CONSOLIDATED CASH FLOW STATEMENT

for the year ended 31 March 2010

 

	Notes	2010	2009
		£	£
NET CASH INFLOW  / (OUTFLOW) FROM OPERATING ACTIVITIES	22	429,616	(16,440)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment		(7,368)	(2,352)
Proceeds on disposal of property, plant and equipment		-	20,358
		----------------------------------------	------------------------------------------
NET CASH (USED IN) / FROM INVESTING ACTIVITIES		(7,368)	18,006
		----------------------------------------	------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of ordinary shares net of expenses		269,513	-
Repayment of obligations under hire purchase agreements		(11,275)	(4,807)
Repayment of loans		(87,902)	(50,295)
		----------------------------------------	------------------------------------------
NET CASH FROM / (USED IN) FINANCING ACTIVITIES		170,336	(55,102)
		----------------------------------------	------------------------------------------
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS		592,583	(53,536)
		----------------------------------------	------------------------------------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		99,555	153,091
		----------------------------------------	------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR		692,138	99,555
		========================	========================

 

Cash and cash equivalents comprise 'Cash and cash equivalents' and 'Bank overdrafts'.

 

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2010

 

1.     GENERAL INFORMATION

 

Trakm8 Holdings PLC is a public limited company ("Company") incorporated in the United Kingdom (registration number 05452547). The Company is domiciled in the United Kingdom and its registered address is Lydden House, Wincombe Business Park, Shaftesbury, Dorset, SP7 9QJ. The Company's Ordinary Shares are traded on the Alternative Investment Market ("AIM").

 

The Group's principal activity is the marketing, manufacture and distribution of vehicle telematics equipment and services. The Company's principal activity is to act as a holding company for its subsidiaries.

 

2.     AUTHORISATION OF FINANCIAL STATEMENTS AND STATEMENT OF COMPLIANCE WITH IFRS

 

The Group's financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations as endorsed by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

3.     BASIS OF PREPARATION

 

The accounting policies set out in note 4 have been applied consistently to all periods presented in these consolidated financial statements.

 

These financial statements are presented in sterling as that is considered to be the currency of the primary economic environment in which the Group operates.  This decision was based on the Group's workforce being based in the UK and that sterling is the currency in which management reporting and decision making is based.

 

4.     ACCOUNTING POLICIES

 

        BASIS OF ACCOUNTING

 

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements.  If in the future such estimates and assumptions which are based on management's best judgement at the date of the financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the year in which the circumstances change.  Where necessary, the comparatives have been reclassified or extended from the previously reported results to take into account presentational changes. 

 

GOING CONCERN

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement.  In preparing these financial statements on a going concern basis the Directors have considered the Group's overall financial position. 

 

After the business review and actions taken in September 2008 the Group has continued to improve its trading position and available financial resources. 

 

The profit before tax of £260,996 generated a substantial improvement in the Group's cash reserves.  As outlined in the Chairman's Statement the Board is confident about the prospects for the current year and expect to see continuing profits being achieved.

 

Furthermore the successful equity placing in May 2009 of 4,454,046 shares at 6.5 pence raised a net £269,513 in cash and has further strengthened the Group's resources.  As a result the Group ended the period with a net £692,138 cash available.  The two DTi loans were fully repaid during the year leaving one outstanding bank loan secured on the freehold property.

 

The Group's forecasts and projections, including a detailed revenue sensitivity analysis, show that the Group is expected to be able to operate within the level of its cash resources.  In addition the production of the new T8 will take place in the UK and therefore continue the strategy to reduce the Group's exposure to the euro. 

 

Taking all of the above into account, the Directors are confident that despite the continuing challenging economic circumstances the Group has sufficient financial resources to continue as a going concern for the foreseeable future.  They believe it is therefore appropriate to prepare the financial statements on the going concern basis and the financial statements do not include any adjustments that would result from the Group not being able to meet its liabilities as they fall due.

 

BASIS OF CONSOLIDATION

 

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 March each year.  Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

 

The trading results of subsidiaries acquired or disposed of during the year are included in the consolidated Statement of Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

 

All intra-group transactions, balances, income and expenditure are eliminated on consolidation.

 

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.  The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.  Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are initially measured at fair value at the acquisition date irrespective of the extent of any minority interest.  The excess of cost of acquisition over the fair values of the Group's share of identifiable net assets acquired is recognised as goodwill.  Any deficiency of the cost of acquisition below the fair value of identifiable net assets acquired (i.e. discount on acquisition) is recognised directly in the Statement of Comprehensive Income. 

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.

 

SHARE-BASED PAYMENTS

 

The Group has applied the requirements of IFRS 2 Share-based Payment.  In accordance with the transitional provisions, IFRS 2 has been applied to all grants of equity instruments after 7 November 2002 that were unvested as of 1 April 2006.

 

The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.

 

The fair value is measured by use of the Black-Scholes option pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations. No expense is recognised for awards that do not ultimately vest.

 

FINANCIAL INSTRUMENTS

 

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

 

Trade receivables

Trade receivables are initially recognised at fair value and subsequently measured at their amortised cost using the effective interest method less any provision for impairment.  A provision for impairment is made where there is objective evidence, (including customers with financial difficulties or in default on payments), that amounts will not be recovered in accordance with original terms of the agreement.  A provision for impairment is established when the carrying value of the receivable exceeds the present value of the future cash flow discounted using the original effective interest rate.  The carrying value of the receivable is reduced through the use of an allowance account and any impairment loss is recognised in the Statement of Comprehensive Income.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.  For the purposes of the Cashflow Statement, cash and cash equivalents includes bank overdrafts.

 

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

 

Bank borrowings

Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including premiums payable on settlement or redemption, are accounted for on an accruals basis and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

 

Trade payables

Trade payables are initially recognised at fair value and subsequently at amortised cost using the effective interest method.

 

GOODWILL

 

Goodwill arising on consolidation is recorded as an intangible asset and is the surplus of the cost of acquisition over the Group's interest in the fair value of identifiable net assets acquired.  Goodwill is reviewed annually for impairment.  Any impairment identified as a result of the review is charged in the Statement of Comprehensive Income.  Negative goodwill is written off in the year in which it arises.

