Protean Software Limited - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 09532932 (England and Wales)

PROTEAN SOFTWARE LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2018

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

R J Anderson

S P Edwards

C J Morgan

M A Freeman

N H Plumbley

J A Livingston

REGISTERED OFFICE:

Units 1130-40 Elliott Court

Herald Avenue

Coventry Business Park

Coventry

West Midlands

CV5 6UB

REGISTERED NUMBER:

09532932 (England and Wales)

AUDITORS:

Murphy Salisbury Limited

Chartered Accountants and Statutory Auditors

15 Warwick Road

Stratford upon Avon

Warwickshire

CV37 6YW

BANKERS:

Lloyds Bank

30 High Street

Coventry

West Midlands

CV1 5RE

FIXED ASSETS

Intangible assets

4

4,462,230

5,071,878

Tangible assets

5

17,291

16,442

Investments

6

3,058

-

4,482,579

5,088,320

CURRENT ASSETS

Debtors

7

1,869,770

1,684,051

Cash at bank and in hand

654,095

881,239

2,523,865

2,565,290

CREDITORS

Amounts falling due within one year

8

1,751,296

1,762,558

NET CURRENT ASSETS

772,569

802,732

TOTAL ASSETS LESS CURRENT LIABILITIES

5,255,148

5,891,052

CREDITORS

Amounts falling due after more than one year

9

(1,325,000

)

(1,450,000

)

PROVISIONS FOR LIABILITIES

(609,895

)

(692,892

)

NET ASSETS

3,320,253

3,748,160

CAPITAL AND RESERVES

Called up share capital

37,465

37,465

Share premium

3,898,535

3,898,535

Retained earnings

(615,747

)

(187,840

)

SHAREHOLDERS' FUNDS

3,320,253

3,748,160

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors on 12 December 2018 and were signed on its behalf by:

M A Freeman - Director

1.	STATUTORY INFORMATION

Protean Software 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.

The directors assess the forecast financial performance of the company over a period of twelve months from the

date of these accounts. In their opinion it is appropriate for the financial statements to be prepared on a going

concern basis.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest £.

The principal accounting policies adopted are set out below.

Revenue

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,

value added tax and other sales taxes.

Where revenue is determined by reference to performance criteria which are achieved over a period of time, it is

only recognised once it is probable that the performance criteria will be met. Where revenue is contingent on a

future event which cannot be determined, no amounts are recognised whilst the above is certain. The extent that

payments on account exceed relevant revenue, the excess is included as a deferred income and is not recognised

until the event crystallises.

Business combinations

The cost of a business combination is the fair value at the acquisition date, of the assets given, equity instruments

issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of

the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities

acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be

measured reliably and is adjusted for changes in contingent consideration after the acquisition date.

Trade and asset hive-ups have been accounted for through re-designation from cost of investment to goodwill (net

of any profits arising between acquisition and hive-up).

Intangible fixed assets - goodwill

Goodwill is capitalised and written off evenly over 10 years as in the opinion of the directors, this represents the

period over which the goodwill is expected to give rise to economic benefits.

Intangible fixed assets other than goodwill

Intangible assets arising on a business combination are recognised, except where the asset arises from legal or

contractual rights, and there is no history or evidence of exchange transactions for the same or similar assets and

estimating the asset's fair value would depend on immeasurable variables.

Intangible assets are initially recognised at cost (for which intangible assets acquired in a business combination is

the fair value at acquisition date) and are measured at cost less accumulated amortisation and accumulated

impairment losses. Intangible assets are amortised to profit or loss on a straight-line basis over their useful lives, as

follows:

Customer relationships

over 10 years

Software

over 10 years

Tangible fixed assets

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

Office equipment

-

33% straight line basis

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to

determine whether there is any indication that those assets have suffered an impairment loss. If any such indication

exists, the recoverable amount of the asset is estimated in order to determine the extent of any impairment loss (if

any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the

recoverable amount of the cash generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the

estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current

market assessments of the time value of money and the risks specific to the asset for which the estimates of future

cash flows have not been adjusted.

If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the

carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. An impairment loss is

recognised immediately in profit or loss.

Recognised impairment losses ar reversed if, and only if, the reasons for the impairment loss have ceased to apply.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is

increased to the revised estimate of its recoverable amount, but so the increased carrying amount does not exceed

the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash

generating unit) prior years. A reversal of an impairment loss is recognised immediately to profit or loss.

Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are

recognised when tax paid exceeds the tax payable.

