SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------

FORM 20-F

(MARK ONE)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED APRIL 30, 2001
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED APRIL 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-19696
-------

MERANT plc
(Exact name of Registrant as specified in charter)

ENGLAND AND WALES
(Jurisdiction of incorporation or organization)

THE LAWN
22-30 OLD BATH ROAD
NEWBURY, BERKSHIRE
RG14 1QN, ENGLAND
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the
Act:

Securities registered or to be registered pursuant to Section 12(g) of the
Act:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- Nasdaq National Market
Ordinary shares of 2 pence each

--------------------

Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act:

--------------------

The number of outstanding shares of each of the issuer's classes of capital
or common stock as of April 30, 2001: 134,963,000

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [x] No [ ]

Indicate by check mark which financial statement item the registrant has
elected to follow.

Item 17 [ ] Item 18 [x]

Name and address of person authorized to receive notices and communications
from the Securities and Exchange Commission:

Leo Millstein
MERANT plc
9420 Key West Avenue
Rockville, Maryland 20850

TABLE OF CONTENTS

GENERAL INTRODUCTION
FORWARD-LOOKING STATEMENTS

PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
ITEM 3. KEY INFORMATION
A. Selected Financial Data
B. Capitalization and Indebtedness
C. Reasons for the Offer and Use of Proceeds
D. Risk Factors
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
B. Business Overview
C. Organizational Structure
D. Property, Plants and Equipment
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating Results
B. Liquidity and Capital Resources
C. Research and Development, Patents and Licenses, etc.
D. Trend Information
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
B. Compensation
C. Board Practices
D. Employees
E. Share Ownership
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
B. Related Party Transactions
C. Interests of Experts and Counsel
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
B. Significant Changes
ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
B. Plan of Distribution
C. Market
D. Selling Shareholders
E. Dilution
F. Expenses of the Issue
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
B. Memorandum and Articles of Association
C. Material Contracts
D. Exchange Controls
E. Taxation
F. Dividends and Paying Agents
G. Statement by Experts
H. Documents on Display
I. Subsidiary Information
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS
ITEM 15. [RESERVED]
ITEM 16. [RESERVED]

PART III
ITEM 17. FINANCIAL STATEMENTS
ITEM 18. FINANCIAL STATEMENTS
ITEM 19. EXHIBITS

GENERAL INTRODUCTION

MERANT plc publishes annual reports containing annual audited consolidated
financial statements and opinions on the financial statements by independent
auditors. Financial statements are prepared in accordance with U.S. GAAP,
expressed in U.S. dollars, and also in accordance with U.K. GAAP, expressed in
GB pounds. U.K. GAAP differs from U.S. GAAP in, amongst other areas, the
treatment of mergers, of goodwill and other intangibles acquired in connection
with the purchase of subsidiaries, in the methods of computing earnings per
share, and in other disclosures and presentation.

We also publish quarterly updates and semi-Annual Reports containing
unaudited financial information prepared on the same basis as the audited
consolidated financial statements.

Each of these reports is furnished to The Bank of New York as depositary
under a deposit agreement (see Exhibit 2.04(2)). The depositary generally will
mail these reports to record-holders of American depositary receipts, or ADRs.
We also furnish to the depositary all notices of shareholders' meetings and
other reports and communications that are made generally available to our
shareholders. The depositary makes these communications available for inspection
by ADR record-holders and mails notices of shareholders' meetings to them.

As a foreign private issuer in the United States, we are required to make
certain filings with the SEC. We are not currently required to file
electronically with the SEC but as of March 1997, we began to do so on a
voluntary basis.

This Form 20-F includes many references to the "MERANT 2001 Annual Report,"
meaning MERANT's Annual Report to Shareholders for the year ended April 30, 2001
contained in the Report of Foreign Issuer on Form ARS furnished to the SEC on
October 30, 2001. Relevant portions of the MERANT 2001 Annual Report are also
included as Exhibits to this Form 20-F.

The Financial Statements and other financial information in this Form 20-F
do not comprise "statutory accounts" within the meaning of Section 240 of the
Companies Act 1985 of Great Britain. Statutory accounts for the year ended April
30, 2001 will be delivered to the Registrar of Companies for England and Wales
in November 2001. Statutory accounts for the financial years ended April 30,
2000 and April 30, 1999 have been delivered previously to the Registrar of
Companies for England and Wales. The auditors' reports on these accounts were
unqualified.

In this Form 20-F and the financial statements incorporated in this Form
20-F by reference we use the terms fiscal years 2001, 2000 and 1999 to mean the
fiscal years ended April 30, 2001, April 30, 2000 and April 30, 1999.

DataDirect, Micro Focus and PVCS are registered trademarks, and MERANT and
Egility are trademarks, of MERANT. Certain other trademarks belonging to other
companies appear in this report and are the property of their respective owners.

This report contains translations of certain amounts from GB pounds to U.S.
dollars. These translations have been made at the noon buying rates published by
the Federal Reserve Bank of New York on the relevant dates. They should not be
construed as representations that the GB pound amounts actually represent the
U.S. dollar amounts or could be converted into U.S. dollars at the rates
indicated or at any other rate. In our consolidated financial statements we use
exchange rates which are published at the close of business in London, and which
therefore may differ from the noon buying rates. For additional information on
exchange rates, see "Management's Discussion and Analysis of Results of
Operations and Financial Condition -- Exchange Rate Fluctuations" on pages 35
and 76 of the MERANT 2001 Annual Report, --which sections are incorporated in
this Form 20-F by reference. On April 30, 2001, the noon buying rate was $1.4306
per GBP 1.

FORWARD-LOOKING STATEMENTS

We are subject to various U.S. securities laws and regulations relating to
the disclosure of information. In particular, the U.S. Private Securities
Litigation Reform Act of 1995 applies to us and our disclosure of information
and provides that we can be exempt from liability for making forward-looking
statements if cautionary language is included along with the statements.
Forward-looking statements are defined in the U.S. federal securities laws, and
the regulations promulgated thereunder.

This report contains forward-looking statements that include statements
regarding expectations for our business strategy, prospects and growth,
including the growth of our enterprise change management business and related
revenues, and the one-time nature of certain charges. Forward-looking statements
are subject to the safe harbor created by the Private Securities Litigation
Reform Act, which provides that we can be exempt from liability for making
forward-looking statements if cautionary language is included with the
statements. When used in this document, the words "anticipate," "believe,"
"estimate," "expect" "realize", "likely", "unlikely" and similar expressions, as
they relate to the Company or its management, are intended to identify these
forward-looking statements.

These forward-looking statements involve a number of risks and
uncertainties. Actual results could differ materially from those anticipated by
these forward-looking statements. Future results will be difficult to predict as
we transform our business strategy to focus on our enterprise change management
products and services and away from certain of our past primary markets,
including the market for Year 2000 products and services, the market for
application, creation and transformation, or COBOL, mainframe software products
and services, and the market for enterprise data connectivity, or middleware,
software products and services. Our ability to recruit and retain key personnel,
especially in the sales and business units and at the senior management level,
could materially alter financial results and plans for the sales and business
units. Other factors that could cause actual results to differ materially
include, among others, our ability to effectively manage our costs against
uncertain revenue expectations, the potential for a decrease in revenue or a
slowdown in revenue growth which may be caused by delays in the timing of sales
and the delivery of products or services, our ability to develop, release,
market and sell products and services to customers in the highly dynamic market
for enterprise change management products, the potential need for enterprise
change management products to shift based on changes in technology and customer
needs, the effect of competitors' efforts to enter our markets and the possible
success of existing competitors in those markets, the possibility that the sale
of the DataDirect enterprise data connectivity business will not proceed as
planned and our ability to manage and integrate recently acquired businesses or
other businesses that we may acquire in the future as well as efficiently
dispose of, and manage the provision or receipt, as the case may be, of certain
services related to, businesses or products which are not a part of our business
strategy, including our ability to complete and manage obligations related to,
the sale of the DataDirect enterprise data connectivity division and the earlier
disposal of the Micro Focus application, creation and transformation division.

Electronic Filings. The SEC maintains a web site located at
http://www.sec.gov. that contains a searchable database of filings, reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC. As a foreign private issuer, we are not
currently required to file electronically but as of March 1997, we began doing
so on a voluntarily basis.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not required.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not required.

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA The following selected U.S. format financial data
have been restated for all periods presented to reclassify our E-Solutions and
ACT businesses as discontinued operations. This data should be read in
conjunction with, and is qualified in its entirety by reference to, the
financial statements of MERANT, expressed in U.S. dollars, set forth on pages 39
to 65, and expressed in U.K. pounds, set forth on pages 78 to 110 of the MERANT
2001 Annual Report, incorporated by reference.

MERANT PLC
FINANCIAL STATEMENTS 2001

SELECTED CONSOLIDATED FINANCIAL DATA
US FORMAT

<Table>
<Caption>
THREE MONTHS YEARS ENDED
YEARS ENDED APRIL 30, ENDED JANUARY 31,
(IN THOUSANDS OF U.S. DOLLARS -- EXCEPT PER ------------------------------ APRIL 30, ------------------
SHARE AND ADS DATA, PERCENTAGES AND EMPLOYEES) 2001 2000 1999 1998 1998 1997
- ---------------------------------------------- -------- -------- -------- ------------ -------- --------

RESULTS OF OPERATIONS:
Net revenue............................................... $185,555 $174,769 $156,992 $ 50,425 $149,596 $127,978
Operating income (loss) before goodwill amortization and non-
recurring items......................................... 1,061 (6,143) (17,862) 18,959 44,997 2,280
Interest income, net...................................... 6,154 4,787 6,334 1,151 3,935 2,946
Pre-tax income (loss) before goodwill amortization and non-
recurring items......................................... 7,215 (1,356) (11,528) 12,573 23,136 (21,713)
Goodwill amortization..................................... (1,900) (1,008) (474) -- -- --
Non-recurring and other items (note 2, below)............. (7,250) -- (49,662) (17,292) (17,468) (28,933)
(Loss) income before income taxes......................... (1,935) (2,364) (61,664) (4,719) 5,668 (50,646)
(Loss) income after income taxes.......................... (3,185) (2,884) (63,472) (3,420) 1,549 (53,407)
(Loss) income from discontinued operations................ (10,023) 476 34,940 4,909 18,599 17,551
(Loss) on disposal of discontinued operations............. (16,320) -- -- -- -- --
Net (loss) income......................................... (29,528) (2,408) (28,532) 1,489 20,148 (35,856)
Basic (loss) income per ADS (note 4, below):
-- continuing operations................................ (0.12) (0.10) (2.22) 0.05 0.73 (1.35)
-- discontinued operations.............................. (0.98) 0.02 1.22 0.00 0.00 0.00
-- net (loss) income.................................... (1.10) (0.08) (1.00) 0.05 0.73 (1.35)
Diluted (loss) income per ADS (note 4, below):
-- continuing operations................................ (0.12) (0.10) (2.22) 0.05 0.70 (1.35)
-- discontinued operations.............................. (0.98) 0.02 1.22 0.00 0.00 0.00
-- net (loss) income.................................... (1.10) (0.08) (1.00) 0.05 0.70 (1.35)
FINANCIAL POSITION AT END OF PERIOD:
Cash and short-term investments........................... 84,828 117,701 121,384 126,907 118,572 95,876
Total assets of continuing business....................... 154,962 201,640 233,780 266,406 265,765 189,304
Total net assets of discontinued business................. 46,738 75,214 80,305 67,752 67,752 68,583
Long term obligations..................................... -- -- -- 648 612 1,314
Shareholders' equity...................................... 103,747 161,402 152,211 179,443 172,073 123,493
FINANCIAL CONDITION:
Working capital of continuing business.................... 44,232 74,719 89,619 101,728 94,230 62,421
Current ratio............................................. 1.52 1.72 1.57 1.73 1.64 1.52
</Table>

NOTES:

(1) Data for all periods have been restated to reclassify the operations of the
E-Solutions and ACT Divisions as discontinued operations.

(2) Details of the non-recurring and other items are set out in note 6 to the
consolidated financial statements on page 53 of the 2001 MERANT Annual
Report, incorporated by reference.

(3) Data for periods prior to April 30, 1999 have been restated to include the
acquisition of INTERSOLV, Inc., which was accounted for using the
pooling-of-interests method. For years through January 31, 1998, annual
amounts reflect the financial data of INTERSOLV on an April 30 year-end
basis. Financial data for INTERSOLV for the three months ended April 30,
1998 are included in both the three months ended April 30, 1998 and the year
ended January 31, 1998.

(4) Shares and per-share data for all periods presented have been restated to
reflect the 5-for-1 stock split of our ordinary shares, which was effective
as of the close of business on March 13, 1998. Each American depositary
share (ADS) represents five ordinary shares.

MERANT PLC
FINANCIAL STATEMENTS 2001

SELECTED CONSOLIDATED FINANCIAL DATA
UK FORMAT

<Table>
<Caption>
FIFTEEN MONTHS
YEAR ENDED YEAR ENDED ENDED YEAR ENDED YEAR ENDED
IN THOUSANDS OF G.B. POUNDS APRIL 30 APRIL 30 APRIL 30 JANUARY 31 JANUARY 31
(EXCEPT PER SHARE DATA AND PERCENTAGES) 2001 2000 1999 1998 1997
- --------------------------------------- ---------- ---------- -------------- ---------- ----------

OPERATING RESULTS FOR THE PERIOD:
Revenue............................... 215,433 227,283 215,473 97,015 73,089
Operating profit(loss) excluding
amortisation of goodwill and non-
recurring charges................... 2,720 9,509 17,886 12,736 (614)
Amortisation of goodwill.............. (42,482) (39,150) (21,915) -- --
Non-recurring charges................. (14,571) (8,491) (11,831) -- (5,195)
Interest income, net.................. 4,287 2,763 4,288 2,481 1,699
(Loss)/profit before taxation......... (50,046) (35,369) (11,572) 15,217 (5,809)
Retained (loss)/profit for the
period.............................. (50,914) (35,461) (15,279) 10,426 (7,281)
(Loss)/earnings per share: basic...... (37.9P) (24.9p) (14.3p) 14.0p (10.2p)
(Loss)/earnings per share: diluted.... (37.9P) (24.9p) (14.3p) 13.3p (10.2p)
Average number of shares in issue
(thousands)......................... 139,952 145,958 110,714 78,735 75,780
FINANCIAL POSITION AT END OF PERIOD:
Cash and bank deposits................ 61,200 79,543 75,394 51,518 44,725
Total assets.......................... 230,775 304,559 322,361 123,824 100,204
Creditors: amounts falling due after
more than one year.................. - - 6 12 15
Total shareholders funds.............. 128,466 198,484 217,109 70,892 61,124
FINANCIAL CONDITION:
Working capital....................... 29,461 60,219 62,370 36,195 26,611
Current ratio......................... 1.32 1.70 1.67 1.78 1.81
</Table>

- ---------------
NOTES:

(1) Details of the non-recurring charges are set out in note 9 to the financial
statements on page 95 of the 2001 MERANT Annual Report, incorporated by
reference.