 

On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

 

INTANGIBLE ASSETS OTHER THAN GOODWILL

 

An intangible asset, which is an identifiable non-monetary asset without physical substance, is recognised to the extent that it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that its cost can be measured reliably.  An annual impairment review is undertaken on all intangible assets and any impairment identified is charged to the Statement of Comprehensive Income.  Such intangible assets are carried at cost less amortisation.  Amortisation is charged to 'Administrative expenses' in the Statement of Comprehensive Income on a straight line basis over the intangible assets' useful economic life (1-10 years).

 

Expenditure on research activities is recognised as an expense in the period in which it is incurred. 

 

Development expenditure is capitalised as an intangible asset only if the following conditions are met:

 

·      an asset is created that can be identified;

·      it is probable that the asset created will generate future economic benefit;

·      the development cost of the asset can be measured reliably;

·      it meets the Group's criteria for technical and commercial feasibility; and

·      sufficient resources are available to meet the development to either sell or use as an asset.

 

        Development expenditure thus capitalised is amortised on a straight-line basis over its useful life.  Where the criteria are not met, development expenditure is recognised as an expense in the 'Administrative expenses' line of the Statement of Comprehensive Income.

 

        PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment are stated at cost less any subsequent accumulated depreciation or impairment losses.  With the exception of freehold buildings held at 31 March 2006 (the date of transition to IFRS), cost represents purchase price together with any incidental costs to acquisition.  As permitted by IFRS 1, the cost of freehold buildings at 31 March 2006 represents deemed cost, being the market value of the property for existing use at that date.

 

Depreciation is provided on all property, plant and equipment, other than freehold land, at rates calculated to write each asset down to its estimated residual value over its expected useful life, as follows:

 

Buildings	2%	straight line
Furniture, fixtures and equipment	25%	reducing balance
Computer equipment	33%	straight line

 

Assets held under finance leases or hire purchase arrangements are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the relevant agreement.

 

The assets' residual values and useful lives are reviewed at each balance sheet date and adjusted if appropriate.  The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

 

INVENTORIES

 

Inventories are valued at the lower of cost and net realisable value. In general cost is determined on a first in first out basis and includes all direct expenditure and production overheads based on a normal level of activity. Net realisable value is the price at which the stocks can be sold in the normal course of business after allowing for the costs of realisation and where appropriate for the costs of conversion from its existing state to a finished condition. Provision is made for obsolete, slow moving and defective stocks.

 

LEASES

 

Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership of the asset have been transferred to the Group, are capitalised in the balance sheet and depreciated over the shorter of the lease term or their useful lives.  The asset is recorded at the lower of its fair value and the present value of the minimum lease payments at the inception of the lease.  The capital elements of future obligations under finance leases are included in liabilities in the balance sheet and analysed between current and non-current amounts.  The interest elements of future obligations under finance leases are charged to the Statement of Comprehensive Income over the periods of the leases and represent a constant proportion of the balance of capital repayments outstanding in accordance with the effective interest rate method.

 

Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases.  The cost of operating leases (net of any incentives received from the lessor) is charged to the Statement of Comprehensive Income on a straight line basis over the periods of the leases.

 

FOREIGN CURRENCIES

 

Foreign currency assets and liabilities are converted to sterling at the rates of exchange ruling at the end of the financial year. Transactions in foreign currencies are converted to sterling at the rates of exchange ruling at the transaction date. All of the resulting exchange differences are recognised in the Statement of Comprehensive Income as they arise.

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the balance sheet date.  Income and expense items are translated at the average exchange rates for the period.  Exchange differences arising are classified as equity and transferred to the Group's reserves.  Such translation differences are recognised as income or expense in the period in which the operation is disposed of.

 

TAXATION

The tax expense represents the sum of the current tax expense and deferred tax expense.

The tax currently payable is based on taxable profit for the year.  Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.

Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based upon tax rates that have been enacted or substantively enacted.

 

REVENUE RECOGNITION

 

Revenue represents the total of amounts receivable for goods and services provided excluding value added tax.  Revenue is recognised on the delivery of the goods to the customer.  Where a service is provided covering a future period the applicable revenue is shown as Deferred Income under Current Liabilities.

 

WARRANTY CLAIMS

 

Provision is made for liabilities arising in respect of expected warranty claims.

 

GOVERNMENT GRANTS

 

Government grants towards research and development projects are recognised as income over the periods necessary to match them with the related costs and are included within Other Income.

 

SEGMENTAL REPORTING

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.  The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.

 

EQUITY

 

Equity comprises the following:

 

-   Share capital represents the nominal value of equity shares.

-   Share premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.

-   Shares to be issued represents the equity element of deferred consideration arising on business combinations.

-   Merger reserve represents the excess over nominal value of the fair value of consideration received for equity shares issued on reverse acquisition of subsidiaries, net of expenses of the share issue prior to the date of transition to IFRS

-   Share based payment reserve represents the cumulative periodic charge for outstanding commitments to equity settled share based payments under IFRS 2.

-   Translation reserve represents cumulative foreign exchange gains and losses on retranslation of overseas operations.

-   Retained earnings represents retained losses.

 

CHANGES IN ACCOUNTING STANDARDS AND DISCLOSURES

 

a) The Group has adopted the following new IFRS's in the year ended 31 March 2010:-

 

-     IAS 1 (Amendment), Presentation of Financial Statements - comprehensive revision including requiring a statement of comprehensive income (effective for annual periods beginning on or after 1 January 2009)

-     IFRS 8 Operating Segments - (effective for annual periods beginning on or after 1 January 2009)

-     IFRS 2 (Amendment) Share based payment - (effective for annual periods beginning on or after 1 January 2009)

b) The Group have early adopted the amendments to IFRS 8 following Improvements to IFRS (April 2009) which is applicable to annual periods beginning on or after 1 January 2010.   This has had the effect of not showing the Group's assets and liabilities split by segment.  The Board believes that early adoption is necessary for the Financial Statements to more accurately reflect the information presented to the Board.  

