Crimsonwing PLC Annual Report 2011
Crimsonwing PLC Annual Report 2011
Crimsonwing PLC Annual Report 2011
2011
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Crimsonwing plc
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Table Of Contents
Business Review..................................................................................2
Chairmans Statement.............................................................................3
Chief Executive Ocers Review..............................................................5
Intoduction...........................................................................................5
Crimsonwing Solutions..........................................................................6
Business Highlights................................................................................7
Crimsonwing Malta
Lignum House,
Aldo Moro Road,
Marsa, MRS 9065, Malta
T: (+356) 2124 2121
F: (+356) 2593 3997/8
E: infoMT@crimsonwing.com
Crimsonwing United Kingdom
31 Union Street, SE1 1SD,
London, UK
T: (+44) 207 367 4300
F: (+44) 207 378 1104
E: infoUK@crimsonwing.com
Crimsonwing Netherlands
Seinstraat 32, PO Box 2294,
1200 CG Hilversum, The
Netherlands
T: (+31) 35 655 44 33
F: (+31) 35 655 44 22
E: infoNL@crimsonwing.com
W: www.crimsonwing.com
E: info@crimsonwing.com
Board of Directors...............................................................................15
Directors Report.................................................................................16
Financial Statements.............................................................................29
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Business Review
Chairmans Statement.............................................................................3
Chief Executive Ocers Review..............................................................5
Introduction..........................................................................................5
Crimsonwing Solutions..........................................................................6
Business Highlights................................................................................7
Chairmans Statement
Once again, Crimsonwing plc has made significant progress despite extremely tough trading
conditions on a global scale.
During the year, we had decided to give our business more of a solutions-based emphasis,
with software products in our chosen markets, rather than being recognised more as a services
business.
This has required us to undertake a significant amount of re-skilling. However, those new skills
obtained will cement the future of our business.
It is fair to say that Crimsonwing now operates in some very compelling areas of business, such
as eCommerce, and in ERP verticals, where our chosen focus on products is yielding significant
success. We are also very pleased with the way that Crimsonwing Malta is building its share
within local markets, and we expect this progress to continue.
To have achieved the financial results we have in such tough conditions, and to grow the top line
so well despite the efforts it took to re-skill, have been very significant achievements that we fully
expect to enable us to reap dividends in the future.
Philip Crawford
Chairman, Crimsonwing plc
I would once again like to thank our stakeholders customers, partners, investors and, last but
not least, our employees, for their continued loyalty and support during the last year. It is truly
you that have made our successes possible.
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It was impressive how quickly and easily our bespoke requirements were
incorporated into the new system. The development team always managed to
deliver exacly what was required without compromise.
Our other revenues declined, as our strategy is moving towards focusing on the Crimsonwing core offerings of eCommerce, ERP, verticals,
training and support. This is a positive outcome. We will continue to support and develop our strategic partnerships with those clients who
wish to have a more tailored service (and whose demands typically fall into the ERP, Business Intelligence, Integration and Support Solution
sets). But we will do less general work.
In Kind Direct
Our consultant headcount increased 9% during the year. Comparing this to an overall revenue increase of nearly 17%, this is indicative of our
continued progress away from being a pure services business to a solutions provider.
Our main challenge during the year was one of our Dutch operations, which underwent senior management changes and re-structuring. As a
result, this business, which offers ERP and eCommerce solutions, made a substantial loss and deflated the overall Group performance. It was
decided to invest in building the business capability, particularly in eCommerce, and this we expect will underpin a much better performance
in the new financial year.
The upgrade to NAV 2009 Role Tailored Client was a smooth transition and users
are extremly satised with the new interface. Crimsonwing have been greatly
supportive on Dynamics projects, as well as on integration projects with other
software.
We have a key strategic advantage in operating a Solutions Centre in Malta, which we wish to exploit further in expanding through
organic growth, new business lines, and further acquisitions.
Crimsonwing (Malta) had a very good year, achieving an EBITDA of 933,447. Over 80 international clients used the Solution Centre
during the year and it was extremely successful in securing nearly 20 local clients with Dynamics ERP.
Golden Harvest
Crimsonwing will increase its sales in the Eurozone, thus reducing the impact of exchange rate uctuations with Sterling.
Euro revenues last year were 48% of total revenues, and this year we expect Euro revenues to be ahead of Sterling for the first time.
With the Development Pipeline Crimsonwing have helped to improve our insight
into business growth opportunities, which is helping us to better achieve our growth
plans.
Clear Channel
Once again our external assessment was extremely positive for 2010. However, we did not make as much progress as we would
have liked with regards to extending the full QMS across all operations, but we did create new inter-company processes on the
Development Life Cycles for eCommerce open source (Magento) solution sales.
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We are pleased to include some client images and quotes in this years
report. We are fortunate to have a vibrant array of businesses that
we work with and we have experienced a tremendous willingness in
them to help us improve our services and to work together towards
meeting their business ambitions.
formalise our partnership with Oracle and achieved Gold Status. This
creates marketplace credibility, strengthens our expertise and gives
us access to Oracles technical and sales resources when reselling
their products.
Business Highlights
UK
Crimsonwing Solutions
Building partnerships to ensure continuing success
During the year, Crimsonwing has continued to invest in key
solution areas, technologies and business partnerships with leading
technology providers. Crimsonwing has focused on establishing and
extending its partner relationships with a small number of leading
technology vendors.
Business partnerships typically require a significant investment in
resources, training, accreditation and programme management. Our
objectives are therefore to concentrate on selected partnerships,
where Crimsonwing can establish a critical mass of skills and
resources, as well as achieving and maintaining the highest level
of accreditation in the vendors partner programme. Moreover, we
are aiming to foster relationships with partners where Crimsonwing
can represent a significant contribution to that partners revenues in
individual countries and, hence, earn the highest level of interaction
and cooperation from the respective partner.
During 2010, Microsoft introduced the biggest change in its partner
programme in the past six years. This change represented a welcome
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the problem projects were rectified, although this came with a high
amount of remedial work that could not be invoiced.
Structurally, the company is now in a more stable position. The
interim role was fulfilled by the CEO and since May 2011, this role
is now being replaced by a new Dutch Managing Director, who also
manages Crimsonwing Promentum BV.
In Holland, Crimsonwing has been involved with several ERP
solutions for their clients, including a number of public broadcasting
companies, who wished to merge into one large company
Crimsonwing migrated their three systems into one. It also serviced
a larger cable-company with a customer care and billing solution.
Database Management service contracts have continued this year
and will also do so in the coming year. During the course of this
financial year, a new Business Intelligence solution, called QlikView,
has been introduced and some fundamental custom adjustments on
MediaBoss were made for a particular client.
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The introduction of JetReports has had a signicant impact on the way management
accounts are now used. The time taken to generate them has dropped signicantly.
Melita
The result is that today more than 50% of our regular revenue comes
from our own customers and 50% from partner services. This trend
will continue in 2011 and will give us the opportunity to grow in both
new business sales and partner services.
The number of employees increased by 70% compared to 2009,
taking on more professionals with expertise in project management
and after-sales support.
With the Microsoft Partner Accreditations now being much more
stringent, numerous partners will require training in order to meet
those qualification criteria. Therefore, Promentums goal is to secure
more contracts with those mid-sized and larger Microsoft partners,
which will bring us more services revenue.
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top of the standard project accounting module of Dynamics AX is
now nearing completion, with various parts of the solution already
being live. Apart from Dynamics AX, we remain heavily involved in
the NAV-space and in particular with the printing vertical PrintVis.
Our Dynamics customers come from many different industries
food manufacturing and distribution, production of electronic
components, banking, printing and publishing, property lease
management, telecoms, non-profit organisations, fuel storage and
distribution and iGaming, to mention but a few. We strongly feel that
we are very well-positioned to expand our business further in these
industries and follow Microsofts large inve=stment in this sector. On
this same subject we are looking forward to the launch of AX 2012,
which will come out in September 2011 and will include five exciting
industry templates for manufacturing, distribution, public sector,
professional services and retail.
Crimsonwing have been there for our company every step of the way. We have had
a range of small projects that were minor additions, as well as very large projects
that require on site sta. Crimsonwing have always been there to advise, specify
what we need and assist with installation and testing in a very helpful manner.
I would fully recommend them to others in fact I already have!
Clogau Gold
www.adare.com
During the year, Crimsonwing (Malta) delivered over 23,000 mandays of work in project services and support to our clients in Malta,
UK and Holland.
Almost 90 clients were serviced out of the Malta Solution Centre. Of
these, over 30 were handled directly out of Malta with the majority
physically located in Malta and the remaining clients spread across
Europe, Middle East and North Africa. This represents a 54% increase
in the number of Maltese clients, which is line with our strategy to
step up our efforts in providing ERP solutions locally through our
Microsoft Dynamics offering. This will also help to increase our Euro
based revenue.
We are seeing more ICT maturity on the local ERP scene, with a
number of customers opting to move up the ERP value chain and
implementing more value-added modules, such as manufacturing or
project accounting, together with the more commonly used finance
and trade modules. We are currently implementing a number of
production modules in various local organisations to give more
financial and operational control over the manufacturing processes
of these companies.
Crimsonwing (Malta) employee levels grew up to a total of almost
150 with the majority of new recruits strengthening our eCommerce
unit and supporting our plans to grow our Magento practice. We
have also brought a horizontal solution to market, which is a
seamless real-time connector between Magento and Dynamics ERP.