(2) Shares and per-share data for prior periods has been restated to reflect the
5-for-1 sub-division of the Company's ordinary shares, which took effect
from the close of business on March 13 1998.

B. CAPITALIZATION AND INDEBTEDNESS

Not required.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not required.

D. RISK FACTORS

We operate in a rapidly changing environment that involves a number of
risks, some of which are beyond our control. This section of the discussion
highlights some of these risks and their possible impact on our future results
of operations and financial condition.

We undertake no obligation to release publicly any updates or revisions to
any forward-looking statements contained in this report that may reflect
events or circumstances occurring after the date of this report. For more
information on forward-looking statements, see "Forward-looking statements"
above.

Our operating results may fluctuate, and any fluctuations could adversely
affect the price of our securities

Our future operating results are subject to quarterly and annual
fluctuations. If we fail to meet the expectations of securities analysts and
investors as a result of any future fluctuations in our quarterly operating
results, the market price of our securities would likely decrease. The market

price of our securities has experienced significant price volatility. We expect
that our operating results may fluctuate in the future due to a variety of
factors, including:

- demand for, and acceptance of, our products,

- the size and timing of customer orders and the lengthy sales cycle,

- product life cycles,

- our ability, and that of our competitors, to introduce and market new and
enhanced product versions on a timely basis,

- customer order deferrals in anticipation of new or enhanced products or
technologies,

- the timing of product introductions or enhancements by us or by our
competitors,

- technological changes in the software or hardware industries,

- changes in the mix of distribution channels through which our products
are offered,

- purchasing patterns of distributors and retailers, including those based
on customer budgeting cycles,

- the quality of our products,

- price and other competitive conditions in the industry,

- changes in our level of operating expenses,

- changes in our sales incentive plans,

- changes in our executive or sales management,

- our ability to acquire and effectively integrate, or divest, as the case
may be, companies and products,

- the cancellation of licenses during the warranty period,

- non-renewal of maintenance agreements,

- the effects of extended payment terms (particularly for international
customers),

- economic and/or political conditions generally or in various geographic
areas, and

- other factors discussed in this section.

Our insignificant backlog and long sales cycle combined with costs that are
fixed, make it difficult to predict future revenue and compensate for a revenue
shortfall

Historically, we have operated with little product backlog, because we
generally ship our products when we receive an order. As a result, our product
revenue in any quarter will depend on the volume and timing of orders received
in that quarter, and our ability to fill those orders. In addition, the purchase
process of our customers typically ranges from a few weeks to several months or
longer from initial inquiry to order, which makes it difficult to predict the
timing of sales and license fees. Our staffing and operating expenses are based
on anticipated revenue levels, and a high percentage of our costs is fixed in
the short term and does not vary with revenue. Because of these factors, small
variations between anticipated orders and actual orders, as well as
non-recurring or large orders, can cause disproportionate variations in our
operating results from quarter to quarter. As a result, and due to the typical
size of customers' orders, our quarterly operating results and cash flow would
suffer from a lost or delayed sale. We have historically been dependent upon
large enterprise transactions with individual customers. Moreover, if
significant sales occur earlier in a given period than expected, operating
results for later quarters may suffer.

Seasonality can cause our operating results to fluctuate

Our revenue also is affected by seasonal fluctuations resulting from lower
sales that typically occur during the summer months in Europe and other parts of
the world. In addition, we have historically experienced

lower revenue for the first quarter of a fiscal year than in the fourth quarter
of the prior fiscal year. We typically recognize a high proportion of quarterly
revenue during the last month of a fiscal quarter and significant fluctuations
in new order revenue can occur due to the timing of customer orders. Quarterly
results therefore can vary to the extent that sales for a quarter are delayed,
particularly since a relatively high proportion of our expenses do not vary with
revenue.

If our new products and services fail to achieve customer acceptance, or if we
fail to manage product transitions, our business reputation and financial
performance would suffer

We are in a market that is subject to rapid technological change. We must
continually adapt to that change by improving our products and introducing new
products, technologies and services. Our growth and financial performance will
depend in part on our ability to develop and introduce enhancements of existing
products and new products that accommodate the latest technological advances and
standards, customer requirements and market conditions on a timely and
cost-effective basis. This depends in part on our ability to attract and retain
qualified employees. In the past, we have experienced delays and increased
expenses in developing new products. We may not be successful in marketing, on a
timely basis or at all, competitive products, product enhancements and new
products that respond to technological change, changes in customer requirements
and emerging industry standards.

Product defects can be expensive to fix and can cause us to lose customers

Software products as complex as those we offer may contain undetected
errors or failures when first introduced or as new versions are released.
Despite our testing, as well as testing and use by current and potential
customers, errors might be found in new products after commencement of
commercial shipments. The cost of correcting such errors could be substantial
and there could be associated adverse publicity. For these reasons, the
occurrence of errors could result in loss of or delay in market acceptance of
our products.

Protection of our intellectual property is limited, which may affect our
competitive position

Our success depends upon our proprietary software technology. Despite the
precautions we take to protect our proprietary rights, it may be possible for a
third party to copy or otherwise obtain and use our products or technology
without authorization, or to develop similar technology independently. Policing
unauthorized use of our products is difficult, and although we are unable to
determine the extent to which software piracy of our products exists, software
piracy can be expected to be a persistent problem. In addition, effective
protection of intellectual property rights may be unavailable or limited in some
foreign countries. Patents have been granted on fundamental technologies in
software, and third party patents may issue that relate to fundamental
technologies incorporated into our products.

Our products may infringe the intellectual property rights of third parties,
which may result in lawsuits and prevent us from selling our products

Third parties may assert intellectual property infringement claims against
us in the future concerning our products, trademarks or other proprietary
rights. We became aware in the period August through October 2001 of several
possible patent infringement claims against us, and are in the process of
confirming our belief that our technology is not the subject of these claims. If
it is necessary or desirable, we may seek licenses under disputed third party
intellectual property rights. However, these licenses may not be available on
reasonable commercial terms, if at all. The failure to obtain a license from a
third party for technology that we use could cause us to incur substantial
liabilities and to suspend the production and sale of certain products. With
regard to those technologies that we license from third parties, we must rely
upon those third parties for information on the ownership of the licensed
technologies. As a result, our exposure to infringement claims may increase. We
generally obtain representations as to the ownership of licensed technology and
indemnification to cover any breach of these representations. However,
representations may not be accurate and indemnification may not provide adequate
compensation or protection for breach of the representations.

In addition, we may initiate claims or litigation against third parties for
infringement of our proprietary rights or to establish their validity.
Litigation to determine the validity of any claims could result in significant
expense and divert the efforts of our technical and management personnel from
operating activities, whether or not the litigation is determined in our favor.
In the event of an adverse ruling in any litigation, we may be required to pay
substantial damages, to discontinue the use and sale of infringing products, to
expend significant resources to develop non-infringing technology or to obtain
licenses to the infringed technology. Our failure to develop or license a
substitute technology could prevent us from selling our products. As the number
of software products in the industry increases and the functionality of these
products further overlaps, it is possible that software developers may become
increasingly subject to infringement claims. Any claims against us, with or
without merit, as well as claims we initiate against third parties, can be time
consuming and expensive to defend or prosecute and to resolve.

Competition can lead to pricing pressures and loss of market

Rapid technological change and aggressive competition characterize the
markets in which we compete. We expect competition to increase in the future
from existing competitors and from other companies that may enter our existing
or future markets with similar or substitute solutions that may be less costly
or provide better performance or functionality than our products. Some of our
current and prospective competitors have greater financial, marketing or
technical resources and may be able to adapt more quickly to new or emerging
technologies, or devote greater resources to the promotion and sale of their
products than we can. Other companies, including customers, may develop
competitive products in the future. In addition, the software industry is
characterized generally by low barriers to entry, as a result of which new
competitors with technological, marketing or other competitive advantages may
emerge and rapidly acquire market share. Furthermore, we may not be able to
compete effectively in the future in the professional services market. If price
competition increases significantly, competitive pressures could cause us to
reduce the prices of our products and services, which would result in reduced
profit margins and could harm our ability to provide adequate service to our
customers.

International sales account for a significant portion of our revenue, which
exposes us to the business and economic risks of global operations

In fiscal years 2001, 2000 and 1999, sales to customers outside of the
United States represented approximately 31%, 32%, and 31% respectively, of our
revenue. We intend to continue to expand our operations outside of the United
States and enter additional international markets, and commit significant time
and resources to developing international sales and support channels. The risks
inherent in conducting international business generally include:

- exposure to exchange rate fluctuations

- longer payment cycles

- greater difficulties in accounts receivable collection and enforcing
agreements

- tariffs and other restrictions on foreign trade

- U.S., European Union and other countries' export requirements

- economic and political instability

- withholding and other tax consequences

- restrictions on repatriation of earnings

- the burdens of complying with a wide variety of foreign laws

- general economic and political conditions.

If we lose key personnel or are unable to hire additional qualified personnel
as necessary, we may not be able to manage our business successfully or sell
our products

Several of our senior management personnel are relatively new to the
Company, including but not limited to our President and CEO, Gerald Perkel, who
joined us in September 2001, and our success will depend in part on the
successful assimilation and performance of these individuals. Competition for
qualified personnel in the software industry is intense, and we may not be able
to attract and retain a sufficient number of qualified personnel to successfully
conduct our business in the future. Our success depends to a significant degree
upon the continued contributions of our key management, marketing, product
development, professional services and operational personnel, including, as the
case may be, key personnel of acquired companies. We do not have employment
agreements with most of our key personnel to ensure their continued employment,
and we do not maintain key person life insurance on any of these persons.

If we were unable to manage growth effectively, our operations would be
disrupted

We have recently experienced tremendous organizational and personnel
changes, including the sale of our Application, Creation and Transformation
("ACT") Division, and the sale of the Enterprise Data Connectivity ("EDC")
Division. These changes have placed a significant strain on our financial,
management, operational and other resources. These strains will continue as we
transition to a company focused on the enterprise change management ("ECM")
market for our PVCS products. Additionally, for both the ACT and EDC sales we
will provide certain transition services to the new entities, and certain
services will be provided to us by the new entities, in all cases for certain
specified periods. The process of divesting a significant division of a
company's business may also result in unforeseen operating difficulties and
expenditures. Our management, personnel, systems, procedures and controls may
not be adequate to support both the new entities' operations, and our own
existing and future operations. Moreover, the anticipated financial, strategic
and other benefits of the divestiture(s) might not be realized.

Market volatility may cause the price of our securities to decline

The market price of our securities has experienced significant price
volatility, particularly since the announcement in June 1998 of the merger with
INTERSOLV, and volatility may occur in the future. Factors that may have a
significant impact on the market price of our securities include:

- actual or anticipated fluctuations in our operating results,

- changes in financial estimates by securities analysts,

- announcements of technological innovations,

- new products or new contracts achieved by us or by our competitors,

- developments with respect to patents, copyrights or proprietary rights,

- conditions and trends in the software and other technology industries,

- adoption of new accounting standards, or new interpretations of existing
standards affecting the software industry, and

- general market conditions.

Furthermore, the stock market has experienced extreme volatility that has
particularly affected the market prices of equity securities of many high
technology companies. These market fluctuations, as well as general economic,
political and market conditions, may cause the market price of our securities to
be volatile. The Company and certain of its present and former officers and/or
directors are presently defendants in a class action lawsuit alleging, among
other things, violations of the US securities laws. There can be no assurance
that the Company and/or its officers and directors may not be the subject of
additional lawsuits in the future in connection with, among other things, the
possible market price volatility of our securities.

If we engage in future business combinations, we may fail to integrate
acquired businesses effectively, which could disrupt our ongoing business and
generate negative publicity

We have completed a number of business combinations in recent years, most
recently the merger with INTERSOLV in September 1998, and the acquisitions of
Essential Software, Inc. in August 1999, EnterpriseLink Technology Corporation
in November 1999, Trillium Software Corporation in December 1999, Northern
Software Partners AS in January 2000, and the Enterprise Division of NetObjects,
Inc. in February, 2001. We may complete additional acquisitions in the future.
The process of integrating an acquired company's business into our operations
may result in unforeseen operating difficulties and expenditures. It may also
absorb significant management attention that would otherwise be available for
the ongoing development and operation of our business. Moreover, the anticipated
financial, strategic and other benefits of an acquisition might not be realized.
Future acquisitions could result in potentially dilutive issuances of equity
securities, the incurring of debt and contingent liabilities, and amortization
provisions related to goodwill and other intangible assets. In addition,
acquisitions involve numerous risks, including:

- difficulties in the assimilation of the operations, personnel, practices,
technologies and products of the acquired companies,

- difficulties in managing diverse geographic sales and research and
development operations,

- the diversion of management attention from other business priorities or
issues,

- risks of entering markets in which we have no or limited direct prior
experience, and the potential loss of key employees of MERANT or the
acquired company.

Year 2000 and euro issues could still negatively affect our business

We developed and implemented an enterprise-wide plan to analyze and address
potential Year 2000 issues affecting our internal systems, our interaction with
third party vendors and suppliers, and our products and services. We experienced
no significant impact from the Year 2000 problem on our ability to carry on
normal business operations. We have not been subject to any claims or lawsuits
to date relating to any Year 2000-related failures of our products or services,
but there can be no assurance that customers or former customers will not bring
claims or lawsuits against us seeking compensation for losses associated with
any such failures. A material adverse outcome in a Year 2000 claim or lawsuit
could have a material adverse effect on our business, financial condition and
results of operations.

Twelve member countries of the European Union have adopted the euro as
their legal currency. The participating countries established fixed euro
conversion rates between their existing national currencies and the euro. The
euro now trades on currency exchanges and is available for non-cash
transactions. Our internal systems have the ability to price and invoice
customers in the euro. We will continue to modify the internal systems that will
be affected by this conversion, but do not expect the costs of further system
modifications to be material. There can be no assurance, however, that we will
be able to complete such modifications to comply with euro requirements, which
could have a material adverse effect on our business, financial condition and
results of operations. We will continue to evaluate the impact of the euro's
introduction on our foreign exchange and hedging activities, functional currency
designations and pricing strategies in the new economic environment. In
addition, we face risks to the extent that banks and vendors upon whom we rely
are unable to make appropriate modifications to support our operations with
respect to euro transactions. While we will continue to evaluate the impact of
the euro, management does not believe its introduction will have a material
adverse effect upon our business, financial condition or results of operations.

The rights of our shareholders may differ from the shareholder rights of a
U.S. corporation

The rights of shareholders and, therefore, certain of the rights of holders
of ADRs, are governed by English law, including the Companies Act 1985, and by
our Memorandum and Articles of Association. These rights differ in many respects
from the rights of shareholders in typical U.S. corporations.

