ACCOUNTS - Final Accounts preparation

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Registered number: 07031999

DEALNEXUS LIMITED

AUDITED

DIRECTORS' REPORT AND
FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2017


DEALNEXUS LIMITED

COMPANY INFORMATION

Directors	Mr A Caprio (appointed 28 November 2017)
	Mr G Langan (appointed 28 November 2017)
	Mr J Frederick (appointed 3 March 2017, resigned 17 May 2017)
	Mr L R Irving (appointed 17 May 2017, resigned 14 November 2017)
	Mr R Prague (appointed 3 March 2017, resigned 14 November 2017)
	Mr S Semel (appointed 2 April 2013, resigned 3 March 2017)
	Mr K Suri (appointed 2 April 2013, resigned 3 March 2017)


Registered number	07031999


Registered office	The Rex Building
	62 Queen Street
	Fourth Floor
	London
	EC4R 1EB


Independent auditors	Wellden Turnbull Ltd
	Chartered Accountants & Statutory Auditors
	Munro House
	Portsmouth Road
	Cobham
	Surrey
	KT11 1PP


DEALNEXUS LIMITED

CONTENTS

	Page
Directors' report	1 - 2
Independent auditors' report	3 - 5
Statement of income and retained earnings	6
Balance sheet	7
Notes to the financial statements	8 - 11


DEALNEXUS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2017

The directors present their report and the financial statements for the year ended 31 December 2017.

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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to 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.

Principal activity

The principal activities of the Company during the year were marketing and selling access to an online website platform providing a forum for potential sellers to promote business for sale and for potential buyers to solicit business for purchase in a secure environment.

Results

The profit for the year, after taxation, amounted to £38 thousand (2016 - £38 thousand).

Going concern

The directors have made the decision to close the Company and transfer the remaining business to a fellow subsidiary company. As the Company will cease to trade within 12 months of the period end, the directors do not consider it appropriate to prepare the financial statements on a going concern basis. Refer to note 2.2 for further detail.

The directors who served during the year were:

Mr A Caprio (appointed 28 November 2017)

Mr G Langan (appointed 28 November 2017)

Mr J Frederick (appointed 3 March 2017, resigned 17 May 2017)

Mr L R Irving (appointed 17 May 2017, resigned 14 November 2017)

Mr R Prague (appointed 3 March 2017, resigned 14 November 2017)

Mr S Semel (appointed 2 April 2013, resigned 3 March 2017)

Mr K Suri (appointed 2 April 2013, resigned 3 March 2017)

Page 1


DEALNEXUS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2017

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Wellden Turnbull Ltd, have been appointed in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Mr A Caprio

Director

Date: 31 October 2018

Page 2


DEALNEXUS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF DEALNEXUS LIMITED

Opinion

We have audited the financial statements of DealNexus Limited (the 'Company') for the year ended 31 December 2017, which comprise the Statement of income and retained earnings, the Balance sheet and the related notes, 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 31 December 2017 and of its profit 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 United Kingdom, including the Financial Reporting Council'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.

Emphasis of matter

We draw attention to note 2.2 in the financial statements which indicates that the Company intends to stop trading and will transfer its remaining business to a fellow subsidiary company. As stated in note 2.2, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

The 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 Auditors' 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.

Page 3


DEALNEXUS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF DEALNEXUS LIMITED (CONTINUED)

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 inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement 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.

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 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, 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' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement on page 1, 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 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.

Page 4


DEALNEXUS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF DEALNEXUS LIMITED (CONTINUED)

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 an Auditors' 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 Auditors' report.

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 an Auditors' 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.

Robin John FCA CTA (Senior statutory auditor)

for and on behalf of

Wellden Turnbull Ltd

Chartered Accountants

Statutory Auditors

Munro House

Portsmouth Road

Cobham

Surrey

KT11 1PP

31 October 2018

Page 5


DEALNEXUS LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2017

	2017	2016
	£000	£000


Turnover	46	60
Gross profit	46	60
Administrative expenses	(9)	(12)
Operating profit	37	48
Tax on profit	1	(10)
Profit after tax	38	38



Retained earnings at the beginning of the year	(451)	(489)
Profit for the year	38	38
Retained earnings at the end of the year	(413)	(451)

The notes on pages 8 to 11 form part of these financial statements.