Adare
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Corporate Social
Responsibility
Crimsonwings People Who Care Fund
Crimsonwing has always been committed to fulfilling its duty towards
the community around it.
During the rst year of operation the general ledger of Dynamics AX has proven to
be a solid platform that gives a multi-dimensional view of our nancial information.
Bank of Valletta
Our People Who Care Fund (PWCF) initiative was put into place in
September 1999. Since then, there have been many changes, but
the main purpose of this charity has remained the same helping
charitable institutions or individuals who are in some sort of
financial need. The PWCF fund-raises its money thanks to numerous
generous staff members who choose to donate a portion of their
salaries each month.
The charities and individuals selected are always chosen by general
consensus; they are primarily based in Malta and are preferably,
though not exclusively, linked to child or youth organisations, as well
as being non-controversial and non-political in nature. Whenever
possible, rather than donating cash, we prefer to donate items that
are truly needed by the charity or individual in question.
During the 2010/2011 financial year, the PWCF allocated around
8,900 towards various beneficiaries.
Maypole
Crimsonwing took the time to understand our business, enabling them to develop
a stable platform based on Dynamics NAV, specically designed to meet our needs.
Timesco
The charity recently also bought airline tickets for a couple who
needed to travel numerous times to Germany in order to receive
cancer treatment.
Every so often the PWCF also opts to make small ad hoc donations
where we see the need. For example, we made a small donation
during the marathon organised by the Puttinu Cares cancer support
group, while another went towards buying groceries for Dar Suret
Il-Bniedem, which runs two shelters for the homeless. Yet another
donation went towards refurbishing flat-lets at Dar Qalb ta Gesu in
Hamrun.
All in all, it has been a very successful year for the PWCF, and we are
hoping that next year will be an even better one!
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FITA
Operational Programme I Cohesion Policy 2007-2013, Investing in Competitiveness for a Better Quality of Life, Project
part-financed by the European Union, European Regional Development Fund (ERDF)Co-financing rate: 85% EU Funds;
15% National Funds. Investing in your future
Board of Directors...............................................................................15
Directors Report.................................................................................16
Financial Statements.............................................................................29
MCAST
What was good about Crimsonwing was their ability to manage change whilst
maintaining a clear denition of the end goal. We found comfort with the
messages and responses from Crimsonwing and liked the company. People buy
from people!
Macfarlane Packaging
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James Bonello
Philip Crawford
Albert Muscat
David Walsh
Louis de Gabriele (resigned 20 October 2010)
Joseph Grioli (appointed 1 January 2011)
Secretary:
Louis de Gabriele
Board of Directors
DAVID WALSH
Chief Executive Ocer
PHILIP CRAWFORD
Chairman
JAMES BONELLO
Managing Director
Crimsonwing (Malta) Ltd
PIERRE ZAMMIT
Operations Director
DEREK LINNEY
Solutions Director
KENNETH LACY
Finance Director
AAD DE JONGE
Managing Director
Crimsonwing NLing Promen-
ALBERT MUSCAT
Non-Executive Director
LOUIS DE GABRIELE
Company Secretary
TOM MEEHAN
eBusiness and Custom
Solutions Director
JOSEPH GRIOLI
Non-Executive Director
Registered oce:
Country of incorporation:
Company registration number:
Auditor:
Lignum House,
Aldo Moro Road,
Marsa, MRS 9065
Malta.
Malta
C 42234
Deloitte,
Deloitte Place,
Mriehel Bypass,
Mriehel,
Malta.
tum BV
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Directors Report
The directors have pleasure in submitting their Crimsonwing plc report, together with the audited financial statements and auditors report
of Crimsonwing plc for the year ended 31 March 2011.
Performance Review
Principal Activities
Crimsonwing plc is the Holding Company of Crimsonwing Limited, Crimsonwing (Malta) Limited, Crimsonwing BV, Crimsonwing VDA BV
(acquired in July 2008), and is majority shareholder (51%) in Crimsonwing Promentum Holdings BV. It is incorporated in Malta under the
company registration number C42234. The Crimsonwing BV and VDA businesses operate as Crimsonwing NL. The company organisation is
as follows:
Overview
These consolidated financial statements cover all Crimsonwing subsidiaries, including Crimsonwing (Malta) Limited, Crimsonwing Limited,
Crimsonwing BV, VDA Informatiebeheersing BV, and Crimsonwing Promentum Holdings BV.
During the period April 2010 to March 2011, the market conditions have continued to be challenging. The recovery in the UK in particular
has been weak, and there has been continued pressure on pricing and debt recovery. Nevertheless, Crimsonwing achieved excellent revenue
growth in the period, recording its highest ever revenues at 14,303,568, that is 16.5% higher than last year (2010 - 12,280,942. This is all
organic growth and demonstrates how Crimsonwing has made good progress in tough market conditions.
Overall, revenue growth is a fundamental part of the Crimsonwing strategy, as smaller software and services businesses are very vulnerable
to market changes and do not have the capacity or profile to take on higher value solution sales. We are aiming to break the 20 million sales
level as soon as we are able, and our investments and focus are all driving Crimsonwing towards that goal. Progress in the last few years is
shown in the chart below:
Crimsonwing PLC
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Crimsonwing UK
Crimsonwing NL
eCommerce
ERP
eCommerce
Custom
Operations
Operations
14
Crimsonwing Promentum
ERP
ERP
12
10
Training
Revenue
Euro (m)
Operations
8
6
4
2
Crimsonwing Malta
0
2006/07
Custom
eCommerce
Operations
2008/09
2009/10
2010/11
Gross margins in the year held up very well at 41% (2010 40%).
R&D
The principal Company activities are the provision of computer software and professional services, mainly to clients based in Western
Europe, notably the UK and The Netherlands, but also Italy, Germany and Malta. Additionally, the Company has developed a number of
solution software assets (products), which are relevant to markets beyond Europe.
As the organisation chart above shows, the Crimsonwing businesses are aligned to deliver projects and solutions in eCommerce, Enterprise
Resource Planning (ERP), and Custom/Integration activities. Additionally, Crimsonwing Promentum is also a Certified Learning Centre for
Microsoft Dynamics (ERP).
Crimsonwing (Malta) supports the delivery of Crimsonwing projects and solutions in the active markets, and this year has again made
excellent progress in building its direct client base in Malta. Crimsonwing (Malta) also has a very active Research & Development capability.
Crimsonwing (Malta) also provides clients with post implementation support services, and is supporting business systems for clients, 24
hours per day, and in some cases on a global basis.
2007/08
ERP
Administration expenses did hold firm at 36% (2010 36%). Last year the administration expenses did benefit from the CEO and Chairman
not drawing any income. So to keep the administration expenses at this level was a good achievement. However, other additional savings
that were made were offset somewhat by the higher than expected expenses in VDA Informatiebeheersing BV, and in the overall legal costs
in the year (see sector reporting).
EBITDA improved 30% to 746,596 (2010 - 573,786), and Operating Profit improved 93% to 303,357 (2010 - 157,400). Profit before tax
improved 317% to 217,572 (2010 - 52,071). Tax provisions take the net profit after tax to just over break-even at 7,310 (2010 (74,624))
Shareholder funds decreased slightly to 3,022,657 (2010 - 3,099,272), however there was a slight increase in total assets to 8,053,810
(2010 - 7,917,635).
Overall then a positive set of results, but they could have been so much better at the earnings level without the impact of the poor
performance at Crimsonwing NL (Crimsonwing BV and VDA BV) during the year and some high legal costs associated with this operation.
It was announced at the interims during the year that the Directors of Crimsonwing NL (BV and VDA) had been removed due to poor
performance in July 2010. However, the costs associated with the roles ran throughout the year. See sector reporting.
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Sector Reporting
Crimsonwing Promentum BV - This was a good turnaround year with an excellent profit achievement. EBITDA improved to 359,048 (2010
(110,796)) and turnover increased 66% to 3,965,381 (2010 - 2,383,645). During the year, there was a higher focus placed on developing
new services and solutions directly with clients and this resulted in a growth to 50% of the business with direct clients, with 50% regular
business with partners. This is a consultancy and solution business based on the Dynamics ERP product set. During the year, consultancy
headcount grew by 70% - a very good achievement in a dicult labour market. There was a strengthening of skills and capability in project
management and after sales support. A new sales and marketing group was formed, which is resulting in a large pipeline of excellent
prospects for the new financial year.
Overall, other than Crimsonwing NL (BV and VDA), there was excellent progress in the performance in the remaining Crimsonwing businesses
(see table of EBITDA comparisons below).
Crimsonwing PLC
Crimsonwing Ltd (UK)
Crimsonwing (Malta) Ltd
Crimsonwing Promentum BV
Crimsonwing BV
VDA BV
Overall
2011
EBITDA
(92,613)
164,372
933,447
359,048
(122,254)
(495,404)
746,596
2010
EBITDA
(91,205)
405,331
717,763
(110,796)
(393,230)
45,923
573,786
Crimsonwing PLC - This is an overhead budget for fees and charges associated with the running of the PLC: it is a budget very much under
control.