U.S. judgments may not be enforceable against us

We are a public limited company organized under the laws of England and
Wales. Judgments of U.S. courts, including judgments against us, predicated on
the civil liability provisions of the federal securities laws of the United
States, may not be enforceable in English courts.

Exchange rate fluctuations can cause operating results to fluctuate

The majority of our revenue arises in U.S. dollars, whereas our costs are
incurred approximately equally in U.S. dollars and other currencies,
predominately G.B. pounds. Consequently, fluctuations in exchange rates,
particularly between the U.S. dollar and the G.B. pound, may have a significant
impact on our operating results, notably when expressed in G.B. pounds. In
fiscal years 2001, 2000 and 1999, fluctuations between the U.S. dollar and the
G.B. pound were not significant, and net exchange rate gains or losses on
operational transactions were not material.

We prepare separate consolidated financial statements expressed in U.S.
dollars and G.B. pounds. We translate revenue, costs and expenses arising in
currencies other than the reporting currency using average exchange rates. We
translate assets and liabilities denominated in currencies other than the
reporting currency at exchange rates in effect at the balance sheet date.

If accounting interpretations or new pronouncements relating to revenue
recognition change are introduced, our reported revenues could decline or we
could be forced to make changes in our business practices

Over the past few years, the American Institute of Certified Public
Accountants issued Statement of Position, or SOP 97-2, "Software Revenue
Recognition," and SOP 98-9, "Modification of SOP 97-2, Software Revenue
Recognition, With Respect to Certain Transactions." These standards address
software revenue recognition matters primarily from a conceptual level and do
not include specific guidance in many areas. We believe that we are currently in
compliance with SOPs 97-2 and SOP 98-9. In addition, in December 1999, the SEC
staff issued Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements", or SAB 101, which explains how the SEC staff believes
existing revenue recognition rules should be applied or referenced for
transactions not addressed by existing rules.

The accounting profession continues to discuss certain provisions of SOP
97-2 and SAB 101 with the objective of providing additional guidance on
potential interpretations. These discussions and the issuance of
interpretations, once finalized, could lead to unanticipated changes in the
Company's current revenue accounting practices, with possible resulting
recognition of lower revenues. Accordingly, we may need to change our business
practices in order to continue to recognize a substantial portion of our license
revenues. These changes, and possible additional new accounting pronouncements
in the future, may extend sales cycles, increase administrative costs and
otherwise adversely affect our business.

The current depressed general economic and market conditions could cause
decreases in demand for our software and related services, which could
negatively affect our revenue and operating results and the market price of our
securities

Downturns in general economic and market conditions such as those being
experienced at present may result in customers postponing or canceling software
purchasing decisions. If demand for our software and related services decreases,
our revenues may decrease and our operating results would be negatively
impacted. The market price of the Company's securities could similarly be
negatively impacted as the result of this decreased demand and resulting effect
on operating results.

Risks related to doing business with the Federal government

We sell our products, maintenance, training, and services, directly and
indirectly, from time to time, to agencies of the Federal government. Companies
selling to the government may be subject to a variety of specialized regulations
governing such areas as employment practices, product pricing and discount
practices, and contract management. Our compliance with the terms and conditions
of individual government contracts, including, but not limited to contractual
disclosures, and sales activity reporting systems, have been audited in the
past, are currently being audited, and may be audited in the future. There can
be no assurance that any such audit may not result in a cost adjustment, refund,
penalty and/or further investigation. Any of these possible scenarios could be
expensive and distracting to us, in terms of the time and management of
personnel and outside professional resources needed to respond to the
government's audit or investigation demands, and the associated costs.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

We are a United Kingdom resident public limited company (registered company
number 1709998) and operate under the laws of England and Wales. MERANT plc was
incorporated in England in March 1983 as a public limited company under the
Companies Acts 1948 to 1981 of Great Britain under its original name, Micro
Focus Group plc. In May 1983, we obtained a quotation on the Unlisted Securities
Market of the London Stock Exchange, and in June 1984 became a fully listed
company on the London Stock Exchange. In May 1992, we became listed on

the Nasdaq National Market. On February 16, 1999, we changed our name from Micro
Focus Group plc to MERANT plc. Our head and registered office is The Lawn, 22-30
Old Bath Road, Newbury, Berkshire, RG14 1QN, England. Our telephone number at
that location is 011 44 1635 32646.

Our operational headquarters and the principal place of business in the
United States of our wholly owned subsidiary, MERANT Inc. is 9420 Key West Ave.,
Rockville, MD 20850. We have appointed CT Corporation, 818 West Seventh St., 2nd
Floor, Los Angeles, CA 90017 as the agent for service of process for MERANT Inc.
In September 2001, we announced plans to move our operational headquarters to
Hillsboro, OR.

Important Events and Company Takeovers

During the fiscal year ended April 30, 2001 we operated in four business
segments: Enterprise Change Management (ECM), Enterprise Data Connectivity
(EDC), Application Creation and Transformation (ACT), and E-Business Services
(E-Solutions). In the second half of the 2001 fiscal year, we revised our
strategy to better focus on our distinct markets, customers and competencies. As
detailed below, we then made an acquisition and a series of divestitures with
the goal of focusing the business on our ECM solutions, and the PVCS brand.

In September 1998, we completed the merger with INTERSOLV, Inc. in a
transaction accounted for using the pooling-of-interests method. Accordingly,
our financial statements for all periods prior to the merger have been restated
to reflect the merger. The merger was structured as a tax-free reorganization
under U.S. tax law. We issued approximately 12.6 million new MERANT ADSs
(representing approximately 63.1 million new MERANT ordinary shares) in exchange
for INTERSOLV's common stock and share equivalents outstanding, which at the
time of the completion of the transaction represented approximately 46% of our
share capital on a fully-diluted basis. Prior to the merger, INTERSOLV was a
Rockville, Maryland-based public corporation listed on the Nasdaq National
Market, which provided software solutions that facilitate the development,
delivery and deployment of business information systems. INTERSOLV's products
and services were focused primarily in the areas of application development
management segment of the enterprise change management market, enterprise data
connectivity and enterprise application renewal.

ECM EVENTS

In the fourth quarter of fiscal 2001, we completed the acquisition of the
Enterprise Division of NetObjects, Inc. and entered the web content management
segment of the enterprise change management market. PVCS Content Manager,
formerly NetObjects Collage, is a browser-based, scalable enterprise content
management platform that manages the web content lifecycle and allows joint
deployment of content and code through integration with PVCS Dimensions. The
total consideration for the transaction was $18.1 million, the whole of which
was payable in cash. This transaction has been accounted for using the purchase
accounting method. $7.3 million of the acquisition cost was allocated to
in-process research and development and expensed at the time of acquisition. The
remaining excess of the purchase price over the estimated fair value of the net
tangible assets acquired has been capitalized as goodwill. We are amortizing
this amount, which totaled $11.6 million, over its estimated economic life of
five years.

In the third quarter of fiscal 2000, on December 6, 1999, we acquired all
of the outstanding stock of Trillium Software Corporation, a privately held
supplier of change management software based in Eden Prairie, Minnesota. The
total consideration for the transaction was estimated at the time of closing to
be approximately $7 million, payable in cash, of which $4.2 million was paid
before April 30, 2000. The total cost of the acquisition included contingency
payments of up to $2.0 million, which are based on meeting financial performance
targets covering the period ended October 31, 2001. It is unlikely that these
targets will be met. After valuation adjustments to the acquired assets, and on
the assumption that no contingency payments will be due, the cost of the
acquisition has been revised to $4.3 million. The excess of the purchase price
over the estimated fair value of the net tangible assets acquired has been
capitalized as goodwill. We are amortizing this amount, which totaled $4.4
million, over its estimated economic life of five years.

EDC Events

After the fiscal year-end, in September 2001, we announced that we agreed
to sell our EDC Division to Golden Gate Capital for $29.3 million, payable in
cash, subject to adjustments based on the value of assets transferred.
Completion of the transaction is subject to certain conditions, including
approval by MERANT shareholders and other regulatory approvals. We will seek
shareholder approval of the proposed transaction at an extraordinary general
meeting of shareholders, to be held on October 30, 2001. Subject to approval,
completion of the transaction is expected shortly afterwards. The Company
expects to record a small gain on the disposal of the EDC Division.

ACT Events

In November 1999, we acquired for the ACT Division all of the outstanding
stock of EnterpriseLink Technology Corporation, a privately held supplier of
enterprise extension software based in Campbell, California. The total
consideration for the transaction was estimated at the time of closing to be
$14.7 million, payable as a combination of cash and assumption of debt, of which
$14.1 million was paid before April 30, 2000..

On January 8, 2000, we acquired for the ACT Division the remaining 79.9% of
the outstanding stock of Northern Software Partners AS, our distributor for the
Nordic region, based in Oslo, Norway. The total consideration for the
transaction was estimated at the time of closing to be approximately $4 million,
payable in cash, of which $3.6 million was paid before April 30, 2000. Northern
Software Partners AS changed its name to MERANT Nordic AS on January 21, 2000.

On May 15, 1998, we acquired for the ACT Division all of the outstanding
stock of our Italian distributor, Micro Focus Italia, s.r.l., for total
consideration of approximately $4.6 million. On August 13, 1998, we acquired all
of the outstanding stock of our Australian distributor, Advanced Software
Engineering Pty Ltd., for total consideration of approximately $2.5 million.

After the fiscal year-end, in August 2001, we completed the sale of our ACT
Division to Golden Gate Capital and Parallax Partners for $62.5 million in cash,
subject to potential post-closing adjustments based on the value of assets
transferred. As the transaction was conditioned upon shareholder approval and
other customary conditions of closing, we held an extraordinary general meeting
of shareholders on July 23, 2001, at which our shareholders approved the
transaction. The transaction was closed on August 10, 2001, and an initial cash
payment of $54.5 million was received from the buyers. Under the terms of the
agreement, final settlement of the sale price is due during the second half of
the fiscal year ending April 30, 2002. Unamortized goodwill at the time of
disposal of the ACT Division will be included in the gain on disposal of
discontinued business.

In September 2001 we signed an agreement to sell our owned facility in
Newbury, Berkshire, UK for approximately $15 million. As a result of the
disposal of the ACT Division, we decided it was no longer appropriate to retain
ownership of this facility. We continue to rent and occupy certain offices
within the facility, which will remain our head and registered office. The sale
was completed in October 2001 and we expect to incur a pre-tax loss of
approximately $2.5 million on the transaction, which will be included as a
component of the gain on disposal of the ACT Division to be recognized in fiscal
2002.

E-Solutions Events

In August 1999, we acquired for the E-Solutions Division all of the
outstanding stock of Essential Software, Inc (trading as The Marathon Group), a
privately-held Internet professional services firm based in Raleigh, North
Carolina. The total consideration for the transaction was approximately $16.2
million, the whole of which was paid in cash.

In February 2001, we announced a plan to discontinue the operations and
business of our E-Solutions Division. The plan was completed during May 2001.
The results of operations of the business amounted to a net loss of $13.8
million in fiscal 2001 and net income of $0.4 million in 2000. In fiscal 2001,
we also recorded the loss arising on the discontinuance of the business, which
amounted to $16.3 million. The loss includes the write-off of unamortised
goodwill, which totaled $11.6 million.

Principal Capital Expenditures

During 2001, 2000, and 1999 we invested $7.9 million, $13.2 million, and
$4.1 million, respectively, for the purchase of furniture, fixtures and
equipment, and for further investment in our management information systems.
These expenditures decreased during fiscal 2001, as compared with fiscal 2000,
because of a reduction in the number of employees during this period.

B. BUSINESS OVERVIEW

OPERATIONS AND PRINCIPAL ACTIVITIES

We design, develop and market software products and services. Our solution
offerings during the fiscal year were as follows:

Enterprise Change Management ("ECM"or "PVCS") solutions help companies
improve their ability to manage change to enterprise digital assets,
including software applications, code and web content. We have been
restructuring our operations during the fiscal year and to date, to focus
the business on ECM. The PVCS product set consists of:

PVCS Dimensions -- a comprehensive change management suite, combining
tools for software configuration management with process models to
automatically manage process and workflow.

PVCS Content Manager -- a browser-based solution for managing changes
in web content. It supports enterprise-wide collaboration and
facilitates timely updates of web applications and online content.

PVCS Professional -- combines PVCS Version Manager, PVCS Tracker and
PVCS Configuration Builder into a single suite for software
configuration management (SCM). PVCS Professional enables teams of any
size to protect software assets, automate development tasks and manage
the many changes and issues involved in team development.

PVCS Version Manager -- for version control in team development
environments. It organizes, manages and protects software assets
during revision and promotes team collaboration. PVCS Version Manager
is integrated with more than 70 development environments and tools.

PVCS Tracker -- captures, manages and communicates changes, issues and
tasks, providing basic process control to ensure coordination and
communication within and across development and content teams at every
step.

PVCS Configuration Builder -- ensures that applications can be
reliability built in a reproducible manner; ensuring components from
the same version are used.

PVCS Replicator -- enables distributed development, coordinating
geographically diverse teams with shared requirements.

PVCS Change Manager for Oracle -- speeds adoption of updates and new
releases of Oracle Applications by automatically identifying
customizations, showing associated dependencies, and processing the
updates.

Enterprise Data Connectivity ("EDC" or DataDirect") solutions provide
standards-based data connectivity technology to integrate varied systems,
applications and data across their enterprise. We agreed to sell our EDC
business in September 2001, subject to shareholder approval.

Application Creation &Transformation ("ACT" or Micro Focus") solutions
enable companies to leverage existing investments in IT systems and extend
these assets into new business applications. We sold the ACT division in
August 2001.

Internet Professional Services ("IPS" or E-Solutions") are used to deliver
applications to accelerate customers' e-business solution initiatives. We
discontinued the IPS business in February 2001.

We offer our customers a wide variety of support services that are intended
to help customers gain the benefits from our products. Customers who purchase
maintenance services benefit from MERANT SupportNet, which provides technical
support, product maintenance releases and updates, a web-based customer
community for sharing information regarding our products and other support
services.

We also provide fee-paid education and training solutions through MERANT
University. Training offerings include both on-site training and training at a
MERANT training center and are focused primarily on the use of MERANT solutions.

Principal Markets

Our end-user customers consist of corporate data processing center
personnel, independent software vendors, individual software developers,
value-added resellers and computer equipment manufacturers worldwide. The
customer base is broad, and no individual customer accounted for more than 10%
of total revenue in fiscal years 2001, 2000 or 1999. Additionally, our business
does not concentrate on any specific industry.