 

c) The following standards and interpretations have been issued by the IASB. They become effective after the current year and have not been early adopted by the Group:

 

International Financial Reporting Standards (IFRS)		Effective date commencing	To be adopted by the Group during years
IFRS 1	Revised IFRS 1 First-time Adoption of IFRS	01.07.2009	31.03.2011
IFRS 3	Business Combinations - Comprehensive revision on applying the acquisition method	01.07.2009	31.03.2011
IFRS 9	Financial instruments: Replacement of IAS 39	01.07.2009	31.03.2011
IAS27	Consolidated and Separate Financial Statements - Amendments arising from IFRS 3	01.07.2009	31.03.2011
IAS 28	Investments in Associates - Consequential amendments arising from IFRS 3	01.07.2009	31.03.2011
IAS 31	Investments in Joint Ventures - Consequential amendments arising from IFRS 3	01.07.2009	31.03.2011
IAS 32	Financial Instruments: Presentation - Amendments; Classification of Rights Issues	01.02.2010	31.03.2011
IAS 39	Financial instruments: Recognition and Measurement - Amendment; Eligible hedged items	01.07.2009	31.03.2011
IAS 39	Financial instruments: Recognition and Measurement - Amendment; Embedded Derivatives	30.06.2009	31.03.2011
International Financial Reporting Interpretations Committee (IFRIC)
IFRIC 9	Reassessment of Embedded Derivatives - Amendment: Embedded Derivatives	30.06.2009	31.03.2011
IFRIC 17	Distributions of non-cash assets to owners	01.07.2009	31.03.2011
IFRIC 18	Transfers of assets from customers	01.07.2009	31.03.2011
IFRIC 19	Extinguishing financial liabilities with Equity instruments	01.07.2010	31.03.2012

 

The impact on the Group's financial statements is not expected to be material.

 

5.     CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

 

Critical judgements in applying the Group's accounting policies

 

In the process of applying the Group's accounting policies, which are described in note 4, management has made the following judgements that have the most significant effect on the amounts recognised in the financial statements (apart from those involving estimations, which are dealt with below).

 

Valuation of intellectual property

 

In assessing the fair value of the intellectual property, management have considered the current and likely future performance of the companies acquired.  Attention has been paid to the potential introduction of new products and services and the return anticipated from these and existing product sales.  The Directors believe that the fair value of the intellectual property is both appropriate and a realistic assessment of its long term value to the Group.

 

Key sources of estimation uncertainty

 

The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

 

Recoverability of internally-generated intangible asset

 

During the year, management reconsidered the recoverability of its internally generated intangible asset which is included in the balance sheet at £69,895.  The costs relate to the development of the Group's portfolio of hardware and software products and management continue to believe that the anticipated revenues will enable the carrying amount to be recovered in full.  Assumptions have been made on the number of years over which the costs will be recovered based on management's best expectations and these could turn out to be longer or shorter although any subsequent adjustment is not expected to be material.

 

Recoverability of trade debtors

 

The withdrawal or reduction of credit facilities from Banks and leasing companies is affecting a wide range of businesses.  Management are particularly conscious of the financial weakness of some companies and is closely monitoring its outstanding debtor book in order to minimise the risk associated with future bad debts.    Weekly cash receipts are analysed and future supplies are stopped if accounts remain overdue.  An increasing number of customers taking the Group's services pay by direct debit and this is reducing the Group's exposure to the non recoverability of trade debtors in the future.

 

6.      SEGMENTAL ANALYSIS

 

The format of segmental reporting is based on the Group's management and internal reporting of the segments below which carry different risks and rewards and are used to make strategic decisions.  Telematics is the sale of hardware through the Group's distributors.  Trakm8 Swift represents the sale of the Group's full vehicle telematics service direct to customers.  Development and other services comprises bespoke professional services and mapping solutions.

 

The Board review the revenue results by segment and the gross margin.  Cost of sales comprise hardware costs and have been allocated to the segments based on the number of units sold.  Administration costs and assets and liabilities are not separated out by segment.

 

Year ended 31 March 2010	Telematics     £	Trakm8 Swift   £	Development & other services £	Unallocated     £	Total     £
Segment revenue	1,680,640	1,398,767	346,746	-	3,426,153
Gross Profit	787,897	1,167,926	346,746	-	2,302,569
Other Income	-	-	582,979	-	582,979
Depreciation & amortisation	99,388	80,360	96,094	-	275,842
Finance income	-	-	-	152	152
Finance costs	-	-	-	(14,975)	(14,975)
Income Tax	-	-	83,504	216,676	300,180

 

Year ended 31 March 2009	Telematics     £	Trakm8 Swift   £	Development & other services £	Unallocated     £	Total     £
Segment revenue	2,336,029	1,122,471	220,429	-	3,678,929
Gross Profit	1,031,077	910,797	220,429	-	2,162,303
Other Income	-	-	472,988	-	472,988
Depreciation & amortisation	112,531	70,546	87,874		270,951
Finance income	-	-	-	2,652	2,652
Finance costs	-	-	-	(31,061)	(31,061)
Income Tax	-	-	9,381	163	9,544

 

 

The Group's operations are located in the UK and the Czech Republic.  The following table provides an analysis of the Group's sales by geography based upon location of the Group's customers. 

 

Year ended 31 March 2010	Telematics   £	Trakm8 Swift   £	Development & other services £	Total   £
United Kingdom	1,000,334	1,395,132	220,030	2,615,496
Europe	268,966	3,635	120,216	392,817
Africa	352,532	-	6,500	359,032
Rest of the World	58,808	-	-	58,808
	1,680,640	1,398,767	346,746	3,426,153

 

Year ended 31 March 2009	Telematics   £	Trakm8 Swift   £	Development & other services £	Total   £
United Kingdom	1,477,448	1,110,316	52,675	2,640,439
Europe	205,289	12,155	146,626	364,070
Africa	586,297	-	21,128	607,425
Rest of the World	66,995	-	-	66,995
	2,336,029	1,122,471	220,429	3,678,929

 

Revenues of £352,532 are derived from one customer in the telematics segment and revenues of £520,379 are derived from one customer within the Trakm8 Swift and development segments.