Crimsonwing Ltd (UK) - This business runs as two main units in the UK and had another excellent year. Revenues were up by 17% to
7,385,099 (2010 - 6,297,332). Note that the EBITDA in the year was affected by a change in Malta to UK transfer pricing, which had
not been updated for a number of years. The overall EBITDA of UK and Malta combined are a better comparison year on year, which was
1,097,819 (2010 1,123,084). A large change in the year was a considerable and sustained investment in the eBusiness practice, which
resulted in more local recruitment to support the higher level of local eBusiness work around the Magento (open source) platform. Overall,
demand in eCommerce is very high and more of our clients are adopting a multi-channel sales strategy. The Dynamics ERP practice was
similarly active, with some strong new wins, which will deploy in the new financial year (these opportunities tend to have a longer sales
cycle than the eCommerce prospects and as a result the bounce back from the recession does take longer to materialise). We were also
encouraged by two other aspects the further commitment of one of our major clients, and the fact that we were able to cross-sell our
propositions in ERP and eCommerce to the same clients. This was also the first full year of full time marketing activity in the company and
this resulted in excellent lead generation during the year for Crimsonwing solutions.
Crimsonwing (Malta) Ltd - Another excellent year for this business with a strong EBITDA and despite the weakness of Sterling against the
Euro (the Malta business invoices the UK in Sterling and thus takes the exchange risk). What was particularly pleasing in the year was the
increased turnover in direct sales (that is to say not via another Crimsonwing operation) but direct clients managed by Malta, and typically
based in Malta. Over 35 clients were serviced in this way. The direct revenues this year were up 212% to 928,000 (2010 - 419,000).
Malta is the engine room of the technical delivery capability of Crimsonwing. During the year it delivered over 23,000 man days with
over 85 clients using the centre. During the year, there was a considerable investment in new training in both Oracle and open source
platforms this business needs to keep ahead of the curve in technical delivery capability.
Crimsonwing BV/ VDA BV - This was a very dicult year, which resulted in a negative EBITDA of (617,658). In July 2010, the Directors of the
business were removed due to poor performance and client complaints, and the Crimsonwing CEO stepped in to run the businesses for the
remainder of the year. The priority was to secure the contractual commitments that had been made on a number of projects, which had not
been correctly managed. During the six months from July 2010 to January 2011, all the problem projects were rectified, although this came
with a high amount of remedial work, which could not be invoiced. There was also a very dicult situation with one old client, who made a
very high claim for damages against the company. This situation went to full arbitration in February 2011 and the panel judged in favour of
Crimsonwing BV on all counts, including a large contribution to our legal costs. Crimsonwing also had to argue against compensation claims
from its former Directors and agreement was reached. But such are the rules of settlement and notice periods that the Directors costs
remained in the company for all the financial year, and this together with unrecoverable legal costs had an impact of around (400,000) on
EBITDA. These costs will not occur in the new financial year. In order to position the company for recovery, the CEO took the decision to invest
in building the eCommerce capability of the business. Headcount was increased significantly from October 2010 onwards and initially the
task in hand was to address remedial activities, which were achieved with no client claims. During the last quarter, a number of significant
new client wins resulted and this business unit is now making excellent progress. Structurally, the company is now in much better shape,
with the interim role fulfilled by the CEO, now being replaced by the local Dutch Managing Director from May 2011, Aad de Jonge, who now
manages this business and Crimsonwing Promentum BV, which both operate from the same physical location in Hilversum.
Our key vendors recognise this in their channels too: For example Microsoft has completely revamped its Dynamics Partner Accreditation
Programme, and this year Crimsonwing was one of the first partners to achieve the new status. The new standard is all about improving
project and technical capability, but also breadth and depth of capability as solutions become more complex and far reaching. Magento, the
open source eCommerce platform, is also introducing new accreditation and training programmes.
Our Magento practice has grown very rapidly our capability is now over 45 consultants strong across the Group. It is vital that we invest
and adopt these initiatives put forward by the vendors.
Outlook
The Directors believe that the following key initiatives in the year ahead to March 2012 will help grow and sustain shareholder value:
Revenue Growth We are anticipating further growth and it is important we make the right recruitment decisions and
secure the services of our experienced consultants.
Channel Partners We are building Intellectual Property in Crimsonwing software assets, and we can build channels to
market outside our current presence to bring our solutions to a wider market.
Solutions We are examining a Group structure more solution focused than geographically focused, with the possible
adoption of an ISV model (Independent Software Vendor) for our Dynamics solutions.
Dividend
The Board of Directors are not recommending the payment of a final dividend.
Directors
The Directors who served during the period were:
In accordance with the Companys articles of association, all the directors are to remain in oce.
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David Walsh
James Bonello
Philip Crawford
Albert Muscat
Joseph Grioli (appointed 1 January 2011)
Louis de Gabriele (resigned 20 October 2010)
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Auditors
The directors of Crimsonwing plc are required by the Companies Act (Chap. 386) to prepare financial statements in accordance with
International Financial Reporting Standards as adopted by the EU, which give a true and fair view of the state of affairs of the Company
and its Group at the end of each financial year and of the profit or loss of the Company and its Group for the year then ended. In
preparing the financial statements, the directors should:
Following an internal restructuring of the Deloitte Malta firm a resolution to appoint Deloitte Audit Limited, a company forming part
of the same firm in Malta, will be proposed at the forthcoming Annual General Meeting.
Approved by the board of directors and signed on its behalf on 26 July 2011 by:
David Walsh
Director
The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time
the financial position of the Company and the Group and which enable the directors to ensure that the financial statements comply
with the Companies Act (Chap. 386). This responsibility includes designing, implementing and maintaining 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. The directors are also responsible for safeguarding the assets of the Company and the Group, and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
James Bonello
Director
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Corporate Governance
1. Introduction
1.
the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU and in
accordance with the requirements of the Companies Act (Chap. 386), give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
2.
the Directors report includes a fair review of the performance of the business and the position of the Company and the undertakings
included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Pursuant to the Listing Rules issued by the Listing Authority, Crimsonwing plc (the Company) as a company whose equity securities
are listed on a regulated market should endeavour to adopt the principles of good corporate governance contained in the Listing Rules1.
In terms of Listing Rules the Company is bound to include a report providing an explanation of the extent to which it has adopted the
principles. For the purposes of Listing Rules the Company is hereby reporting on the extent of its adoption of the principles contained
in Appendix 8.1 of the Listing Rules (hereinafter the Code).
Statement of Compliance
The Company acknowledges that the Code does not dictate or prescribe mandatory rules but recommends principles of good practice.
However, the directors strongly believe that such practices are generally in the best interests of the Company and its shareholders and that
compliance with the principles of good corporate governance is not only expected by investors but also evidences the directors and the
Companys commitment to a high standard of governance.
Approved by the board of directors and signed on its behalf on 26 July 2011 by:
David Walsh
Director
The Board of Directors of the Company (the Board) has carried out a review of the Companys compliance with the Code for the
financial year being reported upon.
James Bonello
Director
2. General
The Company is a holding company and does not itself carry on any trading activities. It owns a number of subsidiaries which together
form the Crimsonwing Group (hereinafter the Group) and it is those subsidiaries that carry on trading activities.
The Companys governance principally lies in its Board of Directors, responsible for the overall setting of the Groups policies and business
strategies. On the other hand, the Subsidiaries governance structures are composed of two principal organs: the body composed of the
persons responsible for each division of the Group as well as the Chief Executive Ocer of the Group, the Executive Board. Furthermore
each Subsidiary is run by its board of directors. The Chief Executive Ocer is the person accountable to the board of directors of the
Company for the business operations of the Subsidiaries. He has the power and authority to appoint the persons to fill in the post of
each member of the Executive Board. He also has the discretion to ask any one or more of such members to, from time to time, address
the board of directors of the Company on matters relating to the operations of the Subsidiaries. The board of directors of the Company
is entitled to call in at its discretion any one or more of the members of the Executive Board.
The Company has adopted a corporate decision-making and supervisory structure that is tailored to suit the Groups requirements
and designed to ensure the existence of adequate checks and balances within the Group, whilst retaining an element of flexibility
essential to allow the Group to react promptly and eciently to the dictates of its business and the economic conditions in which it
operates. The Directors are of the view that there can be no blue print for good corporate governance in that corporate governance
is a generic term that describes the measures taken by the Company to ensure its proper direction and management of its business.
Accordingly, the structures that may be required within the context of large multi-nationals are not necessarily and objectively the best
structures for companies whose size and/or business dictate otherwise. It is in this context that the directors have adopted corporate
governance structures within the Company that are dictated by its particular demands and which are designed to suit the Company,
its business and its size whilst still ensuring proper checks and balances.
In general the Directors believe that the Company has adopted appropriate structures to achieve an adequate level of good corporate
governance, together with an adequate system of checks and balances in line with the Companys requirements.
This report will now set out the structures and processes in place within the Group and how these effectively achieve the goals set out
by the Code. For this purpose this report will make reference to the pertinent principles and then set out the manners in which the
directors believe that these have been adhered to.
1
The Listing Rules have been amended and is currently set out as appendix 5.1 to Chapter 5 of the Listing Rules (as amended).
In view of the transitory provisions in force at the time the Code as amended shall only come into force with respect to the Company
as from the financial year ending 31 December 2011. Accordingly this statement of compliance is being based on the Code provisions
and requirements as in force today being Appendix 8.1 appended to the previous Chapter 8 of the Listing Rules.