Revenue for continuing operations by business segment for the last three
fiscal years is as follows:

(in thousands of U.S. dollars) 2001 Change 2000 Change 1999
-------------------------------------- ------------ ------ ------------ ------ ------------

Enterprise Change Management $ 139,525 8% $ 129,027 12% $ 115,382
Enterprise Data Connectivity 46,030 1% 45,742 10% 41,610
------------ -- ------------ --- ------------
Total net revenue $ 185,555 6% $ 174,769 11% $ 156,992
------------ -- ------------ --- ------------

Revenue for continuing operations by geographic market for the last three
fiscal years is as follows:

(in thousands of U.S. dollars) 2001 Change 2000 Change 1999
-------------------------------------- ------------ ------ ------------ ------ ------------

Americas $ 128,928 8% $ 119,155 11% $ 107,037
Europe 47,599 3% 46,376 3% 44,870
Asia/Pacific 9,028 -2% 9,238 82% 5,085
------------ --- ------------ --- ------------
Total net revenue $ 185,555 6% 174,769 11% $ 156,992
------------ --- ------------ --- ------------

Seasonality

Our revenue is affected by seasonal fluctuations resulting from lower sales
that typically occur during the summer months in Europe and other parts of the
world. In addition, we have historically experienced lower revenue for the first
quarter of a fiscal year than in the fourth quarter of the prior fiscal year. We
typically recognize a high proportion of quarterly revenue during the last month
of a fiscal quarter and significant fluctuations in new order revenue can occur
due to the timing of customer orders. Quarterly results therefore can vary to
the extent that sales for a quarter are delayed, particularly since a relatively
high proportion of our expenses do not vary with revenue.

Raw Materials

The products that we ship are comprised primarily of software programs
copied onto tape or CD-ROM. The raw materials used for these media are widely
available.

Marketing Channels

We market and distribute our products on a worldwide basis through multiple
channels. Sales are made directly, using a combination of telesales, field
sales, third party distribution and the Internet. We currently have local sales
and marketing operations in the U.S., U.K., Australia, Belgium, Brazil, Denmark,
Finland, France, Germany, Italy, Japan, Korea, the Netherlands, Norway,
Portugal, Singapore, Spain and Sweden. Our direct sales effort is augmented with
a network of independent software vendors, dealers, distributors, original
equipment manufacturers and value added resellers in approximately 50 countries
around the world.

In certain cases, our products are embedded in other independent software
vendors' products under licensing arrangements. In addition, we have license and
distribution arrangements that enable us to sell products developed by third
parties. We pay license fees to these third parties, which typically have a
continuing obligation to improve and maintain the products supplied to us.

Intellectual Property

We regard much of our intellectual property as proprietary. We seek to
protect our intellectual property rights through a combination of copyright,
trademark, patent and trade secret laws, employee and third-party non-disclosure
agreements and certain technical measures. We have registered, or have
applications pending for, certain trademarks.

We market and license our products globally, and the laws of various
countries in which our products may be used may not protect proprietary rights
to the same extent as the laws of the United States and the United Kingdom.

For more information regarding our proprietary technology, please see Item
3.D. "Risk Factors- 'Protection of our intellectual property is limited, which
may affect our competitive position' and 'Our products may infringe the
intellectual property rights of third parties, which may result in lawsuits and
prevent us from selling our products'"

Competition

barriers to entry, as a result of which new competitors with technological,
marketing or other competitive advantages may emerge and rapidly acquire market
share.

Government Regulations

We are a UK company with substantial operations in, and revenue derived
from, United States-based activities. Accordingly, we are subject to the
Companies Act 1985, among other applicable laws of England and Wales, as well as
to the United States federal securities laws, and other applicable United States
state and federal laws. For more information regarding certain issues associated
with our various corporate legal relationships, please see Item 3.D. "Risk
Factors- 'The rights of our shareholders may differ from the shareholder rights
of a U.S. corporation' and 'U.S. judgments may not be enforceable against us'".

C. ORGANIZATIONAL STRUCTURE

MERANT plc has twelve direct and indirect subsidiaries, of which two are
significant - MERANT International Ltd., incorporated in the United Kingdom, and
MERANT Inc. incorporated in California. Both of these subsidiaries are
wholly-owned and controlled directly by MERANT plc.

D. PROPERTY, PLANTS AND EQUIPMENT

During the fiscal year, we owned certain real estate, which consisted of
approximately 80,000 square feet of office space located on an 8-acre site in
Newbury, England. This property was sold in October 2001. We presently lease a
portion of offices in this facility from the new owner.

We also lease office space for our sales, distribution and development
operations. Major facility leases at April 30, 2001 include the following:

LOCATION PURPOSE FACILITY SIZE (SQUARE FEET)
--------------------- ---------------------------- ---------------------------

Rockville, MD Operational headquarters 74,000
--------------------- ---------------------------- ---------------------------
Mountain View, CA Sales & development 56,000
--------------------- ---------------------------- ---------------------------
Beaverton, OR Sales & development 48,000
--------------------- ---------------------------- ---------------------------
Morrisville, NC Sales & development 39,000
--------------------- ---------------------------- ---------------------------
Wayne, PA Sales & development 26,000
--------------------- ---------------------------- ---------------------------
St. Albans, U.K Sales & development 20,000
--------------------- ---------------------------- ---------------------------

In addition, we signed a lease for new office space in Hillsboro, OR
consisting of 65,000 square feet, which became available for occupancy in May
2001. The Beaverton, OR lease ended in August 2001. The lease in Wayne, PA is in
the process of being assumed by the buyer of the ACT Division. We expect that
the majority of the lease holding in Morrisville, NC will be assumed by the
proposed buyer of the EDC Division.

We also maintain facilities, principally sales and distribution offices
around the world. In the U.S. these are located in Chicago, IL; Dallas, TX;
Gaithersburg, MD; Irvine, CA; Lyndhurst, NJ; New York, NY; and Raleigh, NC.
Outside the U.S., we maintain offices in Melbourne, Australia; Duffel, Belgium;
Sao Paulo, Brazil; Farum, Denmark; Paris, France; Ismaning, Germany; Tokyo,
Japan; Seoul, Korea; Amersfoort, Netherlands; Singapore; and Newbury, United
Kingdom. We expect that the lease in Duffel, Belgium will be assumed by the
buyer of the EDC Division.

We are not aware of any environmental issues that may affect the
utilization of any of these facilities. We have no present material plans to
construct new facilities, or to expand or improve any of these existing
facilities.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion should be read in conjunction with the financial
statements of MERANT plc and its subsidiaries in U.S. dollars, on pages 39 to
65, and in U.K. pounds, on pages 78 to 110, of the MERANT 2001 Annual Report,
which are incorporated into this Form 20-F by reference.

In addition to historical information, this discussion contains
forward-looking statements as more fully described above in "FORWARD LOOKING
STATEMENTS" that involve risks and uncertainties that could cause actual results
to differ materially from those indicated by the forward-looking statements.
Factors that might cause or contribute to such differences include, but are not
limited to, those discussed above under Item 3.D. "RISK FACTORS" that may
influence future operating results."

Founded in 1976, we design, develop and market software products and
services for enterprise application development. Our solution offerings permit
organizations to manage the application development process, and provide
integrated data connectivity across the enterprise. We license our products to
other independent software vendors, software developers and service providers,
and offer integrated software solutions to businesses of all sizes. We
distribute our products through our offices in North America, Europe, and Asia,
and through a network of distributors and value-added resellers, and directly
through our website.

A. OPERATING RESULTS

The "Results of Operations" on pages 21 to 28, and pages 67 to 75 of the MERANT
2001 Annual Report are incorporated in this Form 20-F by reference.

B. LIQUIDITY AND CAPITAL RESOURCES

(IN THOUSANDS OF U.S. DOLLARS) 2001 CHANGE 2000 CHANGE 1999
-------------------------------------- ------------ ------------ ------------ ---------- ------------

Cash, cash equivalents and
short-term investments $ 84,828 -28% $ 117,701 -3% $ 121,384
------------ ---- ------------ --- ------------
Working capital 44,232 -41% 74,719 -17% 89,619
------------ ---- ------------ --- ------------
Shareholders' equity 103,747 -36% 161,402 6% 152,211
------------ ---- ------------ --- ------------

Our cash equivalents and short term investments consist of liquid money
market investments in the United States, primarily mutual funds, municipal bonds
and government agency securities. All of our cash equivalents and short-term
investments are classified as available-for-sale under the provisions of SFAS
115 "Accounting for Certain Investments in Debt and Equity Securities". They are
carried at fair value with the unrealized gains and losses, net of tax, included
in accumulated other comprehensive income, which is disclosed as a separate
component of shareholders' equity.

We have a hedging program whose aim is, where possible, to minimize foreign
exchange gains or losses from recorded foreign-currency denominated assets and
liabilities. This program involves the use of borrowings and non-material
forward foreign exchange contracts in certain European currencies, including the
euro. We do not hedge anticipated foreign currency revenues and expenses not yet
incurred. No hedging contracts were outstanding at the year-end.

We continue to fund our activities through cash from operating activities.

In fiscal 2001, our cash, cash equivalents and short term investments
decreased by $32.9 million. Cash generated from operations totalled $18.1
million. During the year $7.9 million was invested in property, plant and
equipment and $18.1 million was used to acquire the Enterprise Division of
NetObjects, Inc. In addition, $21.1 million was used to acquire MERANT shares
for cancellation.

In 2000, our cash, cash equivalents and liquid short-term investments
decreased by $3.7 million. Operating activities generated $17.3 million in cash.
We invested $14.3 million, net, on property, plant and equipment and capitalized
software. $18.6 million was generated from the sale of shares to option-holders
on the exercise of their options and $4.6 million was used to repurchase shares
for the employee share purchase plan.

We expect to continue our investing activities, including expenditures for
computer systems for research and development, sales and marketing and
administrative staff. Furthermore, cash reserves may be used to purchase our
shares and to acquire software companies, products or technologies that are
complementary to our business.

We are authorized to acquire our own shares, subject to certain market and
business conditions, for the benefit of its employee share plans. In accordance
with this authority, MERANT Trustees Limited acquired 5.4 million ordinary
shares during fiscal 2001 at a cost of $7.7 million and 0.8 million ordinary
shares during 2000 at a cost of $3.0 million.

We have in place a line of credit under the terms of which unsecured
financing of up to (pound sterling)5.0 million ($7.2 million at April 30, 2001)
is available until January 2002. At April 30, 2001, borrowings equivalent to
$2.0 million had been made against this line of credit compared to $2.8 million
at April 30, 2000.

We believe it is important to maintain a conservative capital structure and
a strong cash position. Our investment policy is designed to minimize risk while
maximizing return on cash given such levels of risk, and to keep uninvested cash
at a minimum. Cash management is centralized, although some cash is held at
various subsidiaries around the world to meet local operating requirements.

We believe that our existing cash, cash equivalents and short term
investments, in combination with internally generated funds and our available
bank line of credit, will be more than sufficient to meet cash requirements in
fiscal 2002.

The Company previously announced in connection with the announcement of the
sale of its EDC division that, upon completion of such sale, it proposed to
return excess capital to shareholders. The Company is in the process of
exploring available options for the return of excess capital to shareholders.

MARKET RISK

We operate internationally and we are therefore exposed to market risk
from changes in interest rates and foreign currency exchange rates. In order to
reduce exposures to these risks, we use derivative financial instruments. We
view these instruments as risk management tools that are entered into for
hedging purposes only. We do not use derivative financial instruments for
speculative or trading purposes.

The primary objective of our investment policy is to preserve principal
while maximizing yield without significantly increasing risk. We invest surplus
cash in short-term fixed-income marketable securities and consequently we are
exposed to fluctuations in interest rates on these marketable securities. At
April 30, 2001, the fair value of our financial instruments with exposure to
interest rate risk was $18.1 million. A hypothetical 50 basis point increase in
interest rates would result in an approximate $91,000 decrease in the fair value
of our securities. This sensitivity analysis is performed on our financial
positions at April 30, 2001. Actual results may differ materially from this
analysis.

Our operations are based principally in the U.S. and the U.K. but we also
operate in fifteen other countries around the world. Consequently we are exposed
to the effects of foreign currency exchange rate fluctuations, particularly, but
not exclusively, between the U.S. dollar and G.B. pounds sterling. We use
derivative financial instruments to reduce our exposure to market risks from
changes in foreign currency exchange rates. The derivative instruments used,
which are foreign exchange forward contracts, are non-leveraged, over the
counter instruments that involve little complexity and, typically, have
maturities of 60 days or less. Gains and losses on forward foreign currency
contracts are recognized in the same period as losses or gains on the underlying
transactions and therefore offset. No foreign currency exchange contracts were
outstanding at April 30, 2001. We prepared a sensitivity analysis for exposure
for foreign net assets as of April 30, 2001 to assess the impact of hypothetical
changes in foreign currency rates. Based upon the results of this analysis, a
10% adverse change in foreign currency rates from the April 30, 2001 rates would
result in a currency translation loss of approximately $3.8 million before
taxes.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

For a discussion of our research and development activities, patents and
licenses see Item 4.B.

D. TREND INFORMATION

For a discussion of our expectations regarding our future operating
expenses and capital resources, please see Items 5.A. "Operating Results" and 5.
B "Liquidity and Capital Resources".

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

The following directors and senior management as of April 30, 2001 are as
follows:

NAME AGE POSITION
-------------------- --- ---------------------------------------------

J Michael Gullard 56 Chairman of the Board
-------------------- --- ---------------------------------------------
Harold Hughes 55 Non-executive director
-------------------- --- ---------------------------------------------
Michel Berty 61 Non-executive director
-------------------- --- ---------------------------------------------
Barry X Lynn 50 Non-executive director
-------------------- --- ---------------------------------------------
Don C Watters 58 Non-executive director
-------------------- --- ---------------------------------------------
Gary Greenfield 46 Chief Executive Officer and Director
-------------------- --- ---------------------------------------------
Ken Sexton 47 Senior Vice President and Chief Financial
Officer
-------------------- --- ---------------------------------------------
Greg Gehring * Senior Vice President and Chief Information
Officer
-------------------- --- ---------------------------------------------
Dean Genge 47 Senior Vice President - Corporate marketing
-------------------- --- ---------------------------------------------
Tony Hill 51 Senior Vice President - General Manager
MERANT Micro Focus
-------------------- --- ---------------------------------------------
Hugh McCartney 51 Senior Vice President - Worldwide Sales
-------------------- --- ---------------------------------------------
Ed Peters 47 Senior Vice President - General Manager
MERANT DataDirect
-------------------- --- ---------------------------------------------
Leo Millstein 54 Vice President, General Counsel and Secretary
-------------------- --- ---------------------------------------------
Andrew Weiss 43 Chief Technology Officer
-------------------- --- ---------------------------------------------

* Mr. Gehring passed away in August 2001, at the age of 53.

After the year-end, on September 20, 2001, Gerald Perkel, age 46, was
appointed to the Board as President and Chief Executive Officer in succession to
Mr. Greenfield, who announced in June 2001 that he proposed to step down once a
new Chief Executive Officer had been identified. Mr. Greenfield resigned as an
executive director of the Company, effective November 1, 2001.