 

7.     PROFIT / (LOSS) FROM OPERATIONS

 

	2010	2009
	£	£
Profit / Loss from operations is stated after charging / (crediting):
Other income - Government grant	(582,979)	(472,988)
Depreciation - owned fixed assets                    - assets on finance leases	24,544 5,967	33,280 6,371
Amortisation of intangible assets	243,912	239,561
Gain on disposal of property, plant and equipment	-	(8,080)
Operating lease rentals
Land and buildings	28,420	27,164
Other	5,775	6,624
Research and development	704	12,578
Loss on foreign exchange transactions	5,707	20,234
Staff costs (note 10)	1,415,778	1,491,335

 

	2010	2009
	£	£
Auditor's remuneration
Baker Tilly UK Audit LLP and associates
- audit services
Parent Company and consolidation	5,000	5,600
Subsidiary audits	20,000	22,400
- tax advisory services	4,175	4,175
	====================	====================

 

 

8.     FINANCE COSTS

 

	2010	2009
	£	£
Bank interest payable	7,770	29,498
Interest on finance leases	2,156	1,563
Interest on other loans	5,049	-
	---------------------------------	---------------------------------
	14,975	31,061
	====================	====================

 

9.     INCOME TAX

       

	2010	2009
	£	£
R&D tax credit	(83,504)	(9,381)
Recognition of deferred tax	(331,300)	-
Current year movement	114,624	(163)
	---------------------------------	---------------------------------
Tax credit	(300,180)	(9,544)
	===================	===================

 

Factors affecting the tax charge

 

        The tax assessed for the years are lower (2009: higher) than the applicable rate of corporation tax in the UK. The difference is explained below:

 

	2010	2009
	£	£
Profit / (Loss) before tax	260,996	(411,372)
	========================	========================

 

Profit / (Loss) on ordinary activities multiplied by the standard rate of corporation tax in the UK of 28% (2009: 28%)	73,079	(115,184)
Effects of:
Expenses not deductible/income not taxable	41,545	762
Share Option adjustment	1,612	2,690
Temporary differences	(1,612)	(2,690)
Tax losses for which no deferred income tax asset was recognised	-	114,259
Deferred tax brought forward recognised	(331,300)	-
R&D tax credit	(83,504)	(9,381)
	-------------------------------------	-------------------------------
Total tax	(300,180)	(9,544)
	======================	==================

 

10.   EMPLOYEES

 

	2010	2009
	No.	No.
The average monthly number of persons (including Directors) employed by the Group was:
Research and development	11	10
Selling and distribution	11	12
Production	5	6
Administration	11	10
	----------------------------	----------------------------
	38	38
	=================	=================

 

Staff costs for the employees and Directors (included under Administrative expenses):

 

	2010	2009
	£	£
Wages and salaries	1,247,631	1,313,488
Social Security costs	162,390	168,239
Share Based Payments	5,757	9,608
	-------------------------------------	-------------------------------------
	1,415,778	1,491,335
	=====================	=====================

 

        Costs relating to the Directors who are the key management of the Group:

	2010	2009
	£	£
Wages and salaries	350,722	322,198
Pension	20,000	-
Compensation for loss of office	-	30,000
Social Security costs	37,055	32,039
Share Based Payments	4,203	2,618
	-------------------------------------	-------------------------------------
	411,980	386,855
	=====================	=====================

 

Pension costs above have been offset against the share premium account as detailed in the Consolidated Statement of Changes in Equity.  Further details of Directors' fees and salaries, bonuses and pensions are given in the Directors' Report.

 

 

11.   EARNINGS / (LOSS) PER ORDINARY SHARE

 

The earnings / (loss) per ordinary share has been calculated using the profit / (loss) for the year and the weighted average number of ordinary shares in issue during the year as follows:

 

		2010	2009
		£	£
Earnings / (Loss) for the year after taxation		561,176	(401,828)
		==========	=========
		No.	No.
Number of ordinary shares of 1p each		18,764,731	13,857,169
Basic weighted average number of ordinary shares of 1p each		18,165,144	13,736,957
Basic weighted average number of ordinary shares of 1p each (diluted)		18,359,713	13,736,957
Basic profit / (loss) pence per share		3.09p	(2.90)p
Diluted profit / (loss) pence per share		3.06p	(2.90)p

            The weighted average number of shares for the purpose of calculating the diluted earnings per ordinary share in 2009 is identical to that used for the basic earnings per ordinary share as any adjustment to the number of ordinary shares would be anti-dilutive.

 

 

12.		INTANGIBLE ASSETS
									Development Costs	Intellectual Property	Total
									£	£	£
	COST
	As at 1 April 2008								344,514	1,546,007	1,890,521
	Additions								-	-	-
									───────	───────	───────
	As at 31 March 2009								344,514	1,546,007	1,890,521
	Additions								-	-	-
									───────	───────	───────
	As at 31 March 2010								344,514	1,546,007	1,890,521
									───────	───────	───────

 

							Development Costs	Intellectual Property	Total
							£	£	£
	AMORTISATION
	As at 1 April 2008						113,513	179,227	292,740
	Charge for year						81,866	157,695	239,561
							──────	──────	──────
	As at 31 March 2009						195,379	336,922	532,301
	Charge for year						79,240	164,672	243,912
							──────	──────	──────
	As at 31 March 2010						274,619	501,594	776,213
							──────	──────	──────
	NET BOOK VALUE
	As at 31 March 2010						69,895	1,044,413	1,114,308
							──────	──────	──────
	As at 31 March 2009						149,135	1,209,085	1,358,220
							==========	===========	=========
	As at 1 April 2008						231,001	1,366,780	1,597,781
							==========	===========	=========

           

Amortisation expenses of £243,912 (2009: £239,561) have been charged to administrative expenses in the Consolidated Statement of Comprehensive Income.  Development costs will be fully amortised within the next two years and Intellectual Property will be fully amortised within the next 7 years.  