Annual Report and Financial Statements 2011
plc
plc
24
25
Corporate Governance
Corporate Governance
Internal Control
These principles deal fundamentally with the role of the board and of the directors.
The Board is ultimately responsible for the Companys system of internal controls and for reviewing its effectiveness. Such a system
is designed to manage rather than eliminate risk to achieve business objectives, and can provide only reasonable, and not absolute,
assurance against normal business risks or loss.
The Directors believe that for the period under review the Company has generally complied with the requirements of each of these
principles.
The Board of directors has throughout the period under review provided the necessary leadership in the overall direction of the
Company and has adopted systems whereby it obtains timely information from the CEO as the head of the Executive team to ensure an
open dialogue between the CEO and directors at regular intervals and not only at meetings of the board. During the year under review
the level of communication between Executive Management and the directors has improved through electronic communications of
executive decisions and discussions.
In line with the requirements of Principle Two, the Company has segregated the functions of the CEO and the chairman, with the CEO
heading the Executive team and the chairmans main function is that of leading the board.
The boards composition, in line with Principle Three is of three independent non-executive directors and two executive directors.
Pursuant to generally accepted practices, as well as the Companys Articles of Association, the appointment of Directors to the Board
is reserved exclusively to the Companys shareholders, except in so far as an appointment is made to fill a vacancy on the Board. The
articles of association also contemplate the role of a nominations committee that has the power to nominate fit and proper persons
for appointment by the shareholders as directors of the Company.
As stated above, the Board of Directors currently comprises three Non-Executive Directors. The Board normally meets every quarter.
During the financial year under review the Board established a guideline whereby at its first meeting, it scheduled meetings for the full
year, with other meetings being called as and when the need of the business arises. Board meetings concentrate mainly on strategy,
operational performance and financial performance. The Board also delegates specific responsibilities to the CEO and the Committees,
notably the Executive and the Audit Committees which operate under their respective formal terms of reference. Directors have access
to the advice and services of the Company Secretary who is also, a director and legal counsel to the Board and the Company. Directors
may, in the furtherance of their duties, take independent professional advice on any matter at the Companys expense.
In terms of Principle Four it is the boards responsibility to ensure a system of accountability, monitoring, strategy formulation and
policy development. Whilst these are matters which are reserved for the board to determine within the Group, the board believes
that this responsibility includes the appropriate delegation of powers to management and the organization of the executive team in a
manner that is designed to provide high levels of comfort to the directors that there is proper monitoring and accountability apart from
appropriate implementation of policy. The Boards link to the executive team is principally the CEO, together with the other executive
director on the board, both of whom are members of the Executive Board.
The Executive Board comprises apart from the executive directors the heads of each business unit of the group and its role is that of
policy execution, business development, finance, security, administrative and personnel matters, and makes recommendations to the
Board on matters which are beyond its remit. Mr David Walsh, CEO, chairs the Executive Committee.
For the period under review the Committee was composed of:
David Walsh
Kenneth Lacy
Derek Linney
James Bonello
Pierre Zammit
Aad de Jonge
Tom Meehan
Jaap Schram de Jong
The key features of the Companys system of internal control are as follows:
Organisation
The Company operates through the CEO and Executive Committee with clear reporting lines and delegation of powers.
Control Environment
The Company is committed to the highest standards of business conduct and seeks to maintain these standards across all of its
operations. Company policies and employee procedures are in place for the reporting and resolution of improper activities.
The Company has an appropriate organisational structure for planning, executing, controlling and monitoring business operations in
order to achieve Company objectives.
Risk Identication
Company management is responsible for the identification and evaluation of key risks applicable to their respective areas of business.
Principle Six
The Board believes that this principle has been duly complied with for the period under review.
The CEO is appointed by the directors and enjoys the full confidence of the board. The CEO, although responsible for the selection
of the executive team and the recruitment of senior executives, consults with the directors on the appointment of senior executives.
During the three months under review the board has already been discussing the establishment of schemes that are designed to
render the group an attractive proposition for the retention of top executives within the Company and to motivate the executive team
further.
The board has already organised, for itself and executive team members an induction session that was aimed at providing directors and
executives with a better understanding of the added responsibilities of being a publicly listed company and of the processes in place
within the Group to ensure compliance with regulations. The board intends to organise further sessions for directors and executives
designed specifically to enable them to discharge their functions more eciently and in line with the high standards expected of them.
Principle Seven
Principle 7 deals with an evaluation of the boards performance.
Company Executives participate in periodic strategic reviews, which include consideration of long-term projections and the evaluation
of business alternatives. Regular budgets and strategic plans are prepared, which are incorporated into a Company Strategic Plan.
Performance against these plans is actively monitored and reported to the Board.
Through the Audit Committee, the Board reviews the effectiveness of the Companys system of internal controls, which are monitored
by the Internal Auditors on a regular basis.
Over the period under review it is the boards view that all members of the board, individually and collectively have contributed in line
with the required levels of diligence and skill. In addition the board believes that its current composition endows the board with a
cross-section of skills and experience, not only with respect to the specific business of the company, but also in having a director who
has the necessary competence in accounting and another non-executive director who is a corporate lawyer. The combined skills of the
directors provide a balance of skills and competences that add value of the functioning of the board and its direction of the Company.
plc
plc
26
27
Corporate Governance
Corporate Governance
Principle Eight
conflict. It is then the other members that would decide on whether there exists such a conflict. In the event that, in the opinion of the
board such a conflict exists then the conflicted director is invited to leave to meeting and both the discussion on the matter and the
vote, if any, on the matter concerned are conducted in the absence of the conflicted director. The board feels that this is a procedure
that achieves compliance with both the letter and the rationale of principle eleven.
This principle deals with the establishment of a remuneration committee for the Company aimed developing policies on executive
remuneration.
There is no requirement in the code as it currently applies for a nominations committee, such a committee however is contemplated in
the Companys articles of association. In this context the directors have opted for a mixed approach of having both these committees
merged into one. The Directors believe that certain committees or boards that are recommended in the Code are either not required
at this stage by the Company or the functions of a number of committees may eciently be merged. For example the directors believe
that the merger of a nominations committee and the remuneration committee, in one committee, the Remnomcom should achieve
the same results particularly since the two committees are composed of the same non-executive directors. In addition, the board
believes that its size and composition is sucient for the proper direction and management of the Company and its business and that
it there would be no value added to the Company and its shareholders to increase the number of board members simply to be able
to have separate committees of the board when the same functions can properly be undertaken by a merged committee consisting
of the same non-executive directors.
The aggregate amount of remuneration paid to all executive and non-executive Directors of the Company including the newly acquired
businesses, as authorised by the shareholders of the Company, was 940,718 which falls within the maximum approved by the
shareholders of 2 million.
The following directors have declared the following interests in the share capital of the company:
David Walsh
Philip Crawford
Pierre Zammit
Albert Muscat
Kees Brussen
James Bonello
Tom Meehan
Total Shares
13,009,187
6,243,679
106,600
100,000
100,000
90,000
48,000
Principle Twelve
Principle 12 encourages directors of listed companies to adhere to accepted principles of corporate social responsibility.
The directors are committed to high standards of ethical conduct and to contribute to the development of the well-being of employees
and their families as well as the local community and society at large.
Principle Eleven
Audit Committee
As part of its corporate governance structures the company has also established the Audit Committee in line with the requirements of the
Listing Rules. Unlike the provisions of the Code which are not mandatory in nature, the directors acknowledge that the requirement of
having an Audit Committee in place is an obligation under the Listing Rules. The principal role of the Audit Committee is the monitoring of
internal systems and controls. During the course of the period under review the Board established the audit committee under formal terms
of reference designed both to strengthen this function within the Company and to establish the scope of the duties and responsibilities
of this Committee. The committee consists of the three non-executive directors, namely Philip Crawford as its chairman, Joseph Grioli
and Albert Muscat. The committee has the power and authority under its terms of reference to summon any person to assist it in the
performance of its duties.
In the period under review the Audit Committee has held three meetings.
The Statement of Directors Responsibilities for preparing the financial statements is set out on page 21.
This principle deals with conicts of interests and the principle that directors should always act in the best interests of the Company.
The board has established procedures on how conflicts are to be handled, if and when they arise. A director having a personal conflict
on any matter is bound to inform the other members of the board of such a conflict whether it is an actual, potential or a perceived
David Walsh
Director
plc
James Bonello
Director
plc
28
29
Financial Statements
Pursuant to Listing Rules 5.94 and 5.97 issued by the Malta Financial Services Authority, the directors are required to include in
their Annual Report a Statement of Compliance to the extent to which they have adopted the Code of Principles of Good Corporate
Governance and the effective measures that they have taken to ensure compliance with these principles.
Our responsibility is laid down in Listing Rule 5.98, which requires us to include a report on the Statement of Compliance.
We read the Statement of Compliance and consider the implications for our report if we become aware of any apparent misstatements
or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information included in the
annual report.
We are not required to perform additional work necessary to, and we do not, express any opinion on the effectiveness of either the
Companys system of internal control or its corporate governance procedures.
In our opinion, the Statement of Compliance, set out on pages 23 to 27 has been properly prepared in accordance with the requirements
of Listing Rules 5.94 and 5.97.