Mr. Gullard, the Company's chairman, was appointed a non-executive director
in May 1995 and was elected Chairman in March 1996. He is general partner of
Cornerstone Management, a California based venture capital firm that provides
strategic focus and direction for technology companies primarily in the software
and data communications industries. He is also a director of JDA Software Group,
Inc., and is Chairman of Netsolve, Inc., both publicly quoted U.S. companies.
Mr. Gullard's 27 years in the technology industry included a number of executive
and management posts at Telecommunications Technology Inc. and the Intel
Corporation. He holds a masters of business administration and a bachelors of
arts degree from Stanford University in California.

Mr. Perkel joined us on September 20, 2001 as the Company's President and
Chief Executive Officer, and was appointed an executive director on the same
date. He joined us from Xerox Corporation where he served as senior vice
president and president of the Office Printing Business. He joined Xerox in
January 2000 when Xerox acquired the Color Printing and Imaging Division (CPID)
of Tektronix, Inc., where he served as president. Mr. Perkel serves on the board
of Upright Systems, an Internet start-up, and as a board member for the Juvenile
Diabetes Foundation. He holds a bachelor of science degree in system science
engineering from the University of California at Los Angeles.

Mr. Hughes was appointed a non-executive director in December 1993. Mr.
Hughes worked for 26 years with Intel, where he held senior positions in
financial and operational management. He is currently a director of the London
Pacific Group Ltd., a financial services company, Lumic, a semiconductor
company, and eVineyard, an e-commerce company.

Mr. Berty was appointed a non-executive director of the Company following
the acquisition of INTERSOLV in September 1998. He had been a non-executive
director of INTERSOLV since 1997. He is also on the boards of directors of
Buysmart, e-vantage, iGate Cap., Level 8, Netgain and Sapiens International, all
of which are U.S.-based corporations, and a Paris-based French company, Asterop,
S.A. From 1972 until 1997 he was an executive of the Cap Gemini Group and served
as Chief Executive Officer of Cap Gemini America from 1993 to 1997.

Mr. Lynn was appointed a non-executive director in September 1999. He is
the President and CEO of Be eXceL management, inc. and Director/General Partner
of Shoreline Venture Management. Prior to founding Be eXceL, Mr. Lynn was with
Wells Fargo for 16 years, his last position as the President of Wells Fargo
Technology Services. Previously, he served as the company's Chief Information
Officer (CIO). Before that, he ran Wells Fargo's Private Banking Operations and
their Investment Operations. Mr. Lynn founded and became the first President of
Wells Fargo Securities.

Mr. Watters was appointed a non-executive director in December 1999. He
retired from McKinsey & Co in 1997 after 28 years service, most recently as a
director, and continues to act as a consultant and as a member of the McKinsey
Advisory Board.

Mr. Greenfield was appointed a non-executive director in September 1998
following the acquisition of INTERSOLV, Inc. He was appointed Chief Executive
Officer on December 1 1998 and held that post until September 20 2001. At
INTERSOLV, Mr. Greenfield had held senior management positions since 1987,
including the role of Chief Executive Officer from 1996 to 1998. Mr. Greenfield
also serves on the board of directors for Hyperion Solutions, Mobius Management
Systems, Inc., and Managed Object Solutions, Inc. He is chairman of the
Information Technology Association of America, a trade association representing
the U.S. information technology industry. Mr. Greenfield resigned as an
executive director of the Company, effective November 1, 2001.

Mr. Sexton joined the Company in December 1998 as its Senior Vice
President, Finance & Administration, Chief Financial Officer and Secretary.
Previously, he was Senior Vice President, Finance & Administration and Chief
Financial Officer of INTERSOLV. Mr. Sexton is on the board of directors of ADB
Systems.

Mr. Gehring joined the Company in September 1998 as its Senior Vice
President and Chief Information Officer upon the completion of MERANT's merger
with INTERSOLV. Previously, he was Senior Vice President and Chief Information
Officer for INTERSOLV. Mr. Gehring passed away in August 2001.

Mr. Genge joined the Company in September 1998 as its Senior Vice
President, Corporate Marketing upon the completion of MERANT's merger with
INTERSOLV. Previously, he was Senior Vice President, Corporate Marketing for
INTERSOLV.

Mr. Hill joined the Company in September 1998. In March 2000, he became
Senior Vice President and General Manager, MERANT Micro Focus, having previously
held the position of Manager, European Direct Sales in MERANT's ADM business
unit. Upon the completion of the sale of the ACT Division in August 2001, Mr.
Hill was no longer employed by the Company

Mr. McCartney joined the Company in April 2001 as Senior Vice President of
Worldwide Sales and Services. Previously, he was Vice President, International
Sales for INTERSOLV and also held senior sales positions at Sybase.

Mr. Peters joined the Company in April 2001 as Senior Vice President and
General Manager, MERANT DataDirect. Prior to joining MERANT, Mr. Peters was CEO
of Cerebellum Software, and also served as the general manager of the data
connectivity group at INTERSOLV. Upon the completion of the sale of the EDC
Division, which is expected to occur on or after October 31, 2001, Mr. Peters
will no longer be employed by the Company.

Mr. Millstein joined the Company in April 2000 as its Vice President,
General Counsel and Secretary. Previously, he held senior legal positions at
INTELSAT.

Mr. Weiss joined the Company in May 1999 as its Chief Technology Officer.
Previously, he was the senior vice president for Advanced Technology at Fannie
Mae.

There is no family relationship among any of the above named persons. There
are no arrangements or understandings with major shareholders, customers,
suppliers or others, pursuant to which any person named above was selected as a
director or member of senior management.

B. Compensation

The following table sets forth information concerning the aggregate
compensation paid to or accrued on behalf of our directors and executive
officers as a group for the year ended April 30, 2001:

LONG-TERM COMPENSATION
-----------------------------------------------
SECURITIES PENSION RETIREMENT
COMPENSATION UNDERLYING OPTIONS AND SIMILAR
ANNUAL SALARY ($) BONUS ($) (#)(1) BENEFITS ($)
--------------------- ------------------- --------------------------- --------------------

All directors and executive
officers as a group (16 persons) 2,130,295 157,413 Nil Nil

- ------------

(1) Includes

The following table sets forth information concerning total compensation
earned or paid to our directors for the fiscal year ended April 30, 2001:

NAME SALARY BONUS TOTAL
---------------------------- -------------- ------------ ---------

J. Michael Gullard $ 135,902 $ -- $ 135,902
Harold Hughes 30,500 -- 30,500
Michel Berty 27,500 -- 27,500
Barry X. Lynn 28,500 -- 28,500
Don C. Watters 25,500 -- 25,500
Gary Greenfield 432,017 432,017
-------------- ------- ----------
$ 698,985 $ -- $ 698,985
-------------- ------- ----------

The following table sets forth information concerning options granted to
our directors and executive officers during the fiscal year ended April 30,
2001:

NUMBER OF OPTIONS
TO PURCHASE
ORDINARY SHARES EXERCISE PRICE PER
NAME GRANTED SHARE IN GB POUNDS EXPIRATION DATE
---- ------- ------------------ ---------------

Michel Berty 10,000 0.78 November 30, 2010
J. Michael Gullard 20,000 0.78 November 30, 2010
Harold Hughes 10,000 0.78 November 30, 2010
Barry X Lynn 10,000 0.78 November 30, 2010
Don C. Watters 10,000 0.78 November 30, 2010
Gary Greenfield 0 0 n/a
Ken Sexton 0 0 n/a
Greg Gehring 0 0 n/a
Andrew Weiss 0 0 n/a
Leo Millstein 0 0 n/a
Tony Hill 0 0 n/a
Dean Genge 0 0 n/a
Ed Peters 375,000 0.73 March 26, 2011
Hugh McCartney 1,000,000 0.73 March 26, 2011

C. BOARD PRACTICES

The following table sets forth certain information concerning our directors
and executive officers as of April 30, 2001:

COMMENCEMENT OF TERMINATION/RENEWAL DATE
NAME CURRENT OFFICE(S) HELD OFFICE OF OFFICE
- ---- ---------------------- ------ ---------

J. Michael Gullard Chairman of the Board May-95 Annual General Meeting 2001
Harold Hughes Non-executive Director Dec-93 Annual General Meeting 2003
Michel Berty Non-executive Director Sep-98 Annual General Meeting 2003
Barry X Lynn Non-executive Director Sep-99 Annual General Meeting 2001
Don C. Watters Non-executive Director Dec-99 Annual General Meeting 2003
Gary Greenfield Director Sep-98 Annual General Meeting 2002
Chief Executive Officer Dec-98 Not applicable
Ken Sexton Chief Financial Officer Dec-98 Not applicable
Greg Gehring Chief Information Officer Dec-98 Not applicable
Dean Genge Senior Vice President - Sep-98 Not applicable
Corporate Marketing
Leo Millstein General Counsel and Apr-00 Not applicable
Secretary
Tony Hill Senior Vice President March 2000` Not applicable
and General Manager
MERANT ACT
Andrew Weiss Chief Technology Officer May-99 Not applicable
Hugh McCartney Senior Vice President - Apr-01 Not applicable
Worldwide Distribution
Ed Peters Senior Vice President and Apr-01 Not applicable
General Manager
MERANT Data Direct

Remuneration for non-executive directors is determined by the Board as a
whole based upon the advice of an independent professional advisor who has
provided details of comparables. Directors are not involved in any discussions
or decisions about their own remuneration.

Non-executive directors receive an annual retainer and earn additional fees
for attendance at Board meetings and for time spent on other Company-related
business. Fees are set within the limits stipulated in the Company's Articles of
Association.

Non-executive directors are eligible to participate in our share option
plans, details of which are set out on pages 105 to 106 of the MERANT 2001
Annual Report, incorporated by reference.

Mr. Greenfield, the Chief Executive Officer during the year ended April 30,
2001, entered into a three-year service agreement with the Company, expiring on
December 1, 2001. Upon termination for other than death, disability, or cause,
or if he resigns for good reason, he was entitled to certain compensation, as
set out on page 16 of the MERANT 2001 Annual Report, incorporated by reference.
Mr. Greenfield resigned as an executive director of the Company, effective
November 1, 2001.

Sub-committees of the Board:

The Board is assisted by committees that have been established with written
terms of reference. Their roles and composition are set out below.

The audit committee consists of Mr. Hughes (chairman), Mr. Gullard, Mr.
Lynn and Mr. Watters, all of whom are non-executive directors. The audit
committee meets at least quarterly to consider the adequacy of the group's
system of internal controls, policies and procedures and the outcome of the
external audit, and to review the group's annual and quarterly reports and
accounts. It also involves the group's auditors in that process, focusing
particularly on compliance with legal requirements, accounting standards and the
requirements of the UK Financial Services Authority and Nasdaq, and on an
ongoing basis reviews the effectiveness of our systems of internal financial
controls. It also advises the board on the appointment of the group's auditors
together with their remuneration for both audit and non-audit work. The
committee is authorized to investigate any activity within its terms of
reference, to seek any information it requires from any employee and to obtain
independent professional advice if it considers this necessary. The Chief
Financial Officer and the external auditor normally attend its meetings. There
is provision for the committee to confer with the auditors without the
attendance of executive officers and other members of the Company's management.
The ultimate responsibility for reviewing and approving our annual and quarterly
reports and accounts remains with the board of directors.

Management prepares a comprehensive system of budgets and forecasts with
monthly reporting of actual results against targets, and provides the directors
with regular updates on our financial performance. At the quarterly board
meetings, the Chief Financial Officer provides an analysis of financial
information that includes key performance and risk indicators. Our auditors are
engaged to review our reported results and balance sheet at each quarter end,
and to audit the annual results and balance sheet. The board is responsible for
reviewing and approving for publication the financial results for the previous
quarter. In addition, the Audit Committee meets with our auditors to discuss the
results of their audit work.

We do not currently have an internal audit function. The Board has reviewed
the need for an internal audit function but has decided that the current control
mechanisms are sufficient for our size. The Board reviews the situation on an
annual basis.

The remuneration committee consists of three non-executive directors, Mr.
Berty (Chairman), Mr. Hughes and Mr. Watters. Mr. Berty, who has been a member
of the committee since 1999, was appointed committee chairman in December 2000
when the committee's former chairman, Mr. Burns, resigned as a director of the
Company. Mr. Hughes has been a member of the committee since 1993. Mr. Watters
was appointed a member of the committee in December 2000. None of the committee
members has any personal financial interests (other than as shareholders and/or
optionholders), conflicts of interests arising from cross-directorships or
day-to-day involvement in running the business.

The committee meets at least quarterly and is responsible for recommending
to the Board the framework of executive remuneration and then determining
individual terms of employment. These responsibilities cover salary and bonus
arrangements, benefits, contracts of employment and share option grants. The
committee operates in accordance with written terms of reference and is
authorized to seek appropriate professional advice if it considers this
necessary. It ensures that remuneration is appropriate to each executive
director's responsibilities, taking into consideration our overall financial and
business position, the highly competitive industry of which we are a part,
salary scales within the Company, and the importance of recruiting and retaining
management of the appropriate caliber.

The nomination committee presently consists of Mr. Gullard (chairman) and
Mr. Berty. The committee meets from time to time when required to do so, and
makes recommendations to the Board on all proposed new appointments of
directors. Such appointments are subject to subsequent confirmation by the
shareholders.

D. EMPLOYEES

As of April 30, 2001, we had 1,670 full-time employees, with 674 based in
Europe, 925 based in the United States and 71 based in Australia, Japan and
Singapore. These employees include 308 in product development, 261 in
consulting, 95 in marketing, 308 in product management, 494 in sales, 172 in
answerline and 305 in finance, legal, administration, information technology and
manufacturing. Our employees are not represented by any collective bargaining
organizations and we have never experienced any work stoppages. We consider our
relations with our employees to be good.

The number of employees was reduced to 1,450 in the first week of May 2001.