 

13.   PLANT, PROPERTY & EQUIPMENT

 

		Freehold property	Furniture, fixtures and equipment	Computer equipment	Total
		£	£	£	£

        COST

As at 1 April 2008		420,000	117,167	155,156	692,323
Additions		-	629	15,573	16,202
Exchange differences		-	1,654	510	2,164
Disposals		-	(57,943)	-	(57,943)
		______________	____________	____________	____________
As at 31 March 2009		420,000	61,507	171,239	652,746
Additions		-	590	31,128	31,718
Exchange differences		-	-	236	236
		____________	____________	____________	____________
As at 31 March 2010		420,000	62,097	202,603	684,700
		====================	====================	====================	====================

 

		Freehold property	Furniture, fixtures and equipment	Computer equipment	Total
		£	£	£	£

        DEPRECIATION

As at 1 April 2008		8,816	77,248	128,198	214,262
Charge for year		4,408	14,562	20,681	39,651
Exchange differences		-	1,560	308	1,868
Disposals		-	(45,665)	-	(45,665)
		_____________	_____________	_____________	_____________
As at 31 March 2009		13,224	47,705	149,187	210,116
Charge for year		4,408	3,633	22,470	30,511
Exchange differences		-	-	195	195
		_____________	_____________	_____________	_____________
As at 31 March 2010		17,632	51,338	171,852	240,822
		======================	======================	======================	======================

        NET BOOK VALUE

As at 31 March 2010		402,368	10,759	30,751	443,878
		======================	======================	======================	======================
As at 31 March 2009		406,776	13,802	22,052	442,630
		======================	======================	======================	======================
As at 1 April 2008		411,184	39,919	26,958	478,061
		======================	======================	======================	======================

 

Included within freehold property is £199,585 (2009: £199,585) relating to land which is not depreciated. The net book value of plant and computer equipment includes £15,235 (2009: £9,233) in respect of assets held under finance leases and hire purchase contracts. The depreciation charge in respect of these assets was £5,967 (2009: £6,371).

 

Total depreciation expenses of £30,511 (2009: £39,651) have been charged to administrative expenses in the Consolidated Statement of Comprehensive Income.

 

14.   INVENTORIES

 

	2010	2009
	£	£
Finished goods and goods for resale	106,636	159,153
	==================	==================

 

The cost of inventories recognised as an expense and included in cost of sales amounted to £1,123,584 (2009: £1,516,626).  During the year old inventory lines totalling £22,994 (2009: nil) were written down and charged to cost of sales in the consolidated statement of comprehensive income.

 

15.   TRADE AND OTHER RECEIVABLES

 

	2010	2009
	£	£
Trade receivables	529,990	574,996
Other receivables	116,620	76,033
Prepayments & accrued income	54,719	48,979
	----------------------------------	----------------------------------
	701,329	700,008
	=====================	=====================

 

The analysis of trade receivables by currency is as follows:

	2010	2009
	£	£
Pound sterling	423,143	494,774
Euro	92,706	61,147
Other	14,141	19,075
	-----------------------------------	---------------------------------------
	529,990	574,996
	=====================	=====================

 

An allowance for impairment is made where there is an identified event which, based on previous experience, is evidence of a reduction in the recoverability of the outstanding amount.  An allowance has been made for estimated irrecoverable trade receivables of £2,000 (2009: £114,940). 

 

As at 31 March 2010 trade receivables of £105,812 were past due but not impaired.  The ageing analysis of these trade receivables is as follows:-

 

						2010	2009
						£	£
	Up to 3 months					105,812	155,738
	3 to 6 months					-	27,072
						──────	──────
						105,812	182,810
						══════	══════

 

The Directors consider that the carrying amount of trade and other receivables approximates to their fair values.  The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.

 

16.	DEFERRED TAX

 

  The analysis of deferred tax assets and deferred tax liabilities is as follows:

						2010	2009
	Deferred tax asset					£	£
	Deferred tax asset to be recovered after more than 12 months					216,513	-
						──────	──────
	Deferred tax liability Deferred tax asset Deferred tax asset					£	£
	Deferred tax liability to be recovered after more than 12 months					(18,348)	(18,511)
						──────	──────
	Deferred tax asset/ (liability) net					198,165	(18,511)
						══════	══════

 

  The movement in the deferred income tax assets and liabilities during the year is as follows:-

 

	Deferred tax assets				Accelerated tax depreciation	Utilisation of unrecognised losses	Total
					£	£	£
	As at 1 April 2009				-	-	-
	Credited to the income statement				16,404	200,109	216,513
					══════	══════	══════
	At 31 March 2010				16,404	200,109	216,513
					══════	══════	══════

 

Deferred income tax assets are recognised for tax loss carry forwards to the extent that the realisation of the related tax benefit through future taxable profits is probable.  The Group has not recognised a deferred income tax asset of £7,332 (2009: £360,920) in respect of losses amounting to £26,188 (2009: £1,289,000) that can be carried forward against future taxable income.

 

	Deferred tax liabilities						Building revaluation
							£
	As at 1 April 2008						(18,674)
	Credited to the income statement						163
							══════
	At 31 March 2009						(18,511)
	Credited to the income statement						163
							══════
	At 31 March 2010						(18,348)
							══════

 

17.   CURRENT LIABILITIES - TRADE AND OTHER PAYABLES

 

	2010	2009
	£	£
Trade payables	502,102	437,936
Taxation and social security	153,544	305,918
Other payables	31,136	75,849
Accruals and deferred income	410,891	451,119
	----------------------------------	----------------------------------
	1,097,673	1,270,822
	======================	======================

The Directors consider that the carrying amount of trade payables approximates to their fair value.

 

18.   BORROWINGS

 

	2010	2009
	£	£
Bank overdrafts	-	636
Bank loan	199,543	220,479
DTi loans	-	66,965
Obligations under finance leases and hire purchase arrangements (see note 19)	23,722	10,648
	--------------------------------	--------------------------------
	223,265	298,728
	======================	======================

 

The bank overdraft facility is £140,000 and at 31 March 2010 none of this facility was being utilised.

	2010	2009
	£	£
On demand or within one year - overdraft	-	636
- other loans	36,764	58,172
After one and within two years	27,305	42,940
After two and within five years	65,239	80,621
After five years	93,957	116,359
	----------------------------------	----------------------------------
	223,265	298,728
Less: Amount due for settlement within one year (shown as current liabilities)	(36,764)	(58,808)
	----------------------------------	----------------------------------
Amount due for settlement after more than one year	186,501	239,920
	======================	======================

 

       Bank overdrafts are repayable on demand and secured by a floating charge over the assets of the Group.  Interest was payable at 5% over base rate and the effective interest rate was 5.5% (2009: 7.0%).  The bank loan is secured by a fixed and floating charge on all the assets of Trakm8 Limited. It is repayable by monthly instalments until 2019 and bears interest at a floating rate of 2.50% over base rate.