Current and deferred tax is charged or credited to the profit or loss, except when it relates to items charged or

credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is

also charged or credited to other comprehensive income, or equity.

Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only

if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or

to realise the asset and settle the liability simultaneously.

Current tax is based on taxable profit for the year. Taxable profit differs from total comprehensive income because

it excludes items of income or expense that are taxable or deductible in other periods. Current tax assets and

liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting period.

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

sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less

tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's

taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in

tax assessments in periods different from those in which they are recognised in the financial statements.

Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing

differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted by

the balance sheet date. Deferred tax is measured on a non-discounted basis.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other

Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the

instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a

legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to

realise the asset and settle the liability simultaneously.

Fair value measurement of financial instruments

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term liquid

investments with original maturities of three months or less.

Basic financial assets

Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at

transaction price including transaction costs and are subsequently carried at amortised cost using the effective

interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at

the present value of the future receipts discounted at a market rate of interest.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment

at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred

after the initial recognition of the financial asset, the estimated future cash flows have been affected. The

impairment loss is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are

settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to

another entity, or if some significant risks and rewards of ownership are retained but control of the asset has

transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements

entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company

after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables and loans from fellow group companies that are

classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing

transaction, where the debt instrument is measured at the present value of the future payments discounted at a

market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company's contractual obligations are discharged,

cancelled, or they expire.

Equity instruments

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of direct issue

costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion

of the company.

Foreign exchange

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the

exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the

reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate

ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value

was determined.

All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on

non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also

recognised in other comprehensive income.

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.

Employment benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are

received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to

terminate the employment of an employee or to provide termination benefits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 45 (2017 - 44 ) .

4.	INTANGIBLE FIXED ASSETS

Customer

Goodwill

relationships

Software

Totals

£

£

£

£

COST

At 1 April 2017

and 31 March 2018

1,154,157

2,328,240

2,614,080

6,096,477

AMORTISATION

At 1 April 2017

197,268

389,741

437,590

1,024,599

Amortisation for year

115,416

232,824

261,408

609,648

At 31 March 2018

312,684

622,565

698,998

1,634,247

NET BOOK VALUE

At 31 March 2018

841,473

1,705,675

1,915,082

4,462,230

At 31 March 2017

956,889

1,938,499

2,176,490

5,071,878

5.	TANGIBLE FIXED ASSETS

Office

equipment

£

COST

At 1 April 2017

35,106

Additions

13,619

At 31 March 2018

48,725

DEPRECIATION

At 1 April 2017

18,664

Charge for year

12,770

At 31 March 2018

31,434

NET BOOK VALUE

At 31 March 2018

17,291

At 31 March 2017

16,442

6.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

Additions

3,058

At 31 March 2018

3,058

NET BOOK VALUE

At 31 March 2018

3,058

7.

DEBTORS

2018

2017

£

£

Amounts falling due within one year:

Trade debtors

1,013,210

652,662

Amounts owed by group undertakings

502,859

739,316

Other debtors

285,623

284,473

Tax

62,878

-

1,864,570

1,676,451

Amounts falling due after more than one year:

Other debtors

5,200

7,600

Aggregate amounts

1,869,770

1,684,051

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Other loans

125,000

125,000

Trade creditors

99,937

179,291

Taxation

-

73,549

Social security and other taxes

237,076

202,937

Other creditors

5,487

-

Accruals and deferred income

1,283,796

1,181,781

1,751,296

1,762,558

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2018

2017

£

£

Other loans - 2-5 years

1,325,000

1,450,000

Other loans are made up of a debenture which is secured by a fixed and floating charge over the current and future

property and assets of the company. The debenture is subject to interest at 12% and is repayable in full by July

2020.

10.	LEASING AGREEMENTS

At the year end the company had total operating lease commitments of £83,901 (2017 - £174,746)

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Mark Bullock FCA (Senior Statutory Auditor)

for and on behalf of Murphy Salisbury Limited

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

During the period, fees were made to C-Level Limited amounting to £33,761 a company controlled by a director.

During the period, fees were made to a Director amounting to £27,193.The balance outstanding at the period end

amounted to £2,086

During the period, fees were made to Venture Capital Funding Partners amounting to £36,615. A director of

Protean is a partner in this organization.

The total remuneration of the directors and the senior management team, who are considered to be the key

management personnel of the company, was £705,361

13.	ULTIMATE CONTROLLING PARTY

The directors believe that there is no ultimate controlling party.