E. SHARE OWNERSHIP

The following table sets forth certain information concerning the share
ownership (including outstanding share options) of our directors and executive
officers as of April 30, 2001:

NUMBER OF ORDINARY
SHARES WHICH MAY BE RANGE OF EXERCISE
NUMBER OF ORDINARY ACQUIRED UNDER PRICE OF OPTIONS EXPIRATION DATE OF
NAME SHARES OWNED OPTION SCHEMES IN GB POUNDS OPTIONS
- ---- ------------ -------------- ------------ -------

J Michael Gullard 77,500 100,000 1.67 June 21, 2006
-- 20,000 2.87 September 16, 2009
-- 20,000 0.78 November 30, 2010
Harold Hughes 110,000 50,000 3.00 August, 19, 2002
-- 10,000 2.40 June 16, 2004
-- 10,000 2.87 September 16, 2009
-- 10,000 0.78 November 30, 2010
Michel Berty -- 10,000 0.78 November 30, 2010
Barry X Lynn -- 10,000 2.87 September 16, 2009
-- 10,000 0.78 November 30, 2010
Don C Watters -- 10,000 4.59 December 8, 2009
-- 10,000 0.78 November 30, 2010
Gary Greenfield 38,595 3,250,000 1.05 January 4, 2009

-- 65,580* 1.64 June 16, 2003
-- 288,750* 2.78 September 21, 2004
-- 357,495* 3.00 February 15, 2006
-- 550,000* 1.96 September 25, 2006
-- 730,125* 2.59 May 29, 2007
-- 365,060* 3.82 May 1, 2008
-- 35,265* 2.21 June 26, 2001
-- 53,505* 2.68 July 7, 2002
-- 82,500* 3.47 September 3, 2002
Ken Sexton 453,171 750,000 1.06 December 15, 2008
-- 55,000* 3.00 February 15, 2006
-- 206,250* 2.59 May 29, 2007
-- 103,125* 3.52 May 1, 2008
Greg Gehring 10,107 93,750 1.06 December 15, 2008
-- 1,155* 1.96 September 25, 2006
-- 9,970* 2.59 May 29, 2007
-- 19,335* 3.82 May 1, 2008
Dean Genge -- 300,000 1.06 December 15, 2008
-- 11,350* 2.27 February 18, 2007
-- 11,000* 2.59 May 29, 2007
-- 16,760* 3.82 May 1, 2008
Hugh McCartney -- 1,000,000 0.73 March 26, 2011
Andrew Weiss 2,479 250,000 1.41 April 30, 2009
Leo Millstein 8,312 100,000 1.06 April 25, 2010
Tony Hill -- 46,699 1.06 December 15, 2008
28,301* 1.06 December 15, 2008
75,000* 3.70 February 16, 2000
125,000* 3.41 April 6, 2000
1,155* 1.96 September 25, 2006
2,655* 4.04 September 24, 2007
1,705* 3.51 June 2, 2008
8,250* 2.87 September 17, 2008
Ed Peters -- 375,000 0.73 March 26, 2011

- Asterisked items represent the share equivalents of options issued by
INTERSOLV, Inc, prior to its merger with MERANT, which were converted
into options to acquire MERANT ADSs. These options are denominated in
U.S. dollars, and for the above disclosures have been converted to
pounds sterling using the April 30, 2001 rate of $1.44 = GBP 1.00.

The following is a brief description of each of our share option schemes:

We currently operate four share option plans:

- the 1991 Share Option Plan

- the 1994 Group Employee Benefit Trust

- the 1996 Share Option Plan

- the 1998 Share Option Plan

These plans provide for the granting of options to purchase ordinary
shares of MERANT for our employees. We currently have the authority to grant
share options under the 1998 Share Option Plan.

When we merged with INTERSOLV, we adopted INTERSOLV's 1982 Stock Option
Plan, 1992 Stock Option Plan and 1997 Employee Stock Option Plan, and the option
plans previously assumed by INTERSOLV from companies which it had acquired.
Under the merger agreement, each outstanding option or right to purchase or

acquire shares of INTERSOLV stock was assumed by us and became an option or
right to purchase or acquire ADSs in MERANT, with appropriate adjustments to the
price and number of shares based on the exchange ratio of 0.55 ADSs per
INTERSOLV share. No further options have been or will be granted under these
INTERSOLV plans.

When we acquired XDB Systems, Inc, we assumed XDB's 1992 Stock Option Plan
and 1996 Stock Option Plan. In accordance with the acquisition agreement, the
outstanding options under these XDB Plans were converted into options to acquire
our shares. No further options have been or will be granted under the XDB
Plans.

When we acquired EnterpriseLink Technology Corporation, we assumed
EnterpriseLink's 1996 Stock Plan and 1999 Stock Option Plan. Under the
Acquisition Agreement, the outstanding options under these EnterpriseLink Plans
were converted into options to acquire our shares. No further options have
been or will be granted under the EnterpriseLink Plans.

At April 30, 2001, there were outstanding stock options under the MERANT
plans, INTERSOLV plans, XDB plans and EnterpriseLink plan to purchase a total of
22,548,223 ordinary shares with exercise prices ranging from GBP 0.34 to GBP
7.15 and expiration dates ranging from May 2001 to April 2011.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

At October 18, 2001 the following interests of 3% or more in our share
capital have been reported:

ORDINARY PERCENTAGE
SHARES HELD HOLDING
----------- -------

Schroder Investment Management Ltd. 19,805,121 14.7%
MERANT Trustees Limited 6,105,293 4.5%

We have previously reported interests of 3% or more in our share capital,
as shown below.

At September 1, 2000, Schroder Investment Management Ltd. owned 18,501,308
ordinary shares (13.7%) and Merrill Lynch Group owned 14,241,773 ordinary shares
(10.6%).

At August 1, 1999, The Prudential Corporation Group owned 14,407,245
ordinary shares (10.0%), Fidelity Corporation owned 10,084,507 ordinary shares
(7.0%) and Philips & Drew owned 6,497,353 ordinary shares (4.5%).

At April 30 2001, 2000 and 1999, The Bank of New York, acting as Depositary
Bank, held approximately 12%, 11% and 31%, respectively, of our ordinary shares
in respect of which American depositary shares ("ADSs") have been issued,
evidenced by American depositary receipts ("ADRs"). The ADRs are traded on the
Nasdaq National Market. On March 13 1998 we split our ordinary shares on a
5-for-1 basis, but our ADSs did not split and, consequently, each ADS now
represents five ordinary shares. Some of the holdings reported above may be held
in the form of ADSs, but for the purposes of the table, numbers of ADSs have
been converted to numbers of ordinary shares. We are not directly or indirectly
owned or controlled by another corporation, by any foreign government or by any
other natural or legal person.

Our major shareholders do not have different voting rights.

B. RELATED PARTY TRANSACTIONS

In fiscal 2000, one of our subsidiaries, MERANT Inc., a California
corporation, entered into a loan agreement with Mr. Greenfield, who was Chief
Executive Officer at the time. The loan was made in conjunction with a home
purchase by Mr. Greenfield and is secured by that property. The following table
shows the movements on the loan account:

YEARS ENDED APRIL 30 (IN THOUSANDS) 2001 2000
----------------------------------------------------- ----------- -----------

Loan outstanding, beginning of year $ 1,220 --
Advanced during the year -- $ 1,247
Repaid during the year (52) (57)
Interest charged during the year 89 30
----------- -----------
Loan outstanding, end of year $ 1,257 $ 1,220
----------- -----------
Of which:
Principal 1,190 1,190
Interest 67 30

The loan accrues interest at a rate of 7.5% per annum, which is comparable to
mortgage interest rates in the United States and higher than the rate that we
generally earned on invested cash. The maximum principal outstanding during
fiscal 2001 was $1,190,000. At October 31, 2001, the outstanding balance was
$1,101,000. The loan matures on or before August 30, 2003. We have made no
provision in respect of delinquency in repayment of the loan, as we have every
expectation that the loan will be repaid in accordance with the terms. As at the
date of this report, Mr. Greenfield is current on all interest payments.

C. INTERESTS OF EXPERTS AND COUNSEL

Not required.

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The "Consolidated Statements of Operations," "Consolidated Balance Sheets,"
"Consolidated Statements of Cash Flow" and "Consolidated Statements of
Stockholders Equity" on pages 39 - 42, "Notes to Consolidated Financial
Statements" on pages 43 - 64, and "Report of Independent Auditors" on page 65,
"Consolidated Profit and Loss Account", "Consolidated Balance Sheet",
"Consolidated Cash Flow Statement", "Notes to the Consolidated Cash Flow
Statement", "Consolidated Statement of Total Recognized Gains and Losses" and
"Movement in Shareholders' Funds" on pages 78-84, "Notes to the Financial
Statements" on pages 85-108, and "Report of the Auditors" on page 110 of the
MERANT 2001 Annual Report are collectively incorporated in this Form 20-F by
reference.

Legal Proceedings

In December 1998 and January 1999, seven class action securities complaints
were filed in the United States District Court for the Southern District of New
York against the Company and certain of its officers and directors. The Court
ordered the seven cases consolidated, appointed lead plaintiffs and lead
counsel, and ordered the filing of a consolidated amended complaint, which was
filed on June 9, 1999. The lead plaintiffs sought to have the matter certified
as a class action of purchasers of the American depositary shares of the Company
during the period from June 17, 1998 to November 12, 1998, including the former
shareholders of INTERSOLV, Inc. who acquired American depositary shares of the
Company in connection with the merger involving the two companies. The
consolidated complaint alleged various violations of the U.S. Securities Act of
1933 and the U.S. Securities Exchange Act of 1934 and sought unspecified
compensatory damages for alleged failure to disclose material nonpublic
information concerning the Company's business condition and prospects. In May
1999, the Company filed a motion to transfer the matter to the Northern District
of California, and the Court granted the Company's motion in November 1999. The
action was transferred in December 1999 to the Northern District of California.
After the action was transferred to California, plaintiffs again amended their
complaint alleging the same claims as

described in the prior amended complaint but without the 1934 Act claims or the
class period. The defendants filed a motion to dismiss the newly-amended
complaint in June 2000 and plaintiffs opposed this motion. A hearing on the
motion took place in September 2000. On December 20, 2000, the Court issued a
ruling granting in part and denying in part the defendant's motion to dismiss.
The Court dismissed all of plaintiffs' allegations, with the exception of
certain allegations that defendants misled the market regarding the Company's
plans for its Y2K business. On February 16, 2001, the defendants answered the
second consolidated amended complaint, denying the remaining allegations and
asserting affirmative defenses against the claim. Because of the Court's ruling,
the mandatory discovery stay of the Reform Act is no longer in effect. The
plaintiffs have served document requests on the Company and document production
has begun on a rolling schedule. The plaintiffs filed their motion for class
certification and supporting materials on April 20, 2001. On June 19, 2001, the
Court entered a Stipulation and Order Regarding Class Certification ("Class
Certification Order"). The Class Certification Order certified this action to
proceed as a class action while preserving the defendants' rights to challenge,
at a later date, the propriety of this action proceeding as a class action, the
definition of the class, and the class representatives. On October 25, 2001, at
a Joint Case Management Conference, the Court established a pre-trial schedule
and set a trial date of April 7, 2003.

The Company intends to defend this litigation vigorously. However, due to the
inherent uncertainties of litigation, we cannot accurately predict the ultimate
outcome of the litigation. Any unfavorable outcome of the litigation could have
an adverse impact on our business, financial condition and results of
operations.

We and our subsidiaries are also involved in legal proceedings, claims and
litigation arising in the ordinary course of business. Although the ultimate
results of these legal proceedings, claims and litigation are not currently
determinable, in the opinion of management these matters will not materially
affect our financial position, results of operations, or liquidity.

DIVIDEND DISTRIBUTION POLICY

We have never paid cash dividends on our capital stock, and we do not
anticipate paying any regular cash dividends in the forseeable future.

B. SIGNIFICANT CHANGES

We divested two of our divisions during fiscal 2001 and the financial
impact is reflected in the financial statements for this period. Certain events
related to these transactions occurred subsequent to the close of fiscal 2001,
and for these reasons details concerning these transactions are listed below:

In February 2001, our Board of Directors approved management's plan to
discontinue the operations and business of our E-Solutions Division. The
discontinuance was announced on February 21, 2001, and was completed at the
beginning of May 2001. Accordingly, we reported the results of operations of the
Division, which amounted to a net loss of $13,777,000 in fiscal 2001 and net
income of $377,000 in 2000, as discontinued operations. In fiscal 2001, we also
recorded the loss arising on the termination of the business, which amounted to
$16,320,000. The loss includes the write-off of unamortised goodwill, which
totaled $11,551,000.

After the fiscal year-end, in August 2001, we completed the sale of our
Application Creation and Transformation Division to Golden Gate Capital and
Parallax Partners for $62,500,000 in cash, subject to potential post-closing
adjustments based on the value of assets transferred. As the transaction was
conditional upon shareholder approval and other customary conditions of closing,
we held an extraordinary general meeting of shareholders on July 23, 2001, at
which our shareholders approved the transaction. The transaction was closed on
August 10, 2001, and an initial cash payment of $54,500,000 was received from
the buyers. Under the terms of the agreement, final settlement of the sale price
is due in the second half of fiscal 2002. The operating results of the ACT
Division were included in continuing operations in our financial statements
until we received shareholder approval, at which time we reported them as
discontinued operations. Accordingly, the ACT Division's net income of
$3,754,000 in fiscal 2001 and $99,000 in 2000 is included in discontinued
operations. Net income for 2000 included a non-recurring charge of $13,500,000
resulting from management actions to reduce expenses relative to

the decline in demand for Year 2000 and COBOL-based products and services. The
charge was made up of a $7,404,000 non-cash write-off of previously capitalized
software product assets, a provision of $3,218,000 for severance costs for
approximately 50 employees in our Year 2000 and COBOL-related businesses and
$2,878,000 for other costs primarily associated with the closure of excess
facilities. These actions were completed prior to April 30, 2001. The net gain
arising from the sale of the business will be recognized on completion in fiscal
2002.

Additionally, on September 11, 2001, we announced that we had agreed to
sell our Enterprise Data Connectivity Division to Golden Gate Capital for $29.3
million, subject to adjustment for changes in book value of the business prior
to closing. Completion of the transaction is dependent on certain conditions,
including approval by our shareholders and customary regulatory approvals. We
will seek shareholder approval at an extraordinary general meeting, to be held
on October 30, 2001. Subject to approval, completion of the transaction is
expected shortly afterwards.

ITEM 9. THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

Market Price Information

Our ordinary shares are listed on the London Stock Exchange under the
symbol MRN. They are also traded on the Nasdaq Stock Market in the United States
in the form of ADSs, evidenced by American depositary receipts, under the symbol
MRNT. In March 1998, we undertook a subdivision (or stock split) of our ordinary
shares on a 5-for-1 basis and adjusted the value of our ADSs such that each ADS
now represents five ordinary shares. All share and per-share references included
in this report reflect the impact of this stock split.