Sarah Curmi,
as Principal
in the name and on behalf of,
DELOITTE
Registered auditor
Notes
5
Revenue
Direct costs
Gross prot
Other income
Administrative expenses excluding
depreciation and amortisation
Company
2010
Eur
14,303,568
(8,453,852)
12,280,942
(7,348,805)
5,849,716
116,667
4,932,137
32,495
(5,219,787)
(4,390,846)
(92,613)
(91,205)
(92,613)
91,205
(443,239)
(416,386)
303,357
157,400
(92,613)
(91,205)
657
(86,442)
1,293
(106,622)
155,004
(68,469)
170,008
(90,722)
(85,785)
(105,329)
86,535
79,286
217,572
(210,262)
52,071
(126,695)
(6,078)
(1)
(11,919)
(1)
7,310
(74,624)
(6,079)
(11,920)
(32,520)
(47,193)
(25,210)
(121,817)
116,445
(109,135)
(55,407)
(19,217)
(74,624)
116,445
(141,655)
(55,407)
(66,410)
(25,210)
(121,817)
6
7
11
12
plc
2011
Eur
573,786
2010
Eur
746,596
26 July 2011
Group
EBITDA
Other administrative expenses
Amortisation and depreciation
Finance income
Finance expenses
Deloitte Place,
Mriehel By-pass,
Mriehel,
Malta.
2011
Eur
plc
7,310
(0.0042)
(6,079)
(6,079)
(11,920)
(11,920)
(0.0007)
30
31
As at 31 March 2011
ASSETS
Non-current assets
Intangibles
Plant and equipment
Deferred tax assets
Investments in subsidiaries
Current assets
Trade and other receivables
Cash and cash equivalents
Current tax asset
Notes
13
14
15
16
2011
Eur
Company
Company
3,609,775
216,904
460,055
-
3,635,097
234,446
465,852
-
3,211,468
3,211,468
4,286,734
4,335,395
3,211,468
3,211,468
3,135,850
631,226
-
2,848,884
733,356
-
2,335,883
96
387
2,891,133
202
-
3,767,076
3,582,240
2,336,366
2,891,335
8,053,810
7,917,635
5,547,834
6,102,803
21
2,600,000
722,584
121,698
(345,010)
2,600,000
722,584
96,184
(38,645)
2,600,000
722,584
96,184
(32,566)
Minority interest
3,022,657
298,693
3,099,272
182,248
3,380,123
-
3,386,202
-
Total equity
3,321,350
3,281,520
3,380,123
3,386,202
2,917,993
307,457
324,121
832,087
26,542
2,724,188
177,925
207,912
867,667
19,786
178,525
1,057,140
607,786
-
430,166
1,137,128
510,670
-
4,408,200
3,997,478
1,843,451
2,077,964
324,260
638,637
324,260
638,637
Total liabilities
4,732,460
4,636,115
2,167,711
2,716,601
8,053,810
7,917,635
5,547,834
6,102,803
Non-current liabilities
Bank borrowings
Share
capital
Eur
Share
premium
Eur
Accumulated
Losses
Eur
Reorganisation
Reserve
Eur
Translation
reserve
Eur
Total
Eur
Minority
interest
Eur
Total
equity
Eur
2,600,000
722,584
(325,793)
186,219
(17,328)
3,165,682
237,655
3,403,337
(19,217)
(19,217)
(55,407)
(74,624)
(47,193)
(47,193)
(47,193)
(19,217)
(47,193)
(66,410)
(55,407)
(121,817)
2,600,000
722,584
(345,010)
186,219
(64,521)
3,099,272
182,248
3,281,520
Total comprehensive
loss for the year
2,600,000
722,584
154,218
(454,145)
LIABILITIES
Current liabilities
Trade and other payables
Income tax payable
Other financial liabilities
Bank borrowings
Deferred tax liability
Group
2010
Eur
17
Total assets
EQUITY
Equity attributable to equity
holders of the parent
Share capital
Share premium
Other reserves
Accumulated losses
2011
Eur
Group
Group
2010
Eur
18
20
19
15
19
These financial statements were approved by the Board of Directors, authorised for issue on 26 July 2011 and signed on its behalf by:
David Walsh
Director
James Bonello
Director
plc
plc
32
33
Company
Group
Attributable to equity holders of the parent
Share
capital
Eur
Share
premium
Eur
Accumulated
losses
Eur
Reorganisation
Reserve
Eur
Translation
reserve
Eur
Total
Eur
Minority
interest
Eur
Total
equity
Eur
2,600,000
722,584
(345,010)
186,219
(64,521)
3,099,272
182,248
3,281,520
(109,135)
(109,135)
116,445
7,310
Share
capital
Eur
Share
premium
Eur
Other
reserve
Eur
Accumulated
losses
Eur
Total
Eur
2,600,000
722,584
96,184
(20,646)
3,398,122
(11,920)
(11,920)
(11,920)
(11,920)
2,600,000
722,584
96,184
(32,566)
3,386,202
(6,079)
(6,079)
(6,079)
(6,079)
2,600,000
722,584
96,184
(38,645)
3,380,123
Other comprehensive
income for the year
32,520
32,520
32,520
Total comprehensive
income/(loss) for the year
(109,135)
32,520
(76,515)
116,445
39,830
2,600,000
722,584
(454,145)
186,219
(32,001)
3,022,657
298,693
3,321,350
plc
plc
34
35
Note
Cash ows from operating activities
Profit/(loss) before tax
Adjustments for:
Dividend income
Depreciation and amortisation
Net finance income
2011
Eur
31 March 2011
Group
2010
Eur
Company
2011
2010
Eur
Eur
Basis of Preparation
These financial statements have been prepared under the historical cost convention and in accordance with International
Financial Reporting Standards as adopted by the EU (EU IFRSs) and with the Companies Act (Chap. 386).
217,572
52,071
(6,078)
443,239
85,785
416,386
105,329
(155,000)
68,465
(170,000
90,714
746,596
(306,752)
228,102
573,786
303,026
148,863
(92,613)
(251,641)
(91,205)
(123,523)
667,946
(86,442)
-
1,025,675
(106,622)
-
(344,254)
(68,469)
(388)
(214,728)
(90,722)
(1,936)
IFRS 9 - Financial Instruments issued in November 2009 and amended in October 2010 introduces new requirements for the
classification and measurement of financial assets and financial liabilities.
581,504
919,053
(413,111)
(307,386)
(109,933)
(287,176)
657
(65,686)
(364,228)
1,293
(396,452)
(428,621)
116,209
(22,328)
(314,377)
207,912
(138,234)
(719,720)
630,262
(314,377)
(124,243)
509,280
130,000
(359,720)
(220,496)
(650,042)
315,885
155,317
(31,106)
45,469
(66,550)
(114,141)
(97,222)
(134,311)
(20,170)
(150,468)
(200,861)
(134,311)
(247,690)
26
(11,919)
The preparation of financial statements in conformity with EU IFRSs requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the process of applying the Groups accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements are disclosed in note 3.
IFRS 9 requires all recognised financial assets that are within the scope of IAS 39 Financial Instruments: Recognition
and Measurement to be subsequently measured at amortised cost or fair value. Under IFRS 9, financial assets that are
held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash
flows that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
outstanding are generally measured at amortised cost unless the entity applies the fair value option. All other financial
assets, including equity investments are measured at their fair values at the end of subsequent accounting periods.
Under IFRS 9, for financial liabilities that are designated as at fair value through profit or loss, the amount of change
in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised
in other comprehensive income, unless the recognition of the effects of changes in the liabilitys credit risk in other
comprehensive income would create or increase an accounting mismatch in profit or loss. Changes in the fair value
attributable to a financial liabilitys credit risk are not subsequently reclassified to profit or loss.
IFRS 9 is effective for annual periods beginning on or after 1 January 2013, with earlier application permitted. This standard
had not yet been endorsed by the EU at the date of authorisation of these financial statements.
IAS 24 (revised) - Related Party Disclosures
The revised IAS 24 is mandatory for annual periods beginning on or after 1 January 2011. Earlier application is permitted. The
revised standard clarifies and simplifies the definition of a related party and provides certain exemptions for governmentrelated entities.
(152,061)
1,593
(150,468)
The above list excludes International Financial Reporting Standards that are already in issue and that are expected not to be
applicable.
plc
plc
36
37
31 March 2011
31 March 2011
The financial statements incorporate the financial statements of Crimsonwing plc (the Company) and entities controlled by
the Company (its subsidiaries) made up to 31 March each year. Control exists when there is the power to govern the financial
and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights
that currently are exercisable are taken into account. The financial statements of subsidiaries are included in the financial
statements from the date that control commences until the date that control ceases.
The cost of replacing part of an item of plant and equipment is recognised in the carrying amount of the item if it is probable
that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably.
The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of plant and equipment are
recognised in profit or loss as incurred.
Intra-group balances and transactions are eliminated in preparing the financial statements.
Depreciation
Where necessary, in preparing these financial statements, appropriate adjustments are made to the financial statements of
subsidiaries to bring their accounting policies in line with those used by group entities.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of
plant and equipment. The estimated useful life of plant and equipment for the current and comparative period is on the
following bases:
Computer equipment
Furniture, fittings and other equipment
20 33.33%
33.33%
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
Intangible assets
An intangible asset is recognised if it is probable that the expected future economic benefits that are attributable to the asset
will flow to the company and the cost of the asset can be measured reliably.
