimate controlling

party is William Mosakowski.

The registered office and that of it's principal place of business is 1 Smithy Court, Smithy Brook Road,

Wigan, WN3 6PS, England.