The following table sets forth the highest and lowest middle market
quotation as reported in the Daily Official List of the London Stock Exchange
(in respect of ordinary shares) for the fiscal years, the fiscal quarters and
the months indicated:

High Low
---- ---

Year Ended January 31, 1997 L 2.67 L 1.12
---------------------------

Year Ended January 31, 1998 High Low
--------------------------- ---- ---
L 5.66 L 2.04

Fifteen Months Ended April 30, 1999 High Low
----------------------------------- ---- ---
L 7.18 L 0.97

Year Ended April 30, 2000 High Low
------------------------- ---- ---
First Quarter L 3.11 L 1.47
Second Quarter L 3.03 L 2.43
Third Quarter L 4.67 L 2.40
Fourth Quarter L 4.87 L 1.56

Year Ended April 30, 2001 High Low
------------------------- ---- ---
First Quarter L 1.65 L 1.31
Second Quarter L 1.41 L 0.71
Third Quarter L 1.10 L 0.77
Fourth Quarter L 1.03 L 0.62

Month Ended High Low
----------- ---- ---
May 2001 L 0.78 L 0.675
June 2001 L 0.915 L 0.64
July 2001 L 1.17 L 0.87
August 2001 L 1.13 L 0.99
September 2001 L 1.05 L 0.64

October 2001 L 0.92 L 0.78

- ------------

The following table sets forth the highest and lowest bid price as reported by
the Nasdaq National Market System (in respect of ADSs, each of which
represents five ordinary shares) for the fiscal years, the fiscal quarters and
the months indicated:

HIGH LOW
---- ---

Year ended January 31, 1997 $ 19.50 $ 8.38
---------------------------

Year Ended January 31, 1998 High Low
--------------------------- ---- ---
$ 47.50 $ 16.35

Three Months Ended April 30, 1998 High Low
---------------------------------- ---- ---
$ 60.637 $ 39.13

Year Ended April 30, 1999 High Low
------------------------- ---- ---
$ 57.25 $ 7.90

Year Ended April 30, 2000 High Low
------------------------- ---- ---
First Quarter $ 23.69 $ 12.13
Second Quarter $ 24.13 $ 19.31
Third Quarter $ 37.00 $ 19.13
Fourth Quarter $ 39.00 $ 12.50

Year Ended April 30, 2001 High Low
------------------------- ---- ---
First Quarter $ 14.75 $ 9.38
Second Quarter $ 10.88 $ 5.00
Third Quarter $ 8.69 $ 5.19
Fourth Quarter $ 8.00 $ 4.05

Month Ended High Low
----------- ---- ---
May 2001 $ 5.90 $ 4.45
June 2001 $ 6.70 $ 4.45
July 2001 $ 8.43 $ 5.66
August 2001 $ 8.43 $ 6.60
September 2001 $ 7.50 $ 4.00
October 2001 $ 7.00 $ 5.25

B. PLAN OF DISTRIBUTION

Not required.

C. MARKETS ON WHICH OUR ORDINARY SHARES TRADE

Our ordinary shares are listed on the London Stock Exchange under the
symbol MRN. They are also traded on the Nasdaq Stock Market in the United States
in the form of ADSs, evidenced by American depositary receipts, under the symbol
MRNT. In March 1998, we undertook a subdivision (or stock split) of our ordinary
shares on a 5-for-1 basis and adjusted the value of its ADSs such that each ADS
now represents five ordinary shares. All share and per-share references included
in this report reflect the impact of this stock split.

D. SELLING SHAREHOLDERS

Not required.

E. DILUTION

Not required.

F. EXPENSES OF THE ISSUE

Not required.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not required.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

Our Memorandum of Association, as amended, filed as Exhibit 2.01 to our
Annual Report on Form 20-F for the fiscal year ended January 1, 1997 (SEC File
No. 0-19696) and our Articles of Association filed as Exhibit 2.02 to the same
report, are incorporated in this Form 20-F by reference. In addition, we
incorporate by reference the "Description of Securities to be Registered"
included in the Annual Report on Form 20-F for the fiscal year ended April 30,
2000. The Transfer Agent and Registrar for our ADS's is Bank of New York.

C. MATERIAL CONTRACTS

Acquisitions

On February 20, 2001, we completed the acquisition of the Enterprise
Division of NetObjects, Inc. The acquired business, which was based in Redwood
City, California, is a provider of Web Content Management software. The total
consideration for the transaction was $18,108,000, the whole of which was
payable in cash. The transaction has been accounted for using the purchase
accounting method.

Dispositions

On September 11, 2001, we announced that we had agreed to sell our
Enterprise Data Connectivity Division to Golden Gate Capital for $29.3 million,
subject to adjustment for changes in book value of the business prior to
closing. Completion of the transaction is dependent on certain conditions,
including approval by our shareholders and customary regulatory approvals. We
will seek shareholder approval at an extraordinary general

meeting, to be held on October 30, 2001. Subject to approval, completion of the
transaction is expected shortly afterwards.

On September 14, 2001, we signed an agreement to sell our real estate
in Newbury, Berkshire, U.K. We rent a suite of offices at the Newbury site,
which will remain our head and registered office. The sale was completed on
October 12, 2001, and we expect to incur a pre-tax loss of approximately $2.5
million on this transaction.

D. EXCHANGE CONTROLS

There are currently no decrees or regulations under the laws of the United
Kingdom restricting the import or export of capital or affecting the remittance
of dividends or other payments to holders of our ordinary shares or American
Depositary Shares (ADSs) who are non-residents of the United Kingdom.

There are no limitations relating only to non-residents of the United
Kingdom under U.K. law or our Memorandum and Articles of Association or on the
right to be a holder of, and to vote, our ordinary shares.

MERANT plc and its subsidiaries are not permitted under the laws of the
United Kingdom to hold ordinary shares in the capital of MERANT plc. Although we
are presently authorized to repurchase up to an aggregate of 15% of our issued
ordinary shares, any repurchased shares must be cancelled.

We are subject to legal restrictions on the amount of dividends we can pay
our shareholders. In particular, the U.K. Companies Act 1985 provides that a
U.K. public company may pay dividends only if:

- - the amount of its net assets is not less than the aggregate of its
called-up share capital and undistributable reserves; and

- - the payment does not reduce the amount of net assets to an amount that is
less than the aggregate of its called-up share capital and undistributable
reserves.

In addition, we may only declare a dividend if we have sufficient
distributable profits available for this purpose. Distributable profits are
accumulated realized profits not previously distributed or capitalized less
accumulated realized losses not previously written off, in a reduction or
reorganization of capital duly made.

Holders of ADSs on the relevant record date will be entitled to receive any
dividends payable on the ordinary shares underlying the ADSs, subject to the
terms of the deposit agreement under which the ADSs are issued. Subject to
exceptions provided in the deposit agreement, cash dividends paid in pounds
sterling will be converted by the depositary to U.S. dollars and paid by the
depositary to holders of ADSs, net of conversion expenses of the depositary, and
in accordance with the deposit agreement. The rights of holders of ADSs to any
dividends or other distributions on the ordinary shares underlying the ADSs will
be governed by the deposit agreement and may be different from the rights of
holders of ordinary shares.

E. TAXATION

The statements below are based on the laws in force in the United Kingdom
and the United States at the date of this annual report. They are subject to any
subsequent changes in law. Changes could be made on a retroactive basis. The
following summary does not purport to be a comprehensive description of all the
tax considerations that may be relevant to a decision to acquire, hold or
dispose of shares, ADSs or bonds. It does not purport to deal with the tax
consequences applicable to all categories of investors. Some investors may be
subject to special rules. We are not making any representations with respect to
the tax consequences to any particular holder. You should consult your own tax
advisors concerning the overall tax consequences of your ownership of shares,
ADSs or bonds.

ADSS

You generally may be entitled to the benefits of the tax treaty between the
United States and the United Kingdom and, therefore, will be a U.S. shareholder
if you are:

- - the beneficial owner of the shares or ADSs and of the dividends paid with
respect to the shares or ADSs;

- - an individual resident of the United States, a U.S. corporation, (or other
entity treated as a corporation for U.S. tax purposes) or a partnership,
estate or trust to the extent your income is subject to taxation in the
United States in your hands or in the hands of your partners or
beneficiaries; and

- - not also a resident of the United Kingdom for U.K. tax purposes or carrying
on a business in the United Kingdom through a permanent establishment.

UNITED KINGDOM

The following generally applies to U.S. shareholders.

Taxation of dividends

Under current U.K. taxation legislation, no tax is required to be withheld
at source from cash dividends paid on shares.

Under the terms of the tax treaty between the United States and the United
Kingdom, U.S. shareholders may be, in principle, entitled to receive a payment
equal to the amount of the tax credit which is usually available to U.K.
residents, less a withholding tax levied on that payment. The tax credit is
one-ninth of the amount of the dividend, that is, 10% of the aggregate of the
dividend and the tax credit. However, in practice, U.S. shareholders will not
receive any payment from the U.K. Inland Revenue in respect of the tax credit
because the tax treaty provides for a U.K. withholding tax greater than the
amount of the U.K. tax credit. The withholding tax, however, is treated as fully
satisfied by the amount withheld from the tax credit.

In July 2001 the UK Chancellor of the Exchequer and the US Treasury
Secretary signed a new UK/USA Double Taxation Convention. If the new UK/USA
Double Taxation Convention enters into force in the form signed and has effect
in respect of a US shareholder, that shareholder will no longer, in principle,
be entitled to any payment in respect of any tax credit as mentioned above.

Taxation of capital gains

A U.S. shareholder who is not resident, and in the case of an individual
also not ordinarily resident, in the U.K. for United Kingdom tax purposes will
not be liable for U.K. taxation on capital gains realized on the disposal of his
or her shares or ADSs unless at the time of the disposal:

- - the U.S. shareholder carries on a trade, profession or vocation in the
United Kingdom through a branch or agency; and

- - the shares or ADSs are or have been used, held or acquired for the purposes
of the trade, profession, vocation, branch or agency.

A U.S. shareholder who is an individual and who has ceased to be resident
or ordinarily resident for tax purposes in the United Kingdom on or after March
17, 1998 and continues not to be resident or ordinarily resident in the United
Kingdom for a period of less than five years of assessment and who disposes of
his shares or ADSs during that period will also be liable on his return to the
United Kingdom to U.K. tax on capital gains, subject to any available exemption
or relief, even though he or she is not resident or ordinarily resident in the
United Kingdom at the time of the disposal.

It is expected that the position of US shareholders in respect of taxation
of capital gains, as outlined above, will remain broadly unchanged if the new
UK/USA Double Taxation Convention comes into force in the form signed in July
2001.

U.K. stamp duty and stamp duty reserve tax

U.K. stamp duty or stamp duty reserve tax is payable upon the transfer or
issue of shares to, or to a nominee or agent of, a person whose business is or
includes issuing depositary receipts or providing clearance services. For this
purpose, the current rate of stamp duty and stamp duty reserve tax is 1.5%,
rounded up, in the case of stamp duty, to the nearest (pound sterling)5. The
rate is applied, in each case, to the amount or value of the consideration or,
in some circumstances, to the value of the shares.

Provided that the instrument of transfer is not executed in the United
Kingdom and remains at all subsequent times outside the United Kingdom, no U.K.
stamp duty will be payable on the transfer of ADSs. An agreement to transfer
ADSs will not give rise to a liability to stamp duty reserve tax.

The purchase of shares, as opposed to ADSs, may give rise to a charge to
U.K. stamp duty or stamp duty reserve tax at the rate of 0.5%, rounded up, in
the case of stamp duty, to the nearest (pound sterling)5. The rate is applied to
the price payable for the shares at the time of the transfer or agreement to
transfer. Stamp duty reserve tax is generally the liability of the purchaser and
U.K. stamp duty is usually paid by the purchaser.

UNITED STATES

Introduction

The following summarizes the principal U.S. federal income tax consequences
of acquiring, holding and disposing of shares or ADSs. The following does not
consider:

- - other U.S. federal taxes (such as the estate tax) or state, local or
foreign tax aspects of acquiring, holding, or disposing of shares or ADSs;

- - specific facts and circumstances that may be relevant to particular holders
in light of their personal investment circumstances or status;

- - special tax rules that may apply to holders, including, without limitation,
tax-exempt organizations, certain financial institutions, insurance
companies and dealers in securities or foreign currencies;

- - special tax rules that may apply to holders that hold shares or ADSs as
part of straddles, hedging transactions, constructive sales or conversion
transactions; or

- - holders that hold shares or ADSs other than as capital assets within the
meaning of Internal Revenue Code Section 1221.

United States federal income tax consequences to U.S. shareholders

The following applies to U.S. shareholders that are fully eligible for the
benefits of the tax treaty between the United States and the United Kingdom.

For U.S. federal income tax purposes, U.S. shareholders of ADSs will be
treated as the owners of the shares represented by those ADSs.

Distributions on shares or ADSs

In general, you will be required to include distributions made by us with
respect to shares or ADSs in your gross income.. As described above, U.S.
shareholders are entitled, under the treaty to claim a payment of a tax credit
from the United Kingdom, but that payment would be offset by applicable
withholding taxes imposed by the United

Kingdom under the treaty. A U.S. shareholder that makes an election to be
treated as receiving the payment of the tax credit and paying the applicable
withholding tax must make this election by so indicating on Line 5 of Form 8833
(Treaty-Based Return Position Disclosure Under Section 6114 or 7701(b)) and
filing the completed Form 8833 with the shareholder's income tax return for the
relevant year. In general, it is no longer necessary to provide information to
the U.K. Inland Revenue to establish your entitlement to tax treaty benefits in
respect of dividends.

A U.S. shareholder making this election will be treated as having received
an additional dividend equal to the gross amount of the tax credit (unreduced by
amounts withheld), and as having paid the withholding tax due on the date of the
distribution. Thus, the U.S. shareholder must include in income the gross
payment deemed received, and may claim, subject to certain limitations, a
foreign tax credit for the withholding tax treated as paid to the United Kingdom
or deduct that amount from the U.S. shareholder's federal taxable income.
Dividends received with respect to the shares or ADSs will be treated as foreign
source income, which may be relevant in calculating your foreign tax credit
limitation. The limitation on foreign taxes eligible for credit is calculated
separately with respect to specific classes of income. For this purpose,
dividends paid with respect to the shares or ADSs generally will constitute
"passive income" or, in the case of certain shareholders, "financial services
income."

Dividends paid by us will not be eligible for the dividends received
deduction available to certain U.S. corporate shareholders under Internal
Revenue Code Sections 243 and 245.

The amount of any cash distribution paid in pounds sterling will equal the
U.S. dollar value of the distribution, calculated by reference to the exchange
rate in effect at the time the dividends are included in income. You should not
recognize any foreign currency gain or loss if such foreign currency is
converted into U.S. dollars on the date included in income Foreign currency gain
or loss recognized upon a subsequent sale or other disposition of the pounds
sterling., if any, will be U.S. source ordinary income or loss for U.S. federal
income tax purposes. For accrual basis U.S. shareholders making the election
described above relating to payment of the UK tax credit and withholding tax,
although the gross dividend is translated into U.S. dollars and included in
income at the spot rate on the payment date, the taxes treated as withheld from
the dividend are translated into U.S. dollars at the average rate for the
taxable year for foreign tax credit purposes. A cash basis U.S. shareholder
claiming foreign tax credits translates both the gross dividend and withholding
tax into U.S. dollars at the exchange rate on the date the dividend is included
in income.

The United States and the United Kingdom have negotiated a new tax treaty
that, if ratified, will render the above discussion of the tax election
inapplicable. You should consult your own tax advisor concerning the potential
effects of the new tax treaty.