 

The DTi loans were provided to IPL in 2006 under the Small Firms Loan Guarantee Scheme. The two loans were fully repaid during the year. Interest was payable at the rate of 3.5% over Base rate.  The average effective interest rate on the loans was 4.0% (2009: 7.0%).

 

19.   OBLIGATIONS UNDER FINANCE LEASES

 

				2010	2009
				£	£
Gross finance lease liabilities - minimum lease payments:
No later than 1 year				17,682	5,719
Later than 1 year and no later than 5 years				6,884	6,671
				24,566	12,390
Less future finance charges				(844)	(1,742)
Present value				23,722	10,648

       

The present value of minimum lease payments is analysed as follows:

			2010		2009
				£	£
No later than 1 year				16,893	4,497
Later than 1 year and no later than 5 years				6,829	6,151
				23,722	10,648

All lease obligations are denominated in sterling and are secured by the lessor's rights over the leased assets.  The fair value of the lease obligations approximates to their carrying amount.

 

 

20.   SHARE CAPITAL

 

	2010		2009
	No's '000's	£	No's  '000's	£
Authorised
Ordinary shares of 1p each	200,000	2,000,000	200,000	2,000,000
	========================	========================	========================	========================
Allotted, issued and fully paid
Ordinary shares of 1p each	18,764	187,647	13,857	138,571
	========================	========================	========================	========================

 

On 8 May 2009 the Group completed a share placing with existing shareholders and Directors.   4,454,046 new ordinary shares were issued at a price of 6.5 pence per share.  A total of £269,513 was raised net of expenses and the new shares represent approximately 24.3% of the enlarged share capital.

 

On 7 August 2007 the Company acquired the entire issued share capital of PJSoft s.r.o.  In final consideration the Company issued 453,516 ordinary shares (£140,590) on 7 August 2009.  The shares have been valued at 31.0 pence being the mid market closing share price of Trakm8 Holdings at the date of acquisition.

 

21.   SHARE-BASED PAYMENTS

 

Trakm8 Holdings PLC has issued options (under the Trakm8 Approved Option Scheme) to subscribe for ordinary shares of 1p in the Company. The purpose of the Option Scheme is to retain and motivate eligible employees.

 

The exercise price and number of shares to which the options relate are as follows:

 

Option Exercise Price	Balance as at 31 March 2009	Granted during year	Exercised during year	Expired/ forfeited during the year	Balance as at 31 March 2010	Grant date	Option & expected Life (years)	Risk free rate of return	Volatility
25p	115,230	-	-	-	115,230	31/3/07	3.5	4.8%	9%
26p   5.25p	172,495 100,000	-	- -	14,050            -	158,445      100,000	1/10/07 30/11/08	3.2 3.0	4.8% 3.0%	60% 54%
6p	-	550,000	-	-	550,000	30/07/09	3.0	3.02%	54%
Total	387,725	550,000	-	14,050	923,675

 

The weighted average exercise price of share options outstanding as at 31 March 2010 was 11.7 pence.

 

The exercise of all share options is the closing market price on the day of grant.  A vesting period of 1 or 2 years is applicable according to the terms of each scheme.

 

The fair value of the equity settled share options granted is estimated as at the date of grant using the Black Scholes option pricing model taking into account the terms and conditions upon which the options were granted.  The volatility has been based on historic share prices and the dividend yield has been assumed to be 0% for all schemes.

 

The Group charged £5,757 to the Statement of Comprehensive Income in respect of Share-Based Payments for the financial year ended 31 March 2010 (2009: £9,608).

 

22.   CASH FLOWS

 

				2010	2009
				£	£
		Reconciliation of loss before tax to net cash flow from operating activities:
		Profit / (Loss) before tax		260,996	(411,372)
		Depreciation		30,511	39,651
		Bank and other interest charges		14,823	28,409
		Amortisation of intangible assets		243,912	239,561
		Gain on disposal of property, plant and equipment		-	(8,080)
		Share based payments		5,757	9,608
				---------------------------------	-------------------------------------
		Net profit / (loss) before changes in working capital		555,999	(102,223)
		Movement on retranslation of overseas operations		1,012	1,034
		Movement in inventories		52,517	(13,126)
		Movement in trade and other receivables		(1,321)	109,743
		Movement in trade and other payables		(173,149)	(16,361)
				----------------------------------	-----------------------------------
		Cash generated from / (absorbed by) operations		435,058	(20,933)
		Interest paid		(14,975)	(31,061)
		Interest received		152	2,652
		Income taxes received		9,381	32,902
				-----------------------------------	-----------------------------------
		Net cash inflow / (outflow) from operating activities		429,616	(16,440)
				=====================	=====================

 

Cash and cash equivalents comprise cash at bank, other short-term highly liquid investments with a maturity of three months or less (together presented as 'Cash and cash equivalents' on the face of the balance sheet) and bank overdrafts (presented as a single class of liability on the face of the balance sheet).

 

23.	FINANCIAL COMMITMENTS

       

        At the balance sheet date, the Group had outstanding commitments for future minimum operating lease payments under non-cancellable operating leases, which fall due as follows:

		2010	2009
	Operating Leases	£	£
	Land and buildings
	Within one year	22,587	26,097
	In the second to fifth years inclusive	13,815	42,336
	Other
	Within one year	2,640	6,142
	In the second to fifth years inclusive	615	3,255

 

Land and buildings under operating leases represent two leases payable by the Group which have expiry dates in August 2010 and December 2011.

 

24.   RELATED PARTY TRANSACTIONS

 

Details of the remuneration of the directors, who are the key management personnel of the Group, are disclosed in the Directors' report.

 

J Watkins is a Director and shareholder of Omitec Group Limited.  Omitec Limited is a wholly owned subsidiary of Omitec Group Limited and is a Partner of Trakm8 Limited working on the Trusted Road Usage Emissions Profiling Government Project for the Technology Strategy Board.

 

During the year ended 31 March 2010 a total of £21,926 was invoiced to Trakm8 Limited by Omitec Limited (2009: £2,721) and Trakm8 Limited also invoiced Omitec Limited £24,973 (2009: £5,572).  The net balance due on 31 March 2010 from Omitec Limited to Trakm8 Limited was £2,609 (2009: £23).  