Intangible assets are initially measured at cost. Expenditure on an intangible asset is recognised as an expense in the period
when it is incurred unless it forms part of the cost of the asset that meets the recognition criteria.
The useful life of intangible assets is assessed to determine whether it is finite or indefinite. Intangible assets with a finite
useful life are amortised. Amortisation is charged to profit or loss so as to write off the cost of intangible assets less any
estimated residual value, over their estimated useful lives. The amortisation method applied, the residual value and the
useful life are reviewed, and adjusted if appropriate, at each reporting date.
The interest of minority shareholders in the acquiree is initially measured at the minoritys proportion of the net fair value of
the acquirees identifiable assets, liabilities and contingent liabilities recognised. After initial recognition, minority interests
in the net assets consist of the amount of those interests at the date of the original business combination and the minoritys
share of changes in equity since the date of the combination. Minority interests in the net assets of consolidated subsidiaries
are presented separately from the holding companys shareholders equity therein. Minority interests in the profit or loss of
consolidated subsidiaries are also disclosed separately. Losses applicable to the minority in excess of the minoritys interest
in the subsidiarys equity are allocated against the interests of the group except to the extent that the minority has a binding
obligation and is able to make an additional investment to cover the losses.
Intangible assets are derecognised on disposal or when no future economic benefits are expected from their use or disposal.
Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying
amount, and are included in profit or loss in the period of derecognition.
An internally-generated intangible asset arising from the companys development of software is recognised only if all of the
following can be demonstrated:
The Groups plant and equipment is classified into the following classes computer equipment and furniture, fittings and
other equipment. Items of plant and equipment are measured at cost less accumulated depreciation and any accumulated
impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software
that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item
of plant and equipment have different useful lives, they are accounted for as separate items (major components) of plant and
equipment.
After initial recognition, each class of intangible assets may be carried at cost less any accumulated amortisation and any
accumulated impairment losses.
(i) Research and development costs
the technical feasibility, the availability of resources and the intention and ability of completing the asset so that it will
be available for use or sale,
how the asset will generate probable future economic benefits, and
the ability to measure reliably the expenditure attributable to the asset during its development.
Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in
the period in which it is incurred. After initial recognition, internally-generated intangible assets are carried at cost less any
plc
plc
38
39
31 March 2011
31 March 2011
Computer software
In determining the classification of an asset that incorporates both intangible and tangible elements, judgement is used in
assessing which element is more significant. Computer software which is an integral part of the related hardware is classified
as property, plant and equipment and accounted for in accordance with the companys accounting policy on property, plant
and equipment. Where the software is not an integral part of the related hardware, this is classified as an intangible asset and
carried at cost less any accumulated amortisation and any accumulated impairment losses. Computer software classified as
an intangible asset is amortised on a straight-line basis over five to ten years.
Investments in subsidiaries
Investments in subsidiaries are accounted for on the basis of the direct equity interest and are stated at cost less any
accumulated impairment losses. Income from the investment is recognised in the statement of comprehensive income only
to the extent of distributions received by the company.
Financial instruments
Financial assets
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions of the
instrument. Financial assets and financial liabilities are initially recognised at their fair value plus directly attributable
transaction costsfor all financial assets or financial liabilities not classified at fair value through profit or loss.
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired.
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when
there is a legally enforceable right to set off the recognised amounts and the amounts are intended to be settled on a net
basis or to be realised simultaneously.
Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or when the
entity transfers the financial asset and the transfer qualifies for derecognition.
Financial liabilities are derecognised when they are extinguished. This occurs when the obligation specified in the contract is
discharged, cancelled or expires.
An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its
liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Trade receivables
Trade receivables are subsequently measured at amortised cost using the effective interest method, less provision for
impairment that is required when there is objective evidence that the Group will not be able to collect all amounts due
according to the original term of the receivables. When the effect of discounting is immaterial, trade receivables are stated
at their nominal value.
Trade payables
Trade payables are subsequently measured at amortised cost using the effective interest method. When the effect of
discounting is immaterial, payables are stated at their nominal value.
Bank borrowings
Subsequent to initial recognition, interest-bearing bank loans are measured at amortised cost using the effective interest
method unless the effect of discounting is immaterial. Bank loans are carried at face value due to their market rate of interest.
In the case of loans and receivables that are carried at amortised cost, objective evidence of impairment includes observable
data about the following loss event significant financial diculty of the issuer or counterparty.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its
carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.
Individually significant financial assets are tested for impairment on an individual basis. Financial assets are also assessed
collectively in groups that share similar credit risk characteristics.
All impairment losses are recognised in profit or loss. An impairment loss is reversed if the reversal can be related objectively
to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost the reversal
is recognised in profit or loss.
Non-nancial assets
Goodwill on the acquisition of subsidiaries or businesses is tested for impairment annually and whenever there is an indication
of impairment.
The carrying amounts of the Groups other non-financial assets, other than deferred tax assets, are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, then the assets recoverable
amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell.
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 the purpose of
impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing
use that are largely independent of the cash inflows of other assets or groups of assets (the cash-generating unit).
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated
recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in prior periods are
assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is
reversed if there has been a change in the estimates used to determine the recoverable amount.
plc
plc
40
41
31 March 2011
31 March 2011
An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. An impairment
loss recognised on goodwill is not reversed in a subsequent period.
enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority
on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis
or their tax assets and liabilities will be realised simultaneously.
Provisions
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the
temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent
that it is no longer probable that the related tax benefit will be realised.
A provision is recognised if, as a result of a past event, the entity has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions
are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the liability.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for services provided in the normal course
of business, net of value added tax and discounts, where applicable. Revenue is recognised to the extent that it is probable
that future economic benefits will flow to the entity and these can be measured reliably.
Borrowing costs
Borrowing costs are recognised as an expense in profit or loss in the period in which they are incurred.
Currency translation
Provision of services
The Group operates in Malta and in a number of international territories. The presentation currency of the financial statements
is Euro since that is the currency in which the shares of the Company are denominated. Euro is also considered to be the
functional currency of the Group as this is the currency of the primary economic environment in which the Group operates.
Transactions in currencies other than the functional currency are translated at exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional
currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between
amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during
the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period.
Revenue from services rendered is recognised in profit or loss in proportion to the stage of completion of the transaction at
the reporting date. The stage of completion is assessed by reference to the billed man-days of work performed to reporting
date.
Foreign currency differences arising on retranslation are recognised in profit or loss. Foreign exchange gains and losses are
included within the results from operating activities, except in the case of significant exchange differences arising on financing
activities, which are included within finance income or finance expenses.
Lease payments
Foreign operations
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.
Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.
The assets and liabilities of foreign operations are translated to Euro at exchange rates at the reporting date. The income and
expenses of foreign operations are translated to Euro at the average exchange rate for the financial period. Foreign currency
differences are recognised directly in equity through the foreign currency translation reserve. When a foreign operation is
disposed of, in part or in full, the relevant amount in this reserve is transferred to profit or loss.
Finance income
Finance income comprises interest income on funds invested and is recognised as it accrues in profit or loss, using the effective
interest method.
Employee benets
The company contributes towards the state pension in accordance with local legislation. The only obligation of the company
is to make the required contributions. Costs are expensed in the period in which they are incurred.
Income tax expense
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the
extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted
at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet liability method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating
to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. In addition, deferred
tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured
at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have
been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally
Dividends
Dividends to holders of equity instruments are recognised as liabilities in the period in which they are declared.
Segment reporting
A segment is a distinguishable component of the Group that is engaged either in providing services (business segment), or in
providing services rendered within a particular economic environment (geographical segment), which is subject to risks and
returns that are different from those of other segments.
The Group is engaged in one specific line of business - the provision of computer professional services and IT solutions. It
operates through a company situated in Malta, through which it undertakes software development work, and sales oces in
the United Kingdom and The Netherlands, from where it delivers such solutions to its customer base. Segment information is
therefore presented in respect of the Groups geographical segments.
plc
plc
42
43
31 March 2011
31 March 2011
credit risk
currency risk
interest rate risk
liquidity risk
This note presents information about the Groups exposure to each of the above risks, the Groups objectives, policies and
processes for measuring and managing risk and the Group objectives in relation to capital management. Further quantitative
disclosures are included throughout these financial statements.
The Board of Directors has overall responsibility for the establishment and control of the Groups risk management framework.
The Groups risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate
risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Groups activities. The Group, through its training and management
standards and procedures, aims to develop a disciplined and constructive control environment in which all employees
understand their roles and obligations.
Where possible, the company aims to reduce and control risk concentrations. Concentrations of financial risk arise when
financial instruments with similar characteristics are influenced in the same way by changes in economic or other factors. The
amount of the risk exposure associated with financial instruments sharing similar characteristics is disclosed in more detail in
the notes to the financial statements.
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, and arises principally from the Groups receivables from customers and cash held with financial
institutions. The carrying amount of financial assets represents the maximum credit exposure.
Trade receivables
The Groups exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the Groups customer base, including the default risk of the industry and country in which customers operate, have less of
an influence on credit risk. Approximately 30% (2010 - 26%) of the Groups revenue is attributable to sales transactions with
two customers. The Groups revenue is mainly generated through sales transactions concluded with customers situated in the
United Kingdom.