Sale or exchange of shares or ADSs

You will generally recognize capital gain or loss upon the sale or exchange
of the shares or ADSs measured by the difference between the amount realized on
the sale or exchange and your tax basis in the shares or ADSs. Your gain or loss
will be long-term capital gain or loss if you have held the shares or ADSs for
more than one year. In the case of non-corporate U.S. shareholders, the maximum
tax rate on capital gains arising on the disposition of assets held for more
than one year is 20%, but may be lower depending on the U.S. shareholder's tax
bracket and holding period. In general, any capital gain or loss recognized upon
the sale or exchange of shares or ADSs will be treated as U.S. source income or
loss, as the case may be, for U.S. foreign tax purposes. Your ability to deduct
capital losses is subject to limitations.

United States federal income tax consequences to non-U.S. shareholders

The following summarizes the U.S. federal income tax consequences of
acquiring, holding and disposing of shares or ADSs by a shareholder that is not
a U.S. person (a Non-U.S. shareholder).

Distributions on shares or ADSs and sale or exchange of shares or ADSs

Subject to the discussion below with respect to U.S. backup withholding, a
foreign shareholder generally will not be subject to U.S. federal income tax on
distributions on shares or ADSs or gain from the sale or exchange of shares or
ADSs unless:

- - the income is effectively connected with the conduct by the foreign
shareholder of a U.S. trade or business or, in the case of a resident of a
country which has a treaty with the United States, the income is
attributable to a permanent establishment (or in the case of an individual,
a fixed place of business) in the United States, in which case the foreign
shareholder will be taxed on the income like a U.S. shareholder; or

- - with respect to any gain from the sale or exchange of shares or ADSs, the
foreign shareholder is present in the United States for 183 days or more in
the taxable year of the sale and meets certain other conditions, in which
case the foreign shareholder generally will be taxed on such gain like a
U.S. shareholder.

If you are a corporate foreign shareholder, effectively connected income
may, under certain circumstances, be subject to an additional branch profits tax
at a 30% rate or at a lower rate if you are eligible for the benefits of an
income tax treaty that provides for a lower rate.

U.S. Information Reporting and Backup Withholding

Certain non-corporate shareholders may be required to report to the
Internal Revenue Service dividend payments and proceeds from the sale or
disposal of such holder's shares, in each case, paid within the United States.
Information reporting generally will apply to payments of dividends on, and to
proceeds from the sale or redemption of, shares made within the United States to
a holder of Shares (other than an "exempt recipient", including a corporation, a
payee that is not a United States person that provides an appropriate
certification and certain other persons). U.S. federal backup withholding
generally is a withholding tax imposed at a current rate of up to 30.5% on some
payments to persons that fail to furnish required information. A payor currently
will be required to withhold up to 30.5% of any payments of dividends on, or the
proceeds from the sale or redemption of, shares within the United States to a
shareholder (other than an "exempt recipient") if such shareholder fails to
furnish its correct taxpayer identification number of otherwise fails to comply
with, or establish an exemption from, such backup withholding tax requirements.
Any U.S. persons required to establish their exempt status generally must file
Internal Revenue Service Form W-9, titled Request for Taxpayer Identification
Number and Certification.

Amounts withheld as backup withholding may be credited against a holder's
U.S. federal income tax liability. A shareholder may obtain a refund of any
excess amounts withheld under the backup withholding rules by filing the
appropriate claim for refund with the Internal Revenue Service and furnishing
any required information.

Shareholders should consult their own tax advisers regarding the
application of information reporting and backup withholding in their particular
situations, the availability of an exemption therefrom, and the procedure for
obtaining such an exemption, if available. In this regard, shareholders should
note that newly finalized U.S. Treasury regulations that have been in effect
since January 1, 2001, generally have expanded the circumstances under which
information reporting and backup withholding may apply. For example, in the case
of payments made within the United States to a foreign simple trust, a foreign
grantor trust or a foreign partnership (other than payments to a qualifying
"withholding foreign trust" or "withholding foreign partnership" within the
meaning of the applicable U.S. Treasury regulations and payments that are
effectively connected with the recipient's conduct of a U.S. trade or business),
the beneficiaries, owners, or partners, as the case may be, will be required to
provide the certification discussed above in order to establish an exemption
from backup withholding tax and information reporting requirements. Moreover, a
payor or middleman may rely on a certification provided by a payee that is not a
U.S. person only if such payor or middleman does not have actual knowledge or a
reason to know that any information or certification stated in such certificate
is incorrect. Information reporting on Form 5471 may be required by U.S.
shareholders who acquire 10% or more of the shares of Merant plc.

F. DIVIDENDS AND PAYING AGENTS

Not required.

G. STATEMENT BY EXPERTS

Not required.

H. DOCUMENTS ON DISPLAY

We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended. In accordance with these requirements, we file reports
and other information with the SEC. These materials, including this Annual
Report and exhibits hereto, may be inspected at the SEC's public reference
facilities located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549 and at the SEC's regional offices at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, IL 60611. You may also obtain copies
of such material, upon payment of a duplication fee, from the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms.

I. SUBSIDIARY INFORMATION

Not required.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our principal financial instruments, other than derivatives, comprise
bank loans, cash, and short-term deposits. The main purpose of these financial
instruments is to fund the operations of the business. We have various other
financial instruments, such as trade debtors and trade creditors, that arise
directly from our operations. We also enter into non-material derivative
transactions (principally forward currency contracts). The purpose is to manage
the currency risks arising from our operations and our sources of finance.

It is, and has been throughout the period under review, our policy that no
trading in financial instruments is undertaken.

The main risks arising from our operations are liquidity risk and foreign
currency risk. The Board reviews and agrees on policies for managing each of
these risks and they are summarized below. These policies have remained
unchanged during the period under review.

Liquidity risks

Our objective is to maintain a balance between maximization of investment
returns and liquidity by restriction of the permitted investments and the
duration to maturity of those investments.

Foreign currency risk

As a result of the significant investment in overseas operations, movements
in foreign currency exchange rates can significantly affect our balance sheet.
We seek to mitigate the effect of this structural currency exposure by entering
into non-material foreign exchange hedges and by using our borrowing facilities.
In managing our structural currency

exposures, our objectives are to maintain a low cost of borrowing and to retain
some potential for currency-related appreciation while partially hedging against
currency depreciation. At April 30 2001 no hedging contracts were outstanding;
borrowings, denominated in euros, totaled $2.0 million.

We also have transactional exposures. Such exposures arise from sales or
purchases by an operating unit in currencies other than that unit's functional
currency. We use our multi-currency bank facility to minimize such currency
exposures.

Exchange rate fluctuations

We prepare separate consolidated financial statements expressed in
U.S. dollars and G.B. pounds. Revenue, costs and expenses arising in currencies
other than the reporting currency are translated using average exchange rates.
Assets and liabilities denominated in currencies other than the reporting
currency are translated at exchange rates in effect at the balance sheet date.
The majority of our revenue arises in U.S. dollars (approximately two-thirds in
2001), whereas our costs are incurred approximately equally in U.S. dollars and
other currencies, predominately G.B. pounds. Consequently fluctuations in
exchange rates, particularly between the U.S. dollar and the G.B. pound, may
have a significant impact on our operating results, notably when expressed in
G.B. pounds. In 2001, 2000 and 1999, fluctuations between the U.S. dollar and
the G.B. pound have not been significant, and net exchange rate gains or losses
on operational transactions have been immaterial.

We have a hedging program that aims, where possible, to minimize foreign
exchange gains or losses from recorded foreign-currency denominated assets and
liabilities. This program involves the use of borrowings and non-material
forward foreign exchange contracts in certain European currencies, including
the euro. We do not hedge anticipated foreign currency revenues and expenses
not yet incurred. No hedging contracts were outstanding at April 30 2001.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not required.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS.

Not applicable.

Neither we nor any other person has modified materially the
instruments defining the rights of holders of any class of registered securities
of MERANT plc or issued or modified any other class of securities or withdrawn
or substituted a material amount of the assets securing any class of registered
securities of MERANT plc.

The trustees and paying agents for the registered securities of MERANT plc
have not changed during the fiscal year ending April 30, 2001.

ITEM 15. [RESERVED]

ITEM 16. [RESERVED]

PART III

ITEM 17. FINANCIAL STATEMENTS

Financial statements are being furnished pursuant to the instructions of
Item 18 of this Form 20-F.

ITEM 18. FINANCIAL STATEMENTS

Please see Item 8.A. "Consolidated Statements and Other Financial
Information" and Item 5.A. "Operating Results", incorporated by reference.

ITEM 19. EXHIBITS

(a) Financial Statements

1. The following audited consolidated financial statements, together with the
related reports of Ernst & Young LLP, are incorporated in this annual report by
reference from the MERANT 2001 Annual Report:

US Format

Audit Financial Statements

Consolidated Statements of Operations for the year ended April 30,
2001, the year ended April 30, 2000 and the year ended April 30, 1999

Consolidated Balance Sheets at April 30, 2001 and April 30, 2000

Consolidated Statements of Cash Flow for the year ended April 30, 2001,
the year ended April 30, 2000 and the year ended April 30, 1999

Consolidated Statements of Shareholder's Equity for the year ended
April 30, 2001, the year ended April 30, 2000 and the year ended
April 30, 1999

Notes to Consolidated Financial Statements

Report of Independent Auditors

UK Format

Audited Financial Statements

Consolidated Profit and Loss Account for the year ended April 30, 2001,
the year ended April 30, 2000 and the fifteen months ended April 30,
1999

Consolidated Balance Sheet at April 30, 2001 and April 30, 2000

Consolidated Cash Flow Statement for the year ended April 30, 2001, the
year ended April 30, 2000 and the fifteen months ended April 30, 1999

Notes to the Consolidated Cash Flow Statement for the year ended April
30, 2001, the year ended April 30, 2000 and the fifteen months ended
April 30, 1999

Company Balance Sheet at April 30, 2001 and April 30, 2000

Consolidated Statement of Total Recognised Gains and Losses for the
year ended April 30, 2001, the year ended April 30, 2000 and the
fifteen months ended April 30, 1999

Movement in Shareholders' Funds for the year ended April 30, 2001, the
year ended April 30, 2000 and the fifteen months ended April 30, 1999

Notes to the Financial Statements

Report of the Auditors

2. The following financial statement schedules and reports have been filed as
part of this annual report:

US Format

Schedule for the year ended April 30, 2001, the year ended April 30, 2000 and
the year ended April 30, 1999

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(U.S. FORMAT) MERANT PLC

CHARGED
BALANCE AT CHARGED TO/CREDITED
BEGINNING TO COSTS FROM OTHER BALANCE AT
DESCRIPTION OF PERIOD AND EXPENSES ACCOUNTS(*) WRITE OFFS END OF PERIOD
- ----------- ---------- ------------ ----------- ---------- -------------
IN THOUSANDS OF U.S. DOLLARS

PROVISION FOR BAD AND DOUBTFUL DEBTS
Year ended April 30:
1999...................................... 2,900 1,925 - (584) 4,241
2000...................................... 4,241 2,963 100 (3,222) 3,882
2001...................................... 3,882 2,070 193 (2,041) 4,104
</Table>

UK Format

Schedule for the year ended April 30, 2001, the year ended April 30, 2000 and
the year ended April 30, 1999

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
(U.K. FORMAT) MERANT PLC

<Table>
<Caption>
CHARGED
BALANCE AT CHARGED TO/CREDITED
BEGINNING TO COSTS FROM OTHER BALANCE AT
OF PERIOD AND EXPENSES ACCOUNTS(*) WRITE OFFS END OF PERIOD
DESCRIPTION GBP '000 GBP '000 GBP '000 GBP '000 GBP '000
- ----------- ---------- ------------ ----------- ---------- -------------

PROVISION FOR BAD AND DOUBTFUL DEBTS
Fifteen months ended April 30:
1999...................................... 1,463 2,839 1,087 (2,416) 2,973
Year ended April 30:
2000...................................... 2,973 1,914 323 (2,182) 3,028
Year ended April 30, 2000................... 3,028 1,905 419 (1,592) 3,780
</Table>

- -------------
(*) Includes exchange rate adjustments

All other schedules have been omitted because the required information is not
significant or is not applicable.

(b) EXHIBITS.

2.01(2) Memorandum of Association of MERANT dated as of March 28, 1983, as amended and restated to date
2.02(1) Articles of Association of MERANT adopted as of June 19, 1996, as amended and restated to date
2.03(1) Form of Specimen Certificate for MERANT's ordinary shares at GBP 0.02 each
2.04(2) Amended and Restated Deposit Agreement dated as of March 16, 1998 among MERANT, the Bank of New York and all owners and
holders from time to time of American Depositary Receipts
2.05(3)+ MERANT's 1994 Employee Benefit Trust
2.06(1)+ MERANT's 1998 Share Option Plan, as amended
2.07(1)+ MERANT's 1998 Inland Revenue Approved Share Option Scheme
2.08(1)+ MERANT's 1999 Employee Share Purchase Plan
2.09(2) Form of Indemnification Agreement entered into by MERANT with each of its directors and certain executive officers
2.10(2) Form of Indemnity Agreement entered into by MERANT Incorporated, a subsidiary of MERANT ("MERANT Incorporated"), with each
of its directors and certain executive officers of MERANT and MERANT Incorporated
2.11(4) Agreement and Plan of Reorganization among Micro Focus Group plc, Tower Merger Sub, Inc. and INTERSOLV, Inc. dated June
17, 1998.
2.12* Asset Sale and Purchase Agreement by and between NetObjects Inc. and MERANT Inc. dated January 8, 2001.

2.13* Purchase Agreement by and between MERANT plc and Micro Focus International Limited dated June 11, 2001.
2.14* Amendment No. 1 to Purchase Agreement by and between MERANT plc and Micro Focus International Limited dated August 10,
2001.
2.15* Purchase Agreement by and between MERANT plc and Data Direct International Limited dated September 10, 2001.
2.16* Agreement for the Sale and Purchase of Land at The Lawn 22-30 Old Bath Road Newberg Berkshire.
23.01* Consent of Independent Auditors, dated November 14, 2001.
23.02* Consent of Independent Auditors, dated November 14, 2001.

- --------------

(1) Filed on November 1, 1999 as an exhibit to MERANT's Annual Report on
Form 20-F (File No. 000-19696), and incorporated in this Form 20-F by reference.
(2) Filed on May 29, 1998 as an exhibit to MERANT's Annual Report on Form 20-F
(File No. 000-19696), and incorporated in this Form 20-F by reference. 34 37 (3)
Filed on April 9, 1997 as an exhibit to MERANT's Registration Statement on Form
S-8 (File No. 333-24867), and incorporated in this Form 20-F by reference. (4)
Filed on August 24, 1998 as an exhibit to MERANT's Registration Statement on
Form F-4 (File No. 333-62095), and incorporated in this Form 20-F by reference.
+ Indicates a management contract or compensatory plan or arrangement. * Filed
with this Form 20-F.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.

By: /s/ Ken Sexton
----------------------
Name: Ken Sexton
Title: Senior Vice President and Chief Financial Officer