 

25.   POST BALANCE SHEET EVENT

 

The Group announced on 21 June 2010 that Trakm8 Limited had entered into a manufacturing agreement with Omitec Limited.  Under the terms of the agreement Omitec Limited will supply the new T8 vehicle telematics hardware platform and it is expected that the initial value of the contract will be up to £730,000. 

 

26.   FINANCIAL INSTRUMENTS

 

Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk.  Where appropriate, the Group seeks to mitigate potential adverse effects on its financial performance.

 

Interest rate risk

The Group mitigates its exposure to interest rate fluctuations by using fixed rates or interest rate derivatives where appropriate. 

 

Liquidity risk

The Group's objective is to maintain a balance between continuity and flexibility of funding through the use of borrowings and financial assets with a range of maturities.  Borrowing facilities are monitored against the Group's forecast requirements and it is the Group's policy to mitigate the risk by maintaining undrawn overdraft facilities and cash reserves.   

 

Credit risk

The Group's principal financial assets are bank balances, cash and trade and other receivables.  The Group's credit risk is primarily attributable to its trade receivables and the Group attaches considerable importance to the collection and management of trade receivables.   The Group minimises its credit risk through the application of appropriate credit limits to customers based on an assessment of net worth and trading history with the Group.  Standard credit terms are net 30 days from date of invoice.  Overdue trade receivables are managed through a phased escalation culminating in legal action. 

 

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

 

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expense are recognised, in respect of each class of financial asset, liability and equity instrument are disclosed in note 4 to the financial statements.

 

Foreign currency risk

 

The Group's principal exposure to foreign exchange rate risk arises with the purchase of inventory, which is predominantly denominated in Euros.  Historically the Group has not used derivative instruments to hedge against possible risks arising from fluctuations in foreign currency exchange rates as the exposure is limited. If foreign currency exposure increases, the use of foreign currency hedging instruments will be reviewed as a means of reducing the effect of exchange rate fluctuations on the Group's results. 

 

The carrying amount of the Group's foreign currency denominated monetary assets and liabilities at the reporting date is as follows:

	Assets		Liabilities
	2010	2009	2010	2009
	£	£	£	£
Euro	131,558	65,303	228,136	296,788
Other	28,975	28,516	28,811	3,996
	-----------------	----------------	----------------	----------------
	160,533	93,819	256,947	300,784
GBP	1,316,438	715,761	1,082,339	1,228,469
	----------------	----------------	----------------	----------------
	1,476,971	809,580	1,339,286	1,529,253
	========================	=========================	========================	========================

 

Foreign currency sensitivity

The following table details the Group's sensitivity to a 10% strengthening of the Euro against GBP.  This has been determined assuming a Euro rate 10% stronger than the actual rate achieved during the period.

	2010	2009
	£	£
Loss	(50,520)	(123,134)

 

The Group's sensitivity to the Euro has decreased during the year as a result of the strategy adopted by the Board.  This sensitivity to the euro is expected to further decrease in the future.

 

Interest rate and liquidity risk

 

Interest rate sensitivity

The sensitivity analysis has been based on the average exposure to floating rate debt during the period.  It has been assumed that floating interest rates were 50 basis point higher than those actually incurred.  No interest rate derivatives were used during the year.

 

The effect of such a change would be to decrease the profit before tax for the year by £1,355 (2009: £1,089).

 

Liquidity and interest risk tables

The following table details the Group's remaining contractual maturity for its financial liabilities.  The tables have been drawn up based on the undiscounted contractual maturities of the financial liabilities (including interest that will accrue to maturity).  The discount column reflects the adjustments necessary to reconcile to the carrying amounts of the financial liabilities.

 

2010	Weighted average effective interest rate	Less than 1 month or on demand	1-3 months	3-12 months	1-5  years	More than 5 years	Total
	%	£	£	£	£	£	£
Fixed rate
Obligations under finance leases	10.1%	-	3,486	13,407	6,829	-	23,722
Floating rate
Bank loan	3.0%	-	4,912	14,959	85,715	93,957	199,543
Trade payables		502,102	-	-	-	-	502,102
		502,102	8,398	28,366	92,544	93,957	725,367

 

2009	Weighted average effective interest rate	Less than 1 month	1-3 months	3-12 months	1-5  years	More than 5 years	Total
	%	£	£	£	£	£	£
Fixed rate
Obligations under finance leases	15.5%	347	710	3,440	6,251	-	10,748
Floating rate
Bank overdrafts	7.0%	636	-	-	-	-	636
Bank loan	6.9%	-	6,419	14,517	83,185	116,358	220,479
Other loans	7.0%	-	8,929	23,809	34,227	-	66,965
Trade payables	-	437,936	-	-	-	-	437,936
		438,919	16,058	41,766	123,663	116,358	736,764

 

Fair values

There is no material difference between the book value and the fair value of the Group's financial assets or liabilities.

 

Capital risk management

 

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

 

Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio.  This ratio is calculated as debt divided by total capital.  Debt is calculated as total borrowings including "current and non-current borrowings" as shown in the consolidated balance sheet.  Total capital is calculated as "equity" as shown in the consolidated balance sheet plus debt.

 

The Group's strategy has been to reduce gearing and to increase cash and cash equivalents.  This has been successfully achieved through the share placing in May 2009 and profits generated during the year.