The amounts due by the Groups significant customers, included in trade receivables are analysed as follows:
Largest debtor
Largest two debtors
Largest three debtors
2010
Eur
493,313
695,844
868,714
The Group has established a credit policy under which each new customer is analysed individually for creditworthiness before
the Groups standard payment and delivery terms and conditions are offered. The majority of the Groups customers have
been transacting with the Group for the past three years. In monitoring customer credit risk, customers are grouped according
to their credit characteristics, including whether they are an individual or legal entity, whether they are a wholesale, retail or
end-user customer, geographic location, industry, aging profile, maturity and existence of previous financial diculties.
plc
2011
Eur
726,705
856,556
958,895
plc
44
45
31 March 2011
31 March 2011
Trade and other receivables relate mainly to the Groups customers to whom services are rendered.
The maximum exposure to credit risk for trade receivables at the respective reporting dates by geographic region was as
follows:
Carrying amount
2011
2010
Eur
Eur
Malta
United Kingdom
The Netherlands
Other
74,775
1,325,645
1,006,031
100,490
244,523
1,159,782
782,376
104,622
Total
2,506,941
2,291,303
1 month or less
Between 1 and 2 months
Over two months
Total
969,653
63,195
244,094
591,352
844,942
616,148
1,276,942
2,052,442
The company has taken out bank facilities to finance its operations as disclosed in note 20. Management monitors the
movement in interest rates and, where possible, reacts to material movements in such rates by restricting its financing
structure.
The company monitors and manages its risk to a shortage of funds by monitoring forecast and actual cash flows and by
maintaining adequate banking facilities.
Capital risk management
Included in the Groups trade receivables balance are the following debtors which are past due at the reporting date for which
the Group has not provided as the amounts are still considered recoverable:
2010
Eur
Liquidity risk
The Group does not have any collateral in respect of trade and other receivables.
2011
Eur
The Boards policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Board of Directors monitors the return on capital, which the Group defines
as the profit for the year divided by total shareholders equity. The Board of Directors also monitors the level of dividends to
ordinary shareholders.
The capital structure of the Group consists of items presented within equity in the statement of financial position.
None of the Group entities are subject to externally imposed capital requirements.
Based on historic default rates, the Group believes that no impairment allowance is necessary in respect of the above trade
receivables.
Cash at bank
The Groups cash is placed with quality financial institutions, such that management does not expect any institution to fail to
meet repayments of amounts held in the name of the Group entities.
Currency risk
The Group is exposed to currency risk on financial instruments that are denominated in a currency other than the respective
functional currencies of Group entities, primarily the Euro (Eur) and Sterling (GBP). The exposure arises on balances with
foreign operations within the Group where the denomination of the balance is in a currency other than the currency of the
lender or borrower. The Group is therefore exposed to currency risk, as the value of assets and liabilities denominated in
other currencies will fluctuate due to changes in exchange rates.
The risk arising from foreign currency transactions is managed by regular monitoring of the relevant exchange rates and
managements reaction to material movements thereto. The Groups net exposure to foreign currencies is not considered to
be material and accordingly a sensitivity analysis for foreign exchange risk disclosing how profit or loss and equity would have
been affected by changes in foreign exchange rates is not deemed necessary. This assessment has been made by taking into
consideration the Euro to Sterling 12 month forward rate at 31 March 2011.
plc
plc
46
47
5. Segment Reporting
31 March 2011
2011
Crimsonwing
Plc
Eur
Malta
Crimsonwing
(Malta) Limited
Eur
UK
Crimsonwing
Limited
Eur
Crimsonwing
Promentum
Eur
Netherlands
Crimsonwing
BV
Eur
31 March 2011
2010
VDA
BV
Eur
Adjustments
Eur
Total
Eur
Revenue
6,120,087
7,385,099
3,965,381
487,572
1,456,617
(5,111,188)
14,303,568
Direct costs
(3,981,480)
(5,833,054)
(1,996,010)
(342,814)
(1,411,682)
5,111,188
(8,453,852)
Other income
Gross Profit
Administrative expenses
EBITDA
76,300
116,147
(75,780)
116,667
2,138,607
1,552,045
1,969,371
221,058
161,082
(75,780)
5,966,383
(92,613)
(1,205,160)
(1,387,673)
(1,610,323)
(343,312)
(656,486)
75,780
(5,219,787)
(92,613)
933,447
164,372
359,048
(122,254)
(495,404)
746,596
(433,239)
303,357
(85,785)
UK
Crimsonwing
Limited
Eur
Crimsonwing
Promentum
Eur
5,450,517
6,297,332
2,383,645
Direct costs
(3,660,986)
(4,836,898)
Other income
2,102
Revenue
Gross Profit
Malta
Netherlands
Crimsonwing
BV
Eur
VDA
BV
Eur
Adjustments
Eur
Total
Eur
1,256,623
1,757,264
(4,864,439)
12,280,942
(1,584,509)
(1,207,890)
(868,461)
4,809,939
(7,348,805)
75
86,424
(56,106)
32,495
1,791,633
1,460,434
799,136
48,808
975,227
(110,606)
4,964,632
Administrative expenses
(91,205)
(1,073,870)
(1,055,103)
(909,932)
(442,038)
(929,304)
110,606
(4,390,846)
EBITDA
(91,205)
717,763
405,331
(110,796)
(393,230)
45,923
573,786
(416,386)
(105,329)
157,400
52,071
(126,695)
(74,624)
217,572
(210,262)
7,310
Crimsonwing
(Malta) Limited
Eur
Crimsonwing
Plc
Eur
plc
plc
48
49
31 March 2011
Malta
Segment assets
Deferred tax assets
United Kingdom
The Netherlands
Adjustments
Finance Income
2011
Eur
The Group
2011
2010
2011
2010
2011
2010
2011
2010
2011
2010
Eur
Eur
Eur
Eur
Eur
Eur
Eur
Eur
Eur
Eur
3,375,420
3,304,458
2,235,112
2,126,856
1,875,860
1,685,953
107,363
334,516
7,593,755
7,451,783
460,055
465,852
460,055
465,852
8,053,810
7,917,635
Total assets
Segment liabilities
31 March 2011
1,834,290
2,371,528
1,999,963
1,987,750
3,485,284
2,837,523
(2,613,619)
(2,580,472)
4,705,918
4,616,329
26,542
19,786
26,542
19,786
4,732,460
4,636,115
Total liabilities
Capital expenditure
52,775
12,648
5,182
177,246
339,152
245,395
397,109
435,289
Depreciation and
amortisation
46,845
72,814
37,003
40,879
359,391
302,693
443,239
416,386
2010
Eur
2011
Eur
Company
2010
Eur
657
-
1,281
12
4
155,000
-
8
170,000
Total
657
1,293
155,004
170,008
2010
Eur
2011
Eur
Finance Expenses
2011
Eur
Group
Group
Company
2010
Eur
Interest on bank
overdrafts and loans
Interest on other loans
86,442
-
106,622
-
55,071
13,398
65,144
25,578
Total
86,442
106,622
68,469
90,722
2010
Eur
2011
Eur
46,000
44,000
9,000
7,000
127,812
315,427
538,411
13,818
155,398
260,988
512,375
47,517
Group
Company
2010
Eur
Other fees payable to the auditor comprise Eur3,000 (2010 Eur3,000) for non-audit services.
plc
plc
50
51
11
31 March 2011
10
31 March 2011
Group
Company
2010
Eur
2011
Eur
352,899
749,577
142,612
619,894
18,333
-
20,000
-
1,102,476
762,506
18,333
20,000
2010
Eur
2010
Eur
2011
Eur
Company
2010
Eur
203,517
6,745
92,267
34,428
1
-
1
-
Total
210,262
126,695
Income tax in Malta is calculated at a basic rate of 35% (2010 UK corporation tax rate applicable of 28%) of the estimated
assessable profit for the year. Taxation in other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
The Group tax expense for the year can be reconciled as follows:
Group
2011
Eur
2010
Eur
Sta costs:
Wages and salaries
Social security contributions
8,285,035
510,897
6,390,950
461,372
Total
8,795,932
6,852,322
The average number of persons employed during the year, including executive Directors, was made up as follows:
2011
Number
Group
2010
Number
Operational
Accounts and administration
205
28
178
29
Total
233
207
Group
plc
plc
Group
2010
Eur
2011
Eur
Company
2010
Eur
217,572
52,070
(6,078)
(11,919)
76,150
18,225
(2,127)
(4,172)
(12,437)
(7,879)
-
(25,393)
-
(2)
(54,250)
(2)
(59,500)
98,819
73,500
(161,598)
(19,560)
262,086
73,500
(38,456)
210,262
126,695
56,380
63,675
52
53
12
13
31 March 2011
31 March 2011
13
Group
2010
Eur
During the year, development costs amounting to Eur250,813 were capitalised and included with Computer software
for commercial use. These represent costs incurred in relation to the development of software products which are being
amortised over a period of 5 to 10 years. The amortisation charge for the year is included in administrative expenses.
On acquisition of VDA, the Group accounted for previously unrecognised software products developed over the years by VDA.
The fair value attributed to these products at 1 July 2008 amounted to Eur2,100,000 and is being amortised over a period
of 10 years. The fair value of these intangible assets was determined through the use of discounted cash flow valuation
methodologies. The key assumptions applied by the directors in valuing these assets are as follows:
(109,135)
(19,217)
2011
No.