Page 6


DEALNEXUS LIMITED REGISTERED NUMBER:07031999

BALANCE SHEET

AS AT 31 DECEMBER 2017

		2017		2016
Note		£000		£000


Current assets
Debtors: amounts falling due within one year	4	176		204
Cash at bank and in hand		149		122
		325		326
Creditors: amounts falling due within one year	5	(338)		(377)
Net current liabilities			(13)		(51)

Net liabilities			(13)		(51)

Capital and reserves
Called up share capital	-	-
Share premium account	400	400
Profit and loss account	(413)	(451)
	(13)	(51)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Mr A Caprio

Director

Date: 31 October 2018

The notes on pages 8 to 11 form part of these financial statements.

Page 7


DEALNEXUS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

1.	General information

DealNexus Limited is a private company, limited by shares, incorporated in England and Wales, registered number 07031999. The registered office is The Rex Building 62 Queen Street, Fourth Floor, London, EC4R 1EB.
The Company's principal place of business is 150 East 42nd Street, New York, NY 10017.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are presented in sterling, which is the functional currency of the company and rounded to the nearest thousand £.

The following principal accounting policies have been applied:

2.2

Going concern

The Company has reported an operating profit for the year and shows net liabilities at 31 December 2017. The directors intend for the Company to cease trading and will transfer the remaining business to a fellow subsiduary company. The Company's parent company, Intralinks, Inc., has indicated its intent to provide financial support to the company to enable it to continue to trade and satisfy its liabilities as they fall due until the date of transfer.
The directors therefore do not consider it appropriate to prepare the financial statements on a going concern basis. However, no material adjustments have arisen as a result of ceasing to apply the going concern basis of preparation.

2.3

Foreign currency translation

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of income and retained earnings within 'other operating income'.

2.4

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors.

2.5

Debtors

Short term debtors are measured at transaction price, less any impairment.

Page 8


DEALNEXUS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

2.Accounting policies (continued)

2.6

Creditors

Short term creditors are measured at the transaction price.

2.7

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.8

Taxation

Tax is recognised in the Statement of income and retained earnings, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Employees

The average monthly number of employees, including directors, during the year was 2 (2016 - 2).

Page 9


DEALNEXUS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

Debtors

					2017	2016
					£000	£000


Trade debtors	-	28
Amounts owed by group undertakings	176	176
	176	204

Amounts owed by group undertakings are interest free and repayable on demand.

5.	Creditors: Amounts falling due within one year
		2017	2016
		£000	£000

Trade creditors	-	13
Amounts owed to group undertakings	304	294
Corporation tax	5	6
Other taxation and social security	-	2
Accruals and deferred income	29	62
	338	377

Amounts owed to group undertakings are interest free and repayable on demand.

6.	Share capital
		2017	2016
		£	£

Authorised, allotted, called up and fully paid

400 ordinary shares of £1 each	400	400

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. No dividends were declared or paid in the period.

Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

8.	Related party transactions
	The company has taken advantage of FRS102 section 33 paragraph 1A not to disclose transactions with wholly owned group members.

Page 10


DEALNEXUS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

9.	Controlling party

The Company's immediate parent entity is Intralinks, Inc., a Company incorporated in the USA. The entity with level of first control over the Company is Intralinks Holding Inc, a Company incorporated in the USA located at 150 East 42nd Street, New York, NY 10017. The smallest and largest group in which the results of the Company are consolidated is that headed by Intralinks, Inc., a Company incorporated in the USA located at 150 East 42nd Street, New York, NY 10017. Copies of the annual report of Intralinks, Inc. may be obtained from 150 East 42nd Street, New York, NY 10017.
During the year, Intralinks Holdings, Inc., was aquired by Impala Private Holdings II, LLC incorporated in Delaware. Following the aquisition, the ultimate controlling party became Impala Private Holdings II, LLC, incorporated in Delaware.

Page 11