 

		2010	2009
		£	£
Total borrowings (note 18)		223,265	298,728
Total equity		2,019,021	1,181,522
Total capital		2,242,286	1,480,250
Gearing ratio		10%	20%

 

Financial instruments by category

 

Assets as per balance sheet		Loans and receivables
		2010	2009
		£	£
Trade and other receivables excluding prepayments		646,610	651,029
Cash and cash equivalents		692,138	100,191
		1,338,748	751,220
Liabilities as per balance sheet		Financial liabilities at amortised cost
		2010	2009
		£	£
Borrowings (excluding finance lease liabilities)		199,543	288,080
Finance leases		23,722	10,648
Trade and other payables excluding statutory liabilities		835,960	848,827
		1,059,225	1,147,555

 

PARENT COMPANY BALANCE SHEET

as at 31 March 2010

 

	Notes	2010	2009
		£	£
FIXED ASSETS
Investments	3	1,285,224	1,285,224
		-------------------------------	----------------------------------

CURRENT ASSETS

Debtors	4	378,935	121,468
Cash at bank		504,389	29,741
		---------------------------------------	---------------------------------------
		883,324	151,209
CREDITORS: Amounts falling due within one year	5	(267,493)	(96,516)
		---------------------------------------	---------------------------------------
NET CURRENT ASSETS		615,831	54,693
		---------------------------------------	---------------------------------------
NET ASSETS		1,901,055	1,339,917
		=====================	=====================

 

 

CAPITAL AND RESERVES

Called up share capital	6	187,647	138,571
Share premium	7	1,719,402	1,358,375
Share based payment reserve	7	63,152	57,395
Shares to be issued	7	-	140,590
Profit and loss account	7	(69,146)	(355,014)
		--------------------------------------	--------------------------------------
SHAREHOLDERS' FUNDS		1,901,055	1,339,917
		=====================	=====================

 

These financial statements were approved by the Directors and authorised for issue on 30 June 2010 and are signed on their behalf by:

 

J Watkins	J Hedges
Director	Director

 

NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS

for the year ended 31 March 2010

 

1.     ACCOUNTING POLICIES

 

        BASIS OF ACCOUNTING

 

        The financial statements have been prepared under the historical cost convention in accordance with the applicable accounting standards.

 

SHARE-BASED PAYMENTS

 

The company has applied the requirements of FRS 20 Share-based Payments. In accordance with the transitional provisions, FRS 20 has been applied to all grants of equity instruments after 7 November 2002 that were unvested as of 1 April 2006.

 

The Company issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares that will eventually vest.

 

The fair value is measured by use of the Black-Scholes option pricing model. The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations. No expense is recognised for awards that do not ultimately vest.

 

FINANCIAL INSTRUMENTS

 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. Instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

 

Convertible loan notes are regarded as compound instruments, consisting of a liability component and an equity component.  At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt.  The difference between the proceeds of the issue of the convertible loan notes and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Company, is included in equity.

 

Issue costs are apportioned between the liability and equity components of the convertible loan notes based on their relative carrying amounts at the date of issue.  The portion relating to the equity component is charged directly against equity.

 

The interest expense on the liability component is calculated by applying the prevailing market interest rate for similar non-convertible debt to the liability component of the instrument.  The difference between this amount and the interest paid is added to the carrying amount of the convertible loan note.

 

        INVESTMENTS

 

        Fixed asset investments are stated at cost less impairment against the cost of investments. The carrying values of investments in subsidiaries are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.

 

FOREIGN CURRENCIES

 

Foreign currency assets and liabilities are converted to sterling at the rates of exchange ruling at the end of the financial year. Transactions in foreign currencies are converted to sterling at the rates of exchange ruling at the transaction date. All of the resulting exchange differences are recognised in the profit and loss account as they arise.

 

DEFERRED TAXATION

 

 Provision is made for deferred taxation in respect of all material timing differences that have originated but not reversed by the balance sheet date. Timing differences represent differences between gains and losses recognised for tax purposes in periods different from those in which they are recognised in the financial statements. No deferred tax is recognised on permanent differences between the Company's taxable gains and losses and its results as stated in the financial statements.  Deferred tax assets and liabilities are included without discounting.

 

2.     PROFIT AND LOSS ACCOUNT

 

As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the Company is not presented as part of these financial statements.

 

The profit after tax for the year in the Company is £285,868 (2009: loss £113,415).

 

3.     INVESTMENTS

 

	Subsidiaries
Cost	£
At 1 April 2009	1,285,224
Additions	-
	----------------
At 31 March 2010	1,285,224
	==========

 

Name of subsidiary	Country of incorporation	Class of holding	Proportion held and voting rights	Nature of business
Trakm8 Limited	England and Wales	Ordinary	100%	Marketing and distribution of vehicle telematics
Interactive Projects Limited	England and Wales	Ordinary	100%	Project management and design
PJSoft s.r.o.	Czech Republic	Ordinary	100%	Mapping services
Purple Reality Limited	England and Wales	Ordinary	100%	Dormant

 

4.     DEBTORS

 

	2010	2009
	£	£
Amounts due from subsidiary undertakings	373,102	112,706
VAT recoverable	-	2,929
Prepayments	5,833	5,833
	--------------------------------------	--------------------------------------
	378,935	121,468
	=====================	====================

 

5.     CREDITORS: Amounts falling due within one year

 

	2010	2009
	£	£
Trade creditors	15,404	20,381
Amounts owed to subsidiary undertakings	247,589	-
Accruals and other creditors	4,500	76,135
	----------------------------------	----------------------------------
	267,493	96,516
	====================	====================

 

6.     SHARE CAPITAL

 

Details of share capital and share options are shown in notes 20 and 21 to the consolidated accounts above.

 

7.     RESERVES

 

	Share Capital	Share premium	Shares to be issued	Share based payment reserve	Profit and loss account	Total
	£	£	£	£	£	£
At 1 April 2008	135,170	1,256,334	246,032	47,787	(241,599)	1,443,724
Shares issued	3,401	102,041	(105,442)	-	-	-
Loss for the year	-	-	-	-	(113,415)	(113,415)
FRS20 Share based payments	-	-	-	9,608	-	9,608
	-------------------	--------------------	--------------------	----------------------	-----------------	-------------------
At 1 April 2009	138,571	1,358,375	140,590	57,395	(355,014)	1,339,917
Shares issued	49,076	361,027	(140,590)	-	-	269,513
Profit for the year	-	-	-	-	285,868	285,868
FRS20 Share based payments	-	-	-	5,757	-	5,757
	------------------	--------------------	--------------------	-----------------------	---------------	--------------------
As at 31 March 2010	187,647	1,719,402	-	63,152	(69,146)	1,901,055
	==========	==========	==========	============	=========	==========

 

8.     RELATED PARTIES

 

The Company has taken advantage of the exemptions conferred by FRS 8 from the requirement to disclose transactions between subsidiary undertakings, 90% or more of whose voting rights are controlled within the Group.