2010
No.
26,000,000
26,000,000
A modest growth rate in revenue ranging between 2% and 9% over the life of the assets.
A initial reduction in costs in year 1 due to the resizing exercise undertaken. Increases in direct costs proportionate
to increases in revenues thereafter.
A discount factor of 12.5%.
The goodwill recognised in the financial statements arose primarily on the purchase of a controlling interest in Promentum
Holdings BV together with the purchase of the Media and Entertainment business division of Peracto Solutions Limited by
one of the Groups subsidiaries.
Intangible Assets
Group
Goodwill
Eur
Computer
software
for internal
use
Eur
Computer
software
for commercial
use
Eur
Goodwill has therefore been recognised in relation to two separately identifiable cash-generating units. At the year-end,
the goodwill was tested for impairment on a value in use basis for each cash-generating unit, based on revenue and profit
forecasts prepared by management.
Total
Eur
Cost
At 01.04.2009
Translation adjustment
Additions
1,509,065
(35,645)
-
421,907
10,623
2,229,344
353,605
4,160,316
(35,645)
364,228
At 01.04.2010
Translation adjustment
Additions
Disposals
Written off
1,473,420
3,423
-
432,530
36,363
(494)
(318,017)
2,582,949
250,813
-
4,488,899
3,423
287,176
(494)
(318,017)
At 31.03.2011
1,476,843
150,382
2,833,762
4,460,987
Accumulated amortisation
At 01.04.2009
Provision for the year
410,321
9,748
182,493
251,240
592,814
260,988
At 01.04.2010
Provision for the year
Released on write off
Released on disposal
420,069
12,167
(318,017)
(494)
433,733
303,754
-
853,802
315,921
(318,017)
(494)
At 31.03.2011
113,725
737,487
851,212
Carrying amount
At 31.03.2010
1,473,420
12,461
2,149,216
3,635,097
At 31.03.2011
1,476,843
36,657
2,096,275
3,609,775
plc
plc
54
55
14
15
31 March 2011
31 March 2011
699,159
39,796
1,983
Furniture,
ttings and
other equipment
Eur
459,738
25,890
(17,781)
2,087
469,934
59,001
(39,333)
Total
Eur
1,158,897
65,686
(17,781)
Arising on:
Accelerated tax depreciation
Tax losses carried forward
Other deductible temporary
differences
4,070
740,938
50,932
-
1,210,872
109,933
(39,333)
595
592
1,187
792,465
490,194
1,282,659
Accumulated depreciation
Balance at 1 April 2009
Charge for the year
Release on disposals
Effect of movements in
exchange rates
482,846
60,189
1,312
353,954
95,209
(17,781)
697
432,079
67,093
(39,333)
836,800
155,398
(17,781)
544,347
60,719
479
371
850
605,545
460,210
1,065,755
2011
Eur
10,413
485,638
10,413
485,638
(21,046)
(6,744)
(27,790)
475,005
(6,744)
468,261
(9,153)
465,852
(8,206)
460,055
The deferred tax asset arises on overseas subsidiaries which have undergone significant changes and restructuring over
the past months. The directors consider that temporary differences recognised are substantially non-current in nature. In
assessing whether the deferred tax asset should be recognised, the directors have taken into account the cost savings from
the restructuring during the year, the reduction in remedial work, the projected sales and the projected taxable income based
on approved budgets. The Directors will continue to monitor the situation to ensure the recognition of the deferred tax assets
is based on valid outcomes.
2,009
2010
Eur
Group
Movement
for the year
Eur
976,426
127,812
(39,333)
At 31 March 2011 the company had a deferred tax asset of Eur179,394 (31 March 2010 - Eur54,885) emanating from
unabsorbed tax losses. The crystallisation of this asset remains doubtful given the expected pattern of income in the future
years and has therefore not been recognised.
16
Investments in Subsidiaries
These are stated at cost and comprise:
Carrying amounts
At 31 March 2010
At 31 March 2011
196,591
186,920
37,855
29,984
The Company did not recognise any impairment losses in relation to its investments in subsidiaries during the year.
234,446
216,904
3,211,468
At 31.03.2011
3,211,468
plc
Eur
Carrying amount
At 31.03.2010
plc
56
57
17
19
31 March 2011
31 March 2011
Bank Borrowings
Company
2011
Eur
2010
Eur
2011
Eur
2010
Eur
Trade receivables
Other debtors
Prepayments and
accrued income
Amounts due from
subsidiary undertakings
Amounts due from related
parties
2,506,941
180,279
2,291,303
226,341
448,630
331,240
2,333,451
2,888,701
2,432
2,432
Total
3,135,850
2,848,884
2,335,883
2,891,133
Bank overdrafts
Bank loans
Less: amounts due for
settlement within twelve months
Total
2011
Eur
472,087
684,260
507,667
998,637
247,786
684,260
150,670
998,637
(832,087)
(867,667)
324,260
638,637
932,046
1,149,307
2010
Eur
2011
Eur
832,087
324,260
-
867,667
360,000
278,637
607,786
324,260
-
510,670
360,000
278,637
Trade payables
Amounts due to director
Other creditors
Accruals and deferred income
Total
Company
2011
Eur
2010
Eur
2011
Eur
2010
Eur
1,156,347
1,506,304
932,046
1,149,307
990,427
178,302
966,566
782,698
526,867
200,630
989,271
1,007,420
178,525
430,166
2,917,993
2,724,188
178,525
430,166
Total
20
Company
2010
Eur
Group
2010
Eur
2011
Eur
Company
2010
Eur
Shareholders loan
Amounts due to subsidiary
undertakings
Amounts due to director
324,121
207,912
972,083
85,057
1,052,071
85,057
Total
324,121
207,912
1,057,140
1,137,128
plc
Group
The Group has bank overdraft facilities totalling Eur700,000 and a bank loan of Eur684,260. The bank loan bears interest at
5.25% per annum and the overdraft facilities bear interest at 4.00% to 6.45% over the banks base rate. These borrowings are
secured by a general hypothec over the Groups assets.
The amounts due to the Directors have no fixed date of repayment, are interest-free and unsecured.
2010
Eur
Company
2010
Eur
2011
Eur
18
Group
2011
Eur
plc
58
59
21
23
31 March 2011
31 March 2011
500,000,000
2011
Eur
2010
Eur
593,550
534,679
26,000,000
The Group leases a number of oce facilities. The leases typically run for a fixed duration, with an option to renew the lease
upon expiry.
Operating Leases
24
2,600,000
Related Parties
Crimsonwing plc is the parent company of the entities listed in note 25. Crimsonwing plc is controlled by David Walsh who
holds 50.04% of the issued share capital of the Company.
Key management personnel compensation is disclosed in note 9.
Share rights
All ordinary shares have the right to receive dividends, return of capital on liquidation and have the right to receive notice of
and attend and/or speak and/or vote at any general meeting.
Amounts due by and to Directors are disclosed in notes 17 and 18. These amounts will be settled in cash. No guarantees have
been given or received in respect of these balances.
Reorganisation reserve
This reserve arises in the financial statements, as a result of the application of the principles of predecessor accounting as
described in note 2. This reserve mainly represents the difference between the share capital issued on reorganisation and the
amount recorded for the share capital acquired. This reserve does not arise in the separate financial statements of the parent
company and therefore has no impact on distributable reserves.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of
foreign entities.
22
plc
plc
60
61
Independent
Auditors Report
To the Members of Crimsonwing plc
25
Group Entities
We have audited the accompanying financial statements of Crimsonwing plc and its group set out on pages 29 to
60, which comprise the statements of financial position of the company and the group as at 31 March 2011, and the
statements of comprehensive income, statements of changes in equity and statement of cash flows of the company
and the group for the year then ended, and a summary of significant accounting policies and other explanatory notes.
Ownership interest
__________________
2011
2010
%
%
Nature of business
Country of
incorporation
Malta
100
100
Crimsonwing Limited
United Kingdom
100
100
Crimsonwing BV
The Netherlands
100
100
Crimsonwing Promentum
Holdings BV
The Netherlands
51
51
Crimsonwing Group
Limited
VDA Informatiebeheersing BV
United Kingdom
100
100
The Netherlands
100
100
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant
to the preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the company and
the group. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
26
Group
2011
Eur
2010
Eur
Company
We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our audit opinion.
Opinion
2010
Eur
631,226
(832,087)
733,356
(867,667)
96
(247,786)
202
(150,670)
(200,861)
(134,311)
(247,690)
(150,468)
In our opinion the group financial statements give a true and fair view of the financial position of the company and its group as of
31 March 2011 and of the companys and its groups financial performance and cash flows for the year then ended in accordance
with International Financial Reporting Standards as adopted by the EU and have been properly prepared in accordance with the
requirements of the Companies Act (Chap. 386).
Cash at bank earns interest at floating rates based on bank deposit rates.
Sarah Curmi
Principal, for and on behalf of,
DELOITTE
Certied Public Accountants
26 July 2011
plc
plc
62
Notes:
13,009,187
6,243,679
106,600
100,000
100,000
90,000
48,000
50.04%
24.01%
Shareholding details
At 31 March 2011, Crimsonwing plcs share capital was held by 325 shareholders. The issued share capital consists of one class of
ordinary shares with equal voting rights.
No. of shareholders
3
9
136
177
plc